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

                            FORM 10-K

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

For the fiscal year ended December 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 of incorporation)      (IRS Employer 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)

   Securities registered pursuant to Section 12(b) of the Act:

                       Title of each class
                              None

            Name of each exchange on which registered
                              None

   Securities registered pursuant to Section 12(g) of the Act:
                   $.01 par value Common Stock
                        (Title of class)

  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed  by  Section 13 or 15(d) of the
Securities Exchange Act of  1934 during the preceding 12 months
(or for such shorter period that the registrant  was required to
file such reports), and  (2)  has  been subject to such filing
requirements for the past 90 days.
               Yes [ X ]                   No [   ]

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

  As of March 12, 2001 there were 31,171,969 shares of common stock
outstanding.  The aggregate market value of such shares, other than
shares  held  by  persons  who  may be  deemed  affiliates  of  the
Registrant, was $37,753,000.

DOCUMENTS INCORPORATED BY REFERENCE
  Registrant's Proxy Statement filed in connection with the 2001
Annual Meeting of Shareholders is incorporated by reference into
Part III.



          GRAPHIC PACKAGING INTERNATIONAL CORPORATION.
                   Annual Report on Form 10-K
                        December 31, 2000


                        TABLE OF CONTENTS



                                                        Page
                                                         No.
PART I

Item 1.        Business                                    3
Item 2.        Properties                                 10
Item 3.        Legal Proceedings                          11
Item 4.        Submission of Matters to a Vote of
               Security Holders                           11


PART II

Item 5.        Market for the Registrant's Common
               Stock and Related Stockholder Matters      12
Item 6.        Selected Financial Data                    13
Item 7.        Management's Discussion and Analysis
               of Financial Condition and Results of
               Operations                                 15
Item 7A.       Quantitative and Qualitative Disclosures
               About Market Risk                          26
Item 8.        Financial Statements and Supplementary
               Data                                       27
Item 9.        Changes in and Disagreements with
               Accountants on Accounting and
               Financial Disclosure                       59


PART III

Item 10.       Directors and Executive Officers of
               the Registrant                             59
Item 11.       Executive Compensation                     59
Item 12.       Security Ownership of Certain Beneficial
               Owners and Management                      59
Item 13.       Certain Relationships and Related
               Transactions                               59


PART IV

Item 14.       Exhibits, Financial Statement Schedules
               and Reports on Form 8-K                    60





           GRAPHIC PACKAGING INTERNATIONAL CORPORATION


                             PART I

ITEM 1.  BUSINESS

      Graphic Packaging International Corporation (the Company or
GPC),  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  sole  business,  folding cartons.  The  Company's  executive
offices  are  located  at  4455  Table  Mountain  Drive,  Golden,
Colorado  80403.  The Company's telephone number  is  (303)  215-
4600.

(a)  General Development of Business

     The Company was incorporated in Colorado in August 1992 as a
holding  company  for  the  packaging,  ceramics,  aluminum   and
developmental  businesses formerly owned by Adolph Coors  Company
(ACCo).   Effective  December 27, 1992, ACCo distributed  to  its
shareholders all outstanding shares of the Company's stock.   The
Company's   initial   years  of  operation  included   packaging,
ceramics, aluminum and various developmental businesses.  Through
various   acquisitions,  divestitures,  a  spin-off   and   other
transactions,  the Company is now strategically  focused  on  the
folding carton segment of the packaging industry.

     To  better reflect the nature of the Company's new  business
focus,  the  Company changed its ticker symbol on  the  New  York
Stock  Exchange to "GPK" and formally changed the Company's  name
from  ACX  Technologies, Inc. to Graphic Packaging  International
Corporation in 2000.

     CoorsTek Spin-Off

      Effective December 31, 1999, the Company distributed to its
shareholders  all the outstanding common stock  of  the  ceramics
business,  CoorsTek, and its subsidiaries (collectively  referred
to as CoorsTek) in a tax-free spin-off transaction.  One share of
CoorsTek  common stock was distributed for every four  shares  of
Company  common stock owned.  The tax basis allocation  of  costs
for  Company  shares acquired pre-spin off is:   GPC  55.56%  and
CoorsTek 44.44%.

     Integration and Optimization

     The Company acquired Universal Packaging Corporation in 1998
and  the packaging business of Fort James Corporation in 1999  in
order to complement the traditional Graphic Packaging Corporation
plants  and  to strengthen the Company's position in the  folding
carton market.  These acquisitions brought the advantages of both
expanded  capacity and customer relationships with  some  of  the
largest consumer product corporations in the United States.   The
year ended December 31, 2000 provided the Company both challenges
and opportunities inherent in the integration of these businesses
and  the  optimization of the expanded capacity.    As  discussed
below,  the  Company proceeded with its restructuring  plans  and
dispositions of noncore assets during 2000 in order to facilitate
the  optimization of its capacity and the integration of its  new
facilities.

(b)  Financial Information about Industry Segments, Foreign
Operations and Foreign Sales

     The  table below summarizes information, in thousands, about
reportable  segments as of and for the years ended  December  31.
Discontinued operations include CoorsTek.

                         Operating Depreciation
                  Net      Income       And                    Capital
                 Sales     (Loss)  Amortization   Assets    Expenditures
              ---------- --------- ------------ ----------  ------------
2000
Packaging     $1,102,590   $51,223      $83,094 $1,331,450       $30,931
              ========== ========= ============ ==========   ===========
1999
Packaging       $805,593   $42,735      $55,406 $1,397,518       $74,273
Other             44,562     2,103          618     19,699         1,568
              ---------- --------- ------------ ----------   -----------
 Segment total   850,155    44,838       56,024  1,417,217        75,841
Corporate            ---   (10,479)         260    225,954[a]         17
Discontinued
 operations,
 net assets          ---       ---       22,711        ---        15,597
              ---------- --------- ------------ ----------   -----------
 Consolidated
   total        $850,155   $34,359      $78,995 $1,643,171       $91,455
              ========== ========= ============ ==========   ===========
1998
Packaging       $623,852   $38,808      $35,924   $539,039       $47,498
Other             67,925    (3,047)       1,270     56,905         3,384
              ---------- --------- ------------ ----------   -----------
 Segment total   691,777    35,761       37,194    595,944        50,882
Corporate            ---    (8,941)         336    101,359[b]        690
Discontinued
 operations,
 net assets          ---       ---       19,977    148,719        26,891
              ---------- --------- ------------ ----------   -----------
 Consolidated
   total        $691,777   $26,820      $57,507   $846,022       $78,463
              ========== ========= ============ ==========   ===========

[a]  Corporate assets for 1999 consist primarily of a $200 million note
     receivable from CoorsTek as a result of the spin-off, and debt
     issuance costs.
[b]  Corporate  assets  for  1998  include  a  $60  million  note
     receivable from the sale of Golden Aluminum, deferred taxes and
     certain properties.

     Certain   financial  information  regarding  the  Company's
domestic  and  foreign operations is included in  the  following
summary, which excludes discontinued operating segments.   Long-
lived  assets include plant, property and equipment,  intangible
assets, and certain other non-current assets.

                   Net       Long-Lived
(In thousands)    Sales        Assets
                ----------   ----------
2000

United States   $1,100,491   $1,103,411
Canada               2,099        1,974
Other                  ---        2,694
                ----------   ----------
  Total         $1,102,590   $1,108,079
                ==========   ==========
1999

United States     $798,277   $1,189,599
Canada              51,878        3,689
Other                  ---        2,694
                ----------   ----------
  Total           $850,155   $1,195,982
                ==========   ==========
1998

United States     $626,715
Canada              57,079
Other                7,983
                ----------
  Total           $691,777
                ==========


(c)       Narrative Description of Operating Segments

Packaging

     General:  The Company develops, manufactures and sells value-
added  paperboard  packaging products used  by  manufacturers  as
primary   packaging  for  their  end-use  products.   Value-added
packaging  has  characteristics  such  as  high-impact  graphics;
product  protection;  resistance to abrasion  and  radiant  heat;
microwave  management; and barriers to moisture, gas penetration,
solvent penetration and leakage.

     The  Company began business with a single plant in  1974  as
part  of the vertical integration of ACCo's business.  Since that
time,  the  Company  has  expanded its product  capabilities  and
geographic  presence through plant expansions  and  acquisitions.
Sales  to Coors Brewing Company represented approximately 10%  of
the Company's net sales in 2000.

     The  Company  acquired  Universal Packaging  Corporation  in
January  1998  followed  by the acquisition  of  the  Fort  James
packaging business in August 1999.  These two acquisitions  added
19  facilities and complemented GPC's capabilities with processes
such  as web-fed and sheet-fed printing, electron beam curing  of
inks  and  coatings, rotary die cutting and production of  coated
recycled  paperboard.  The acquisitions have allowed the  Company
to expand into several new end-use markets and added to its blue-
chip  customer list.  Coincident with the acquisitions, GPC  sold
its  flexible  packaging business in September 1999,  closed  two
folding  carton  facilities  during  2000,  and  sold  a  noncore
packaging  facility  in October 2000.  These plant  closures  are
part  of  a  plan to reduce overhead without impacting  effective
capacity.  See related discussion regarding asset impairment  and
restructuring charges in Management's Discussion and Analysis  of
Financial Condition and Results of Operations. As of December 31,
2000,  the  Company operated 20 manufacturing facilities  in  the
United States and Canada.

     Markets  and  Products:  The fiber-based  product  packaging
industry   includes:  paperboard  packaging  which  consists   of
corrugated  products, folding cartons and rigid fiber  boxes  and
food  service  containers such as disposable clam-shells,  plates
and  cups;  and flexible packaging such as printed and  laminated
bags,  overwraps and labels.  GPC competes in the folding  carton
segment of the industry.

     The  U.S.  folding carton industry is currently an estimated
$8.4  billion  market that experienced an average  annual  growth
rate  from  1987  to  1997 of 2%.  Shipments from  1997  to  1998
declined  1%  and have been estimated to have grown  slightly  in
1999  and  2000.   Over the last several years,  in  addition  to
growth  through acquisitions, the major portion of GPC's  revenue
growth has come from sales to Coors Brewing and customers in  the
detergent,  cereal,  premium bar soap, quick  service  restaurant
markets, dry and frozen food markets, and promotional packaging.

     In  manufacturing  value-added folding  cartons,  GPC  uses,
among   other   processes,  an  internally  developed,   patented
composite packaging technology, Composipac[R] (Composipac), which
provides  finished products with high quality graphics that  have
enhanced  abrasion protection and moisture, air or other  special
barrier  properties.  GPC's Composipac technology is designed  to
meet  the  continuing specialized needs of its beverage, powdered
detergents,  soap  and  promotional  packaging  customers.   This
technology  also provides the Company with the unique ability  to
cost-effectively produce full web lamination holographic cartons.
The Company believes demand for holographic cartons is growing in
the toothpaste, promotional and other market segments.

     In  addition,  GPC has been a leader in the development  and
marketing of microwave packaging technology.  The Company's  Qwik
Wave[R] susceptor  packaging  provides  browning   and   crisping
qualities for microwave foods.  This is made possible through the
use  of an ultra thin layer of aluminum that heats directly  when
exposed  to  microwave power.  GPC has added to  the Qwik Wave[R]
technology  with  packaging branded under the Micro-Rite[R] name,
which  consists  of  a  series of aluminum  circuits  applied  to
paperboard  that  provides power distribution for  even  cooking.
Interactive  foil  technology  allows  controlled  heating   that
results in conventional oven quality in microwave time.

     Strategy:   The Company's strategy is to maintain its  focus
on valued customer relationships and market leadership.  It plans
to continue to do so by employing capital and resources to remain
the   industry's  low-cost  producer  of  folding  cartons  while
continuing   to  invest  in  the  future  through  research   and
development.   Leveraging  its  expanded  sales  force  from  the
acquisitions  of Universal Packaging and the Fort  James  folding
carton business, GPC emphasizes its ability to provide innovative
products with value-added characteristics that stand out from its
customers' competitors on the supermarket shelves.

     Manufacturing and Raw Materials:  GPC uses a variety of  raw
materials such as paperboard, paper, inks, aluminum foil, plastic
films,  plastic resins, adhesives and other materials  which  are
available from domestic and foreign suppliers.  Historically, GPC
has not experienced difficulty in obtaining adequate supplies  of
raw  materials and difficulty is not anticipated in  the  future.
While many sources of each of these materials are available,  the
Company prefers to develop strategic long-standing alliances with
vendors,  including the use of multi-year supply  agreements,  in
order  to provide a guaranteed source of materials that satisfies
customer  requirements while obtaining the best quality,  service
and  price.  Business disruptions or financial difficulties of  a
sole  source  supplier, which the Company  does  not  anticipate,
could  have  an  adverse effect by increasing the cost  of  these
materials  and  causing  delays  in  manufacturing  while   other
suppliers are being qualified.

      GPC's  operating margins were negatively impacted by rising
energy  costs  in 2000, including energy-related  costs  such  as
transportation.  Where available, the Company takes advantage  of
forward purchase contracts for its seasonal energy needs in order
to stabilize these expenditures.

     Sales and Distribution:  Products are sold primarily to well-
recognized  consumer  product  manufacturers  in  North  America.
Sales  are made primarily through direct sales employees  of  GPC
that  work from offices located throughout the United States and,
to  a  lesser  degree,  through broker  arrangements  with  third
parties.  GPC's selling activities are supported by its technical
and development staff.

     Most  of  the Company's sales are made under sales contracts
at  prices  that  are subject to periodic adjustment  for  market
price  changes  of raw materials and other costs.   Products  are
made in accordance with customer specifications.  The Company had
approximately  $111  million in open orders  in  March  2001,  as
compared  to  approximately  $175 million  in  March  2000.   The
Company expects to ship most of the open orders by the end of the
second  quarter of 2001.  Total open orders and comparisons  vary
because of a number of factors and are not necessarily indicative
of past or future operating results.

      Dependence on Major Customers:  Sales to Kraft Foods,  Inc.
and  affiliates under various long-term contracts  accounted  for
approximately  14%,  20%  and 15% of the  Company's  consolidated
sales  for  2000,  1999 and 1998, respectively;  however,  future
sales may vary from historical levels.  In 1999, GPC entered into
a  new five-year supply agreement with Kraft Foods to supply  one
hundred  percent  of  their folding carton  needs  for  specified
product lines.

      Sales to Coors Brewing accounted for approximately 10%, 13%
and  17%  of the Company's consolidated sales for 2000, 1999  and
1998,   respectively;  however,  future  sales  may   vary   from
historical levels.  In 1998, the Company entered into a five-year
supply agreement with Coors Brewing to supply packaging products.
The  agreement includes stated quantity commitments and  requires
annual  repricing.  The Company also sold refined corn starch  to
Coors  Brewing until the disposition of this business on  January
31, 1999.

      The  loss of Kraft Foods or Coors Brewing as a customer  in
the  foreseeable  future  would have a  material  effect  on  the
Company's results of operations.

     Competition:  GPC is subject to strong competition  in  most
markets   it   serves.   The  packaging  industry  continues   to
experience intense pricing pressures.  The installation of state-
of-the-art   equipment  by  manufacturers  has  intensified   the
competitive  pricing  situation.  A relatively  small  number  of
large  competitors  hold  a significant portion  of  the  folding
carton   segment   of  the  paperboard  industry.    Major   U.S.
competitors  include Smurfit-Stone Container  Corporation,  Field
Container  Company L.P, The Mead Corporation, Gulf  States  Paper
Corporation,   Westvaco  Corporation,  Rock-Tenn   Company,   and
International  Paper  Company.   Mergers  and  acquisitions  have
contributed to a consolidation of the industry.

     Product  Development:  GPC's development staff work directly
with  the sales and marketing personnel in meeting with customers
and  pursuing  new  business.  The Company's development  efforts
include,  but  are not limited to, extending the  shelf  life  of
customers'  products,  reducing production costs,  enhancing  the
heat-managing  characteristics of  food  packaging  and  refining
packaging   appearance  through  new  printing   techniques   and
materials.    Potential  new  product  development  efforts   are
expected to involve sift-proof cartons, linerless cartons, liquid
containment packaging, enhanced microwavable food containers  and
other packaging innovations.

     Patents, Proprietary Rights and Licenses:  The Company holds
a  substantial number of patents and pending patent  applications
in  the  U.S. and in foreign countries.  This portfolio primarily
consists  of  microwave  and  barrier  protection  packaging  and
manufacturing methods.  The patents and processes are significant
to Graphic Packaging's operations and are supported by trademarks
such   as  Qwik Wave[R],  Micro-Rite[R]  and  Composipac[R].   In
addition,  the  Company  licenses  certain  technology from third
parties to enhance its  technical  capabilities.   The  Company's
policy  generally  is  to   pursue  patent  protection   that  it
considers necessary or advisable for  the  patentable  inventions
and  technological  improvements of its business  and  to  defend
its  patents  against  third   party infringement.   The  Company
also  relies  significantly  on  its  trade  secrets,   technical
expertise and know-how, continuing technological innovations  and
other means such as confidentiality agreements  with   employees,
consultants  and customers to protect and enhance its competitive
positions within its industry.

      The  Company believes that it owns or has the right to  use
the   proprietary  technology  and  other  intellectual  property
necessary to its operations.  Except as noted above, the  Company
does not believe that its success is materially dependent on  the
existence  or  duration of any individual  patent,  trademark  or
license or related group thereof.

Other Businesses

      The Company's other businesses have generally been sold  or
reduced to investment holdings.  The primary historical areas  of
focus  of  the other businesses have been distribution  of  solar
electric   systems  (Golden  Genesis);  real  estate  development
(Golden Equities); and corn-wet milling, food additives and other
research  and  development products (Golden  Technologies).   The
Company's interest in Golden Genesis was sold on August 3,  1999,
Golden  Equities has disposed of the majority of its real  estate
holdings, the corn-wet milling operation was sold in January 1999
and  the  remaining  research and development and  food  additive
businesses   were  sold  in  2000.   Therefore,   Other   segment
information generally represents the final operating  results  of
businesses disposed of before the end of 1999.

Discontinued Operations

     Discontinued operations consist of two businesses:  ceramics
(CoorsTek) and aluminum (Golden Aluminum).

     CoorsTek   (formerly  known  as  Coors   Ceramics   Company)
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.  CoorsTek was spun off as a separate  public
company effective December 31, 1999.

      Golden  Aluminum  produced rigid container  sheet  used  in
making  can lids, tabs and bodies for the beverage and  food  can
industry and other flat-rolled aluminum products used principally
in  the  building industry.  The assets of Golden  Aluminum  were
sold on November 5, 1999.

     The Company purchased the Kalamazoo Recycled Paperboard Mill
(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  Kalamazoo  Mill  was  reflected  in  the  Company's
consolidated  financial  statements as a  discontinued  operation
from  December 1999 through September 30, 2000.  The Company  has
been  unable  to  sell the Kalamazoo Mill and,  accordingly,  has
reclassified  the  results of operations and net  assets  of  the
Kalamazoo  Mill  into  continuing  operations  for  all   periods
presented  in  the  Company's consolidated financial  statements.
The Company has integrated the Kalamazoo Mill into its  packaging
operations and is no longer actively pursuing  the  sale  of  the
Kalamazoo Mill.

       The  following  assets,  liabilities,  and  components  of
operating income from the Kalamazoo Mill's 1999 results have been
added to continuing operations (in thousands):

             Total assets             $243,068
                                      ========

             Total liabilities         $18,068
                                      ========

             Net sales                 $18,750
                                      ========

             Operating income           $3,243
                                      ========

Research and Development

     The Company's research and development activities consist of
the development of innovative technology, materials, products and
processes   using   advanced  and  cost-efficient   manufacturing
processes.  Total research and development expenditures  for  the
Company  were  $4.7 million, $3.8 million and  $3.7  million  for
2000,  1999  and  1998, respectively.  The Company  believes  the
expenditures will be adequate to meet the strategic objectives of
its business.

Environmental Matters

     The Company's operations are subject to extensive regulation
by   various  federal,  state,  provincial  and  local   agencies
concerning  compliance with environmental  control  statutes  and
regulations.   These  regulations impose  limitations,  including
effluent  and emission limitations, on the discharge of materials
into  the  environment, as well as require the Company to  obtain
and  operate  in  compliance with the conditions of  permits  and
other   governmental  authorization.   Future  regulations  could
materially  increase  the  Company's  capital  requirements   and
certain operating expenses in future years.

     In   the   ordinary  course  of  business  the  Company   is
continually upgrading and replacing equipment to comply with  air
quality and other environmental standards.  The estimated capital
expenditures  for  these types of projects for  2001  total  $1.5
million.

     Some  of  the  Company's operations have been notified  that
they   may   be   potentially  responsible  parties   under   the
Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980 or similar laws with respect to the remediation  of
certain sites where hazardous substances have been released  into
the  environment.  The Company cannot predict with certainty  the
total  costs  of remediation, its share of the total  costs,  the
extent  to  which  contributions will  be  available  from  other
parties, the amount of time necessary to complete the remediation
or   the  availability  of  insurance.   However,  based  on  the
investigations to date, the Company believes that  any  liability
with  respect  to  these  sites would  not  be  material  to  the
financial  condition  or results of operations  of  the  Company,
without consideration for insurance recoveries.  There can be  no
certainty,  however, that the Company will  not  be  named  as  a
potentially responsible party at additional sites or  be  subject
to  other  environmental matters in the future or that the  costs
associated  with those additional sites or matters would  not  be
material.

     In addition, the Company has received demands arising out of
alleged contamination of various properties currently or formerly
owned  by  the Company.  In management's opinion, none  of  these
claims will result in liability that would materially affect  the
Company's financial position or results of operations.

Employees

     As of December 31, 2000, the Company had approximately 4,400
full-time employees.  Management considers its employee relations
to be good.


ITEM 2.  PROPERTIES

     The Company believes that its facilities are well maintained
and  suitable  for their respective operations. The  table  below
lists the Company's plants and most other physical properties and
their locations and general character:

Facility             Location                  Character
-------------------- ------------------------- ----------------------
Company Headquarters Golden, Colorado(1)       Office/Administration

Manufacturing        Boulder, Colorado(2)      Converting Operations
Manufacturing        Bow, New Hampshire        Converting Operations/
                                                 Offices
Manufacturing        Centralia, Illinois       Converting Operations
Manufacturing        Charlotte, North Carolina Converting Operations
Manufacturing        Ft. Smith, Arkansas       Converting Operations
Manufacturing        Garden Grove, California  Converting Operations
Manufacturing        Golden, Colorado(1)       Converting Operations
Manufacturing        Gordonsville, Tennessee   Converting Operations
Manufacturing        Kalamazoo, Michigan       Converting Operations
Manufacturing        Kalamazoo, Michigan       Paperboard Mill
Manufacturing        Kendallville, Indiana     Converting Operations
Manufacturing        Lawrenceburg, Tennessee   Converting Operations
Manufacturing        Lumberton, North Carolina Converting Operations
Manufacturing        Menasha, Wisconsin        Converting Operations
Manufacturing        Mississauga, Ontario(2)   Converting Operations
Manufacturing        Mitchell, South Dakota    Converting Operations
Manufacturing        Newnan, Georgia           Converting Operations
Manufacturing        Portland, Oregon(3)       Converting Operations
Manufacturing        Richmond, Virginia        Converting Operations
Manufacturing        Wausau, Wisconsin         Converting Operations



(1)  The  Company headquarters and Golden, Colorado manufacturing
     facility are located in the same building.
(2)  Leased facilities.
(3)  Two facilities, including one leased facility.

      The operating facilities of the Company are not constrained
by  capacity  issues.  From time to time the Company also  leases
additional  warehouse  space and sales offices  throughout  North
America, on an as-needed basis.


ITEM 3.  LEGAL PROCEEDINGS

       In   the   ordinary  course  of  business,  the  Company's
subsidiaries are subject to various pending claims, lawsuits  and
contingent  liabilities, including claims by  current  or  former
employees  relating to employment.  In each of these  cases,  the
Company  is vigorously defending against them.  The Company  does
not  believe  that  disposition of  these  matters  will  have  a
material  adverse effect on the Company's consolidated  financial
position  or  results  of operations.  For information  regarding
environmental legal proceedings, see Environmental Matters.

       In connection with the resale of the aluminum business  in
1999,  the  Company guaranteed accounts receivable  owed  by  the
former owner of these assets.  After the resale, the former owner
refused to pay the amounts owed, $2.4 million.  Pursuant  to  the
terms  of the resale agreement, the Company paid this amount  and
sued the former owner in the United States District Court for the
District  of  Colorado and claimed an additional $14  million  in
overpayment  for  raw  materials to run  the  business  prior  to
resale.   The  former owner counterclaimed for an additional  $10
million for certain spare parts.  Although this lawsuit is in the
discovery stage, the Company does not believe that the result  of
this  litigation  will  have a material  adverse  effect  on  the
consolidated financial position or results of operations.

       On  April 14, 2000 Lemelson Medical, Education &  Research
Foundation sued the Company and 75 other defendants in the United
States  District  Court for the District of  Arizona  for  patent
infringement and unspecified damages.  This case has been  stayed
pending  ruling  on a motion for consolidation with  three  other
similar  cases.   Concurrently, the plaintiff is  being  sued  by
manufacturers  of  equipment that utilize the technology.   These
manufacturers   of   equipment  are   claiming   noninfringement.
Although the case is in preliminary stages, the Company does  not
believe  that the lawsuit will have a material adverse effect  on
the Company's financial position or results of operations.

       In  July  1999, Cinergy Resources, Inc. and the Cincinnati
Gas  &  Electric company sued Graphic Packaging in Warren County,
Ohio  Court of Common Pleas claiming approximately $651,000, plus
interest, fees and costs, for gas supplied to Graphic Packaging's
Franklin,  Ohio  facility.   Cinergy  claims  that,  due  to   an
improperly installed meter, Graphic Packaging was not billed  for
actual  gas consumption.  Graphic Packaging asserts that  it  has
paid  for  all  gas supplied. The Company does  not  believe  the
disposition of this matter will have a material adverse effect on
the Company's financial position or results of operation.

       In  February 1998, a subsidiary of Golden Technologies was
sued  for breach of a supply agreement to purchase thermal energy
for  the Johnstown, Colorado corn-wet mill. The Company sold  the
Johnstown, Colorado corn-wet mill in January 1999.  This case was
settled in November 2000.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders
during the fourth quarter ended December 31, 2000.


                             PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS

      The  Company's common stock is quoted on the New York Stock
Exchange under the symbol GPK.  The historical range of the  high
and  low sales price per share for each quarter of 2000 and  1999
was as follows:

                        2000                     1999
                  ---------------          ----------------
                   High      Low            High      Low
                  -----     -----          ------    ------
 First Quarter    $8.44     $2.56          $15.50    $11.25
 Second Quarter   $4.50     $2.13          $16.25    $11.50
 Third Quarter    $3.00     $1.44          $15.94    $9.50
 Fourth Quarter   $1.94     $1.06          $11.13    $7.63

      As  a  result  of the spin-off of CoorsTek on December  31,
1999,  the market price of the Company's stock opened on  January
3, 2000 at $5.875 per share, versus the closing price of $10.6875
per share on December 31, 1999.

      During 2000, 1999 and 1998, no cash dividends were paid  by
the Company to its common shareholders.  During 2000, the Company
declared  $3,806,000 of dividends on its 10% Series  B  preferred
stock.   At  this time, the Company anticipates that, except  for
the  10%  Series B preferred stock dividends, it will retain  any
earnings  and  that  the Company will not pay  dividends  to  its
common  shareholders  in  the  foreseeable  future.   Also,   the
Company's credit facilities currently prohibit the payment of any
cash  dividends, except on the Series B preferred stock, and  the
Company expects this limitation to remain in effect through 2001.

       On   March   12,  2001  there  were  approximately   2,313
shareholders of record of the Company's common stock.


ITEM 6.  SELECTED FINANCIAL DATA

                           Financial Highlights - Five Year Overview
In thousands, except
  per share and
  ratio data	          2000      1999        1998      1997      1996
                     ----------  --------   --------  --------  --------
Summary of Operations
Net sales [a]        $1,102,590  $850,155   $691,777  $426,261  $436,028
                     ----------  --------   --------  --------  --------
Gross profit            138,611   128,805    124,244    93,608    80,393

Selling, general and
  administrative
  expenses [b]           81,768    86,633     76,033    70,436    57,319
Asset impairment and
  restructuring
  charges [c]             5,620     7,813     21,391    21,880    34,642
                     ----------  --------    -------   -------  --------
Operating income
  (loss)                 51,223    34,359     26,820     1,292   (11,568)
                     ----------  --------    -------   -------  --------
Income (loss) from
  continuing
  operations            (6,998)[f] 18,410[f]   5,453    (2,272)  (13,793)
                     ----------  --------    --------  -------  --------
Income (loss) from
  discontinued
  operations [d]            ---     9,181      15,812   29,988   (78,231)
                     ----------  --------    --------  -------  --------
Extraordinary loss
  on early
  extinguishment of
  debt, net of tax          ---    (2,332)        ---      ---       ---
                     ----------  --------    --------  -------  --------
Net income (loss)        (6,998)   25,259      21,265   27,716   (92,024)

Preferred stock
  dividends declared     (3,806)      ---         ---      ---       ---
                     ----------  --------    --------  -------  --------
Net income (loss)
  attributable to
  common shareholders  ($10,804)  $25,259     $21,265  $27,716  ($92,024)
------------------------------------------------------------------------
Per basic share of
  common stock:
  Continuing
    operations           ($0.37)    $0.65       $0.19   ($0.08)   ($0.49)
  Discontinued
    operations              ---      0.32        0.56     1.07     (2.81)
  Extraordinary loss        ---     (0.08)        ---      ---       ---
                      ---------  --------    --------  -------  --------
  Net income (loss)
    attributable
    to common
    shareholders         ($0.37)    $0.89       $0.75    $0.99    ($3.30)
                      ---------  --------    --------  -------  --------
Per diluted share
  of common stock:
  Continuing
    operations           ($0.37)    $0.64       $0.19   ($0.08)   ($0.49)
  Discontinued
    operations              ---      0.32        0.54     1.04     (2.81)
  Extraordinary loss        ---     (0.08)        ---      ---       ---
                      ---------  --------    --------  -------   -------
  Net income (loss)
    attributable
    to common
    shareholders         ($0.37)    $0.88       $0.73     $0.96   ($3.30)
------------------------------------------------------------------------
Financial Position
Working capital,
  excluding current
  maturities of debt    $97,813   $292,776    $238,844 $158,551 $154,626
Total assets         $1,331,450 $1,643,171[e] $846,022 $642,880 $623,520
Current maturities
  of debt               $58,500   $400,000[e]  $86,300      ---      ---
Long-term debt         $576,600   $615,500    $183,000 $100,000 $100,000
Shareholders' equity   $515,151[g]$423,310    $447,955 $430,531 $397,903
------------------------------------------------------------------------
Other Information
Total debt to
  capitalization           55%         71%         38%      19%      20%
Net book value per
  share of common
  stock                 $16.87      $14.81      $15.76   $15.17   $14.24
------------------------------------------------------------------------
[a]  Includes sales from ongoing Graphic Packaging folding carton
     business (i.e., excluding sales from the flexible packaging
     plants sold in 1999) of $1,103 million, $727 million, $504
     million, $237 million and $230 million in 2000, 1999, 1998,
     1997 and 1996, respectively.
[b]  Includes goodwill amortization (in thousands) of $20,634, and
     $2,224 for 2000, 1999, 1998, 1997 and 1996, respectively.
[c]  Asset impairment and restructuring charges resulted in a loss
     per diluted share impact of $0.11, $0.16, $0.44, $0.45 and
     $0.73 in 2000, 1999, 1998, 1997 and 1996, respectively.
[d]  Discontinued operations include the spin-off of CoorsTek and
     the sale of Golden Aluminum Company.  The income (loss) per
     diluted share for each business is as follows:

                              2000    1999    1998    1997     1996
                              ----  ------   -----   -----   ------
     CoorsTek                  N/A   $0.54   $0.54   $1.04    $0.82
     Golden Aluminum Company   N/A  ($0.22)    ---     ---   ($3.63)

[e]  Reduced by $200 million on January 4, 2000 with repayment of
     loan and special dividend from the CoorsTek spin-off.
[f]  Includes $19.2 million and $30.2 million pre-tax gains
     (approximately $11.5 million and $18 million, net of tax)
     from sales of businesses in 2000 and 1999, respectively.
[g]  Includes $100 million of convertible, redeemable  preferred
     stock issued in 2000.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

General Overview

     The Company 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 underperforming  assets;  acquiring  two
major  businesses in the folding carton industry;  and  executing
rationalization plans, the Company has developed into a prominent
competitor in the folding carton industry.

     The  Selected  Financial  Data  in  Item  6  summarizes  the
financial impact that the Company's acquisitions and dispositions
have  had  on consolidated operating results over the  past  five
years,   and   is  primarily  indicative  of  Graphic   Packaging
Corporation's results after the recent dispositions and  spin-off
of CoorsTek. Detailed analysis of Graphic Packaging Corporation's
contribution to the Company's consolidated results over the  past
three years is provided in the Results from Continuing Operations
section below.

     Total  net sales have more than doubled from 1996 to 2000  -
with  the most pronounced increases occurring in 1998 (the  first
year  of the Universal Packaging acquisition) and 2000 (the first
full  year  of  the  Fort James packaging business  acquisition).
Sales  from  the Company's ongoing business - folding  cartons  -
have  increased  nearly five fold during the  same  time  period.
This  is directly due to the increased customer base and capacity
from the recent acquisitions, but also due to the Company's focus
on folding cartons.

     Gross  profit margins, although reaching 22% in  1997,  have
declined to 13% in 2000.  Gross profit fluctuations from year-to-
year  are  generally due to integration issues  when  adding  new
plant  locations and customers; changes in product mix;  changing
raw  material  costs (such as rising energy costs in  2000);  and
pricing  pressures due to increased competition  in  the  folding
carton  industry.  Delays experienced in bringing the new Golden,
Colorado facility into full production during 1999 and 2000  have
also negatively impacted gross profit margins.

     Selling,  general  and  administrative  expenses,  excluding
goodwill amortization, have declined from 13% of sales in 1996 to
6%  in  2000.    This  is  a reflection of the  Company's  higher
revenue   base   and  restructuring  efforts,  particularly   the
reduction  of  staff levels and administrative  facilities.   See
further discussion of the Company's restructuring activities over
the past three years below.

     The  Company  has  achieved operating  income  before  asset
impairment and restructuring charges of approximately 6%  of  net
sales  for the last five years despite the significant structural
changes  taking place in the packaging industry and a  change  in
the  Company's  strategic focus.  Deterioration in the  Company's
income  from continuing operations is significantly  due  to  the
increased interest charges in 1999 and 2000 related to the August
2, 1999 purchase of the Fort James packaging business.

     The Company's financial position and liquidity are discussed
in  detail  below.   Generally,  the  Company's  cash  flow  from
operations    has   sustained   restructuring   costs,    capital
expenditures  and debt service from year-to-year.   Interest  and
principal   from  additional  borrowings  used  to  finance   the
acquisitions  of Universal Packaging in 1998 and the  Fort  James
packaging  business in 1999 have been reduced by  cash  generated
from  operations, asset sales, and the sale of  $100  million  of
preferred stock in August 2000.

     This  financial  review  presents  the  Company's  operating
results  for each of the three years in the period ended December
31,  2000, and its financial condition at December 31,  2000  and
1999.   This  review  should  be  read  in  connection  with  the
information  presented in the Consolidated  Financial  Statements
and the related notes thereto.

Results from Continuing Operations

     Net Sales

     Net sales for 2000 totaled $1,102.6 million, an increase  of
$252.4  million  or  30% over 1999 sales.   Net  sales  for  1999
totaled  $850.2  million, an increase of $158.4 million  or  23%,
over  1998 sales of $691.8 million.    The increase in  sales  is
primarily  the  result  of  the acquisition  of  the  Fort  James
packaging business on August 2, 1999.  The increase in sales  was
offset  in  part  by  the sale of flexible  packaging  plants  on
September 2, 1999.  1999 sales for the flexible packaging  plants
were   $123   million.   After  adjusting  for  the  Fort   James
acquisition and the sale of the flexible packaging plants,  sales
for the Company grew approximately 4% in a relatively flat market
primarily because of volume increases with existing customers.

     Net  sales  to  Coors  Brewing totaled  $112.2  million,  an
increase of $4.6 million or 4% over 1999 sales.  The increase  is
due  to  increased brewery sales in 2000 and the resulting higher
demand  for packaging.  Net sales to Coors Brewing totaled $107.6
million  in  1999, a decrease of $12.3 million or 10%,  over  net
sales  of  $119.9 million in 1998.  The decrease is  due  to  the
disposition of the Company's corn starch business in early 1999.

     The  Company's business is largely within the United States,
particularly  since the spin-off of CoorsTek.   The  Company  had
sales  to  customers  outside  the United  States,  primarily  in
Canada, which accounted for 0.2%, 6% and 9% of total sales during
2000, 1999 and 1998, respectively.  The decrease in foreign sales
as  a  percentage of total sales is attributable to the  sale  of
several flexible packaging plants in Canada during 1999.

     Net  sales  of  the  Company's Other segment  totaled  $44.6
million and $67.9 million in 1999 and 1998, respectively.   These
sales  accounted  for approximately 5% and 10% of  the  Company's
consolidated sales for the same years.  The decreasing  sales  of
the  Other  segment are due to the Company's divestiture  of  the
majority of these businesses by the end of 1999.

     Gross Profit

     Consolidated gross profit was 13%, 15% and 18% of net  sales
in  2000, 1999 and 1998, respectively. The decreases in 2000  and
1999 reflect recent trends in the packaging industry in terms  of
changing  raw material costs, coupled with pricing pressures  due
to  increased  competition.  The decreases in 2000 and 1999  also
reflect  the  integration  costs associated with the  Fort  James
packaging  business  acquisition.   As  discussed  below,  future
improvements  in  gross  profit  will  depend  upon  management's
ability  to improve cost efficiencies and to maintain profitable,
long-term customer relationships.

     Selling, General and Administrative Expenses

     Selling,  general  and  administrative  expenses,  excluding
goodwill  amortization,  for  2000,  1999  and  1998  were  $61.1
million,  $73.4 million and $68.2 million, which represented  6%,
9%  and 10% of net sales, respectively.  The percentage decreases
in 2000 and 1999 mainly reflect cost savings realized as a result
of  the  Company's  restructuring efforts over the  past  several
years  and  the  increased revenue base resulting from  the  Fort
James packaging business and Universal Packaging acquisitions.

     Operating Income

     Consolidated  operating  income for  2000,  excluding  asset
impairment and restructuring charges, increased to $56.8 million,
an  increase of $14.6 million over 1999's operating income on the
same  basis.   The  increase is directly due to increased  sales.
Consolidated   operating  income  for   1999,   excluding   asset
impairment and restructuring charges, decreased to $42.2 million,
a  decrease  of  12% over 1998 operating income of $48.2  million
before asset impairment and restructuring charges.  The principal
reasons  for the decrease are the increased goodwill amortization
and  integration  costs associated with the Fort James  packaging
business acquisition and declining gross profit margins.

Operating Income from Continuing Operations by Segment
(In millions)
                                          2000    1999    1998
                                         -----   -----   -----
Before asset impairment and
restructuring charges:
   Packaging                             $56.8   $50.6   $60.1
   Other businesses                          -     2.1    (3.0)
   Corporate                                 -   (10.5)   (8.9)
                                         -----   -----   -----
   Operating income before asset
     impairment and restructuring
     charges                              56.8    42.2    48.2

Asset impairment and restructuring
charges:
   Packaging                              (5.6)   (7.8)  (21.3)
   Other businesses                        ---      --    (0.1)
                                         -----   -----   -----
   Operating income after asset
     impairment and restructuring
     charges                             $51.2   $34.4   $26.8
                                         =====   =====   =====

     Asset Impairment Charges

     The  Company  recorded  a total of $5.9  million  and  $19.4
million   in   asset  impairment  charges  in  1999   and   1998,
respectively.   Goodwill impairment of $5.5 million was  included
in  the  1998 charge.  The remainder of the 1998 charge consisted
of  fixed  asset impairments.  The 1999 charge consisted entirely
of fixed asset impairments as described below.

     1999:  The Company recorded $5.9 million of asset impairment
charges  in 1999 due to decisions to close its Boulder,  Colorado
and  Saratoga  Springs, New York plants.  The  Boulder,  Colorado
plant  has  been  replaced  by a new  manufacturing  facility  in
Golden,  Colorado, which uses advanced equipment to  improve  the
production   process.   Due  to  certain  delays  in   production
transition  to  Golden,  the Boulder facility  remains  partially
operational  at  December  31, 2000, with  the  expectation  that
complete  shutdown will occur during 2001.  The Saratoga  Springs
plant  operated at higher overhead levels than other  plants  and
used  gravure press technology.  Therefore, the decision was made
to sell the Saratoga Springs property; move the business to other
folding  carton  plants; and dispose of the  gravure  presses  at
Saratoga  Springs.  Boulder writedowns totaled $2.9  million  and
Saratoga  Springs writedowns totaled $3.0 million.  The  Saratoga
Springs facility shutdown was complete at December 31, 2000.  The
plant's property is currently being offered for sale.

     1998: The Company recorded $18.5 million in asset impairment
charges  in  1998.  Deterioration of the performance  at  certain
flexible   packaging   facilities   and   increased   competitive
conditions led management to review the carrying amounts of long-
lived   assets  and  goodwill  in  conjunction  with  an  overall
restructuring  plan.   Specifically,  forecasted  operating  cash
flows  did  not support the carrying amount of certain long-lived
assets  and  goodwill  at  the  Franklin,  Ohio  operation.    In
addition,  management decided to offer for  sale  the  Vancouver,
British Columbia operation and close a divisional office in North
Carolina.  Therefore, the long-lived assets and related  goodwill
were  written  down to their estimated market  values  using  the
asset held for sale model.

     The  Company recorded net asset impairment charges  of  $0.9
million  in  its  other businesses during  1998.   These  charges
included  a  $1.0 million asset impairment charge to  write  down
long-lived  assets of Solartec, S.A., a solar electric subsidiary
in   Argentina.   Since  acquiring  Solartec  in  November  1996,
operating  cash  flows were below original  expectations.   As  a
result,  the  Company  recorded this  impairment  to  reduce  the
carrying  value  of its investment in Solartec to  its  estimated
fair  market  value.  In addition, the Company  recorded  a  $0.4
million asset impairment charge related to the consolidation  and
outsourcing  of  certain manufacturing activities  at  its  solar
electric  distribution business.  As a result, certain long-lived
assets  became impaired and were written down to their  estimated
market  value.   Also  during  1998,  the  Company  sold  certain
equipment  formerly used in a biodegradable polymer  project  for
approximately  $0.5  million.  These assets had  been  previously
written off as an asset impairment, so the resulting gain on sale
of  these  assets  was netted against the 1998  asset  impairment
charge.

     Restructuring Charges

     The  Company  recorded restructuring charges  totaling  $5.6
million,  $1.9 million and $2.0 million in  2000, 1999 and  1998,
respectively.   In  addition,  restructuring  reserves  of   $1.3
million related to the closure of the Perrysburg, Ohio plant were
recorded  in 2000 as a cost of the Fort James packaging  business
acquisition.  The following table summarizes accruals related  to
these restructurings.

                  Biodegradable  Corn
                      Polymer   Syrup  Graphic   Graphic
                        Exit     Exit Packaging Packaging
(in millions)           Plan     Plan Corporate Operations Total
                  ------------- ----- --------- ---------- -----
Balance,
 December 31, 1997      $0.4     $0.9    $1.7       ---     $3.0

1998 restructuring
 charges                 ---     (0.8)    ---       2.8      2.0
Cash paid               (0.4)    (0.1)   (1.7)     (1.0)    (3.2)
                       -----     ----    ----     -----    -----
Balance,
 December 31, 1998       ---      ---     ---       1.8      1.8
1999 restructuring
 charges                 ---      ---     ---       1.9      1.9
Cash paid                ---      ---     ---      (1.8)    (1.8)
                       -----    -----    ----     -----    -----
Balance,
 December 31, 1999       ---      ---     ---       1.9      1.9
2000 restructuring
 charges                 ---      ---     ---       5.6      5.6
2000 restructuring
 - Perrysburg            ---      ---     ---       1.3      1.3
Cash paid                ---      ---     ---      (3.8)    (3.8)
                       -----    -----   -----     -----    -----
Balance,
 December 31, 2000      $---     $---    $---      $5.0     $5.0
                       =====    =====   =====     =====    =====

       2000:    In   December  2000  the  Company   announced   a
restructuring  plan  to reduce fixed-cost  personnel.   The  plan
includes  the  elimination  of approximately  200  non-production
positions  across  the Company and offers severance  packages  in
accordance  with the Company's policies.  The total cost  of  the
reduction  in force is estimated at $5.0 million, of  which  $3.0
million  was recognized in the fourth quarter 2000 results.   The
remaining  cost of approximately $2.0 million will be  recognized
in   the   first  half  of  2001  when  severance  packages   are
communicated to employees.

     In  connection with the announced closure of the Perrysburg,
Ohio   plant,  restructuring  reserves  were  recorded   totaling
approximately $1.3 million.  The reserves relate to severance  of
approximately  100 production positions and other  plant  closing
costs.   Consistent  with the asset impairments  related  to  the
Perrysburg  closure, the restructuring costs have been  accounted
for  as  a cost of the Fort James packaging business acquisition,
with  a  resultant adjustment to goodwill.  As  of  December  31,
2000,  approximately $700,000 of the restructuring  charges  have
been paid relating to the Perrysburg closure.

     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 was closed pursuant to a plant
rationalization plan approved by the Company's Board of Directors
in  the  fourth  quarter of 1999.  The Company has completed  the
closure of the Saratoga Springs plant and the transition  of  the
plant's business to other Company facilities.  Approximately $2.0
million  of  restructuring charges have  been  paid  through  the
fourth   quarter  relating  to  the  Saratoga  Springs   facility
shutdown.

      1999:   The  Company recorded a $1.9 million  restructuring
charge  pursuant to a plant rationalization plan approved by  the
Company's  Board of Directors.  The Company instituted this  plan
to  further  its  goal of refining its focus  on  folding  carton
packaging  and  to  reduce headcount.  All  of  the  1999  charge
relates  to  severance, primarily at the Company's  Lawrenceburg,
Tennessee manufacturing plant.  The Company initially planned  to
complete this restructuring plan by the end of 2000.  At December
31,  2000,  approximately $1.0 million of severance  and  related
costs  have  been paid.  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,  have
impacted the completion of the restructuring and resulted in  the
savings  of  approximately $800,000 of anticipated  restructuring
costs.   The  2000 restructuring expense is net of this  $800,000
benefit.

      1998:  During  1998, the Company instituted a restructuring
plan related to certain Graphic Packaging operations and recorded
$2.8  million  in restructuring charges.  This plan included  the
consolidation and realignment of certain administrative functions
and  the  downsizing of its Franklin, Ohio operation.  This  plan
resulted  in  the elimination of approximately 20  administrative
and  65  manufacturing positions with related severance costs  of
approximately   $2.5   million.    This   plan   also    included
approximately  $0.3 million in other exit costs relating  to  the
closure  of  a divisional office in North Carolina.  The  Company
made  cash payments of $1.0 million in the fourth quarter of 1998
and $1.6 million during 1999.  Remaining reserves at December 31,
2000 relate to operating lease obligations in connection with the
divisional office.

     Gain from Sale of Businesses and Other Assets

     The Company disposed of several noncore assets during 2000,
for which the following pre-tax gains were recognized:

                                                Other
                       Malvern Intangible  Long-lived
     (In thousands)      Plant     Assets      Assets    Total
                       ------- ----------  ----------  -------
     Cash proceeds     $35,000     $5,407      $2,600  $43,007
     Net book value,
       less costs      (23,635)       ---        (200) (23,835)
                       -------     ------      ------  -------
     Gain recognized   $11,365     $5,407      $2,400  $19,172
                       =======     ======      ======  =======

     The Company disposed of two businesses during 1999, for
which the following gains were recognized:

     (In thousands)          Flexible      Golden
                               Plants     Genesis      Total
                             --------     -------   --------
     Cash proceeds           $105,000     $20,800   $125,800
     Net book value, less
       costs                  (82,300)    (13,264)   (95,564)
                             --------     -------   --------
     Gain recognized          $22,700      $7,536    $30,236
                             ========     =======   ========

     Interest Expense and Interest Income

     Interest  expense for 2000, 1999 and 1998 was $83.3 million,
$36.9  million and $22.0 million, respectively.  The increase  is
due  to  additional financing to acquire the Fort James packaging
business on August 2, 1999.

      Interest  expense  of $16.0 million and  $3.6  million  was
allocated to the discontinued operations of CoorsTek in 1999  and
1998,   respectively,    based  upon  CoorsTek's   $200   million
allocation of total consolidated debt at the time of the spin-off
for  1999  and $50 million of outstanding intercompany  debt  for
1998.

      The  Company  capitalized interest of  $1.1  million,  $2.0
million  and  $0.3 million in 2000, 1999 and 1998,  respectively.
The  increase in capitalized interest during 1999 is attributable
to  the  construction  of  the  Company's  new  Golden,  Colorado
facility.

     Interest  income for 2000, 1999 and 1998 was  $1.2  million,
$2.6  million  and $5.4 million, respectively.  The decreases  in
2000 and 1999 relate directly to the use of funds to acquire  the
Fort James packaging business and Universal Packaging.

     See   related  discussions  about  Financial  Condition  and
Liquidity below.

     Income Taxes

     The  consolidated effective tax rate for the Company in 2000
was  40% compared to 39% in 1999 and 47% in 1998.  The higher tax
rate in 1998 resulted from a lower earnings base, which increased
the  impact  of  non-deductible items.  The  Company  expects  to
maintain  its  effective  tax  rate  for  future  years  at   the
historical rate of approximately 40%.

Other Segment

     Net  sales  for the Other business segment in  1999  totaled
$44.6 million, a decrease of $23.3 million, or 34%, from 1998 net
sales  of  $67.9 million.  The decrease in net sales is  directly
due  to  the disposition of virtually all the assets and  related
businesses of the Other group during 1999.

     The  Other  businesses  reported operating  income  of  $2.1
million in 1999, a favorable increase over the operating loss  of
$3.0  million in 1998.  The improvement was directly due  to  the
Company's  decisions  to dispose of the noncore,  underperforming
businesses operating in this segment.

     As  of  December  31,  1999, the  Company  had  disposed  of
substantially all operating businesses in the Other segment.

Discontinued Operations

     Coincident  with  the  Company's  strategic  folding  carton
acquisitions,  several  noncore  businesses  and  underperforming
assets were selected for sale or other disposition by the Company
during 1999.

CoorsTek Spin-off

     On  December  31,  1999,  the Company  distributed  100%  of
CoorsTek's  shares of common stock to the Company's  shareholders
in  a  tax-free transaction.  Shareholders received one share  of
CoorsTek stock for every four shares of GPC stock held.  CoorsTek
issued  a  promissory note to the Company on  December  31,  1999
totaling   $200.0   million   in  satisfaction   of   outstanding
intercompany  obligations at the time of the spin-off  and  as  a
special  one-time dividend.  The note was paid in full in January
2000.   No gain or loss was recognized by the Company as a result
of  the spin-off transaction.  The tax basis allocation of  costs
for GPC shares acquired pre-spin off is:  GPC 55.56% and CoorsTek
44.44%.

Golden Aluminum

     In 1996, the Board of Directors adopted a plan to dispose of
the Company's aluminum rigid-container sheet business operated by
Golden  Aluminum.  In conjunction with this decision, the Company
recorded pre-tax charges of $155.0 million for anticipated losses
upon  the  disposition  and estimated  operating  losses  of  the
business through the disposition date.  In March of 1997,  Golden
Aluminum  was sold for $70.0 million, of which $10.0 million  was
paid  at closing and $60.0 million was due within two years.   In
December of 1998, the Company extended the due date on the  $60.0
million payment until September 1, 1999.  In accordance with  the
purchase  agreement, the purchaser exercised its right to  return
Golden Aluminum to the Company on August 23, 1999 in discharge of
the  $60.0  million  obligation.  The initial  payment  of  $10.0
million  was  nonrefundable.  The Company subsequently  sold  the
assets of Golden Aluminum to another buyer for approximately  $41
million  on  November 5, 1999.  An additional pre-tax  charge  of
$10.0  million  was  recorded in 1999  related  to  the  ultimate
disposition of Golden Aluminum.

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 Kalamazoo Mill was reflected in
the Company's consolidated financial statements as a discontinued
operation  from December 1999 through September  30,  2000.   The
Company  has  been  unable  to  sell  the  Kalamazoo  Mill   and,
accordingly, has reclassified the results of operations  and  net
assets  of the Kalamazoo Mill into continuing operations for  all
periods   presented  in  the  Company's  consolidated   financial
statements.  The Company has integrated the Kalamazoo  Mill  into
its  packaging operations and is no longer actively pursuing  the
sale of the Kalamazoo Mill.

       The  following  assets,  liabilities,  and  components  of
operating income from the Kalamazoo Mill's 1999 results have been
added to continuing operations (in thousands):

             Total assets          $243,068
                                   ========

             Total liabilities      $18,068
                                   ========

             Net sales              $18,750
                                   ========

             Operating income        $3,243
                                   ========

Financial Data - Discontinued Operations

     Financial  data  for CoorsTek and Golden  Aluminum  for  the
years ended December 31, in thousands, are summarized as follows:

                                             Golden
1999                              CoorsTek  Aluminum      Total
                                  --------  --------   --------

Net sales                         $365,061      $---   $365,061
                                  ========  ========   ========
Income from operations before
  income taxes                     $25,117      $---    $25,117
Income tax expense                   9,480       ---      9,480
                                  --------  --------   --------
Income from operations              15,637       ---     15,637

Loss from disposal before taxes        ---   (10,000)   (10,000)
Income tax benefit                     ---     3,544      3,544
                                  --------  --------   --------
Net income (loss)                  $15,637   ($6,456)    $9,181
                                  ========  ========   ========
Net income per basic share of
  common stock:
  Income from operations             $0.55      $---      $0.55
  Loss on disposal                     ---     (0.23)     (0.23)
                                  --------  --------   --------
Net income (loss) per basic
  share                              $0.55    ($0.23)     $0.32
                                  ========  ========   ========
Net income per diluted share of
  common stock:
  Income from operations             $0.54      $---      $0.54
  Loss on disposal                     ---     (0.22)     (0.22)
                                  --------  --------   --------
Net income (loss) per diluted
  share                              $0.54    ($0.22)     $0.32
                                  ========  ========   ========


                                              Golden
1998                              CoorsTek  Aluminum      Total
                                  --------  --------   --------
Net sales                         $296,614      $---   $296,614
                                  ========  ========   ========
Income from operations before
  income taxes                     $25,361      $---    $25,361
Income tax expense                   9,549       ---      9,549
                                  --------  --------   --------
Net income                         $15,812      $---    $15,812
                                  ========  ========   ========

Net income per basic share           $0.56      $---      $0.56
                                  ========  ========   ========

Net income per diluted share         $0.54      $---      $0.54
                                  ========  ========   ========


Financial Resources and Liquidity

      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.   During  2000,
internally  generated  liquidity is measured  by  net  cash  from
operations,  as  discussed below, and the sale  of  non-strategic
assets.

      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.
Subsequent  to December 31, 1999, the Company reduced the  amount
available  under  the  Credit Agreement by  $50.0  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
acquisition  of the Fort James packaging business and  to  prepay
the Company's other outstanding borrowings.

      During 1999, approximately $200 million of repayments  were
made  from the Company's cash flow from operations, the  sale  of
Golden  Aluminum,  the sale of the Company's  flexible  packaging
plants  and  the  sale of the solar electric  businesses.   Total
borrowings  under  the  Senior Credit  Facilities  were  $1,015.5
million as of December 31, 1999.

      During  2000, the Company paid $6.3 million  to  amend  the
Senior  Credit  Facilities to relax certain financial  covenants,
extend  the maturity date on the one-year facility to August  15,
2001,  reduce  the  required  amortization  under  the  five-year
facility, and to allow cash dividends to be paid on the Company's
Series B preferred stock.  The amended Credit Agreement increases
the  applicable margin paid over LIBOR, includes a cash recapture
provision in the event of excess availability under the  revolver
facility,   and   imposes   further   limitations   on    capital
expenditures,  acquisitions and investments.   In  addition,  the
Company  agreed  to use its best efforts to place  at  least  $50
million  of  subordinated debt at economically  reasonable  terms
before  August  15,  2001.  If the Company does  not  place  this
subordinated debt, the applicable margin over LIBOR will increase
by  75 basis points and the Company will pay an additional fee of
$750,000 to the lenders.

      The  Company reduced amounts outstanding under  its  Senior
Credit  Facilities in 2000 by $380 million, with total borrowings
of  $635.1  million  remaining on December 31,  2000.   The  $380
million in debt repayments was generated from the proceeds  of  a
note  receivable  from CoorsTek as a result of  the  spin-off  as
described  above ($200 million), the issuance by the  Company  of
$100 million of Series B preferred stock which carries a 10% cash
dividend,  the sale of one of the Company's plants ($35  million)
and  operating cash flow.  Borrowings under the revolving  credit
facility  on  March  1,  2001  were approximately  $275  million,
leaving $125 million available for future borrowing needs.

      As of December 31, 2000, the Company's borrowings under the
Senior Credit Facilities were as follows (in thousands):

    One-year term facility due August 15, 2001           $33,500

    Five-year term facility due August 2, 2004
        with required amortization of $6.25
        million due March 31, 2001, June 30, 2001,
        September 30, 2001 and December 31, 2001         312,500

    Five-year revolving credit facility due
        August 2, 2004                                   289,100
                                                        --------
    Total                                                635,100

    Less:  Current maturities                             58,500
                                                        --------
    Long-term maturities                                $576,600
                                                        ========

      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 .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.    Total  installments  for  2001   through   2004,
respectively, are $25 million, $35 million, $40 million, and  $25
million  with  the balance of the borrowings due on the  maturity
date of August 2, 2004.

      The  Senior Credit Facilities are collateralized  by  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  other  than  permitted
dividends   on  the  Series  B  preferred  stock,   and   imposes
limitations  on  the  incurrence  of  additional  debt,   capital
expenditures, acquisitions and the sale of assets.   At  December
31, 2000, the Company was in compliance with all covenants.

      In  2000, quarterly financial covenant levels were revised.
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.

      The  Company's capital structure also includes $100 million
of  Series  B  preferred stock, issued on August 15,  2000.   The
Series  B  preferred  stock is convertible  into  shares  of  the
Company's  common stock at $2.0625 per share and is  entitled  to
receive  a dividend payable quarterly at an annual rate  of  10%.
The Company may redeem the Series B preferred stock beginning  on
August  15,  2005 at 105% of par reducing by 1%  per  year  until
August 15, 2010 at which time the Company can elect to redeem the
shares  at  par.  The Series B preferred stock has a  liquidation
preference over the Company's common stock and is entitled to one
vote for every two shares held on an as-converted basis.

     The Company has entered into contracts to hedge the interest
rates  on  approximately $575 million of  its  borrowings.   Swap
agreements  are  in place on $225 million of borrowings  and  cap
agreements are in place on $350 million of borrowings.  The  swap
agreements lock in an average LIBOR rate of 6.5%, $150 million of
the  caps provide upside protection to the Company if LIBOR moves
above   6.75%  and  $200  million  of  the  caps  provide  upside
protection  to  the  Company if LIBOR moves  above  8.13%.   $100
million of the swaps will expire on September 3, 2002.

      The  Consolidated Statement of Cash Flows includes the cash
generated or used by the operations shown in the income statement
as  discontinued operations, namely Golden Aluminum  Company  and
CoorsTek.   On  this basis, net cash provided by  operations  was
$63.3  million, $135.1 million and $97.3 million for  2000,  1999
and 1998, respectively.

      During  2000,  1999 and 1998, net cash from operations  was
used  to  fund  capital  requirements and acquisitions.   Capital
expenditures  totaled  $30.9 million,  $91.5  million  and  $78.5
million for 2000, 1999 and 1998, respectively.

      Capital  spending  at  Graphic Packaging  during  2000  was
primarily  for an enterprise resource planning system  (ERP)  and
equipment  that  improves productivity and  reduces  costs.   The
Company  expects  its  capital  expenditures  for  2001   to   be
approximately  $35 million, primarily related to the  ERP  system
and  manufacturing  productivity  improvements  and  upgrades  to
equipment.

      Acquisitions  during 1999 included the acquisition  of  the
Fort James packaging business for approximately $849 million,  as
well as acquisitions by CoorsTek for approximately $56 million in
cash  primarily  in the semiconductor industry.  Acquisitions  in
1998   utilized  $300.8  million  in  cash,  primarily  for   the
acquisition of Universal Packaging Corporation.  The  Company  is
currently  limited  by  its Senior Credit  Facilities  to  pursue
acquisitions as a growth vehicle and is consequently  focused  on
utilizing cash flow to reduce its debt.

      During  2000,  the  Company sold  a  facility  in  Malvern,
Pennsylvania  for  $35  million.   Other  noncore   asset   sales
generated $8.6 million of additional gross proceeds. Asset  sales
during 1999 generated $170.5 million in proceeds and included the
final  disposition of the assets of Golden Aluminum Company,  the
sale  of the Company's flexible packaging plants and the sale  of
the solar electric businesses.

       The   Company  currently  expects  that  cash  flow   from
operations,  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 December  31,  2000
was $39.3 million.

      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.

Environmental

     Some  of  the  Company's operations have been notified  that
they   may   be   potentially  responsible  parties   under   the
Comprehensive Environmental Response, Compensation and  Liability
Act  of  1980 or similar laws with respect to the remediation  of
certain sites where hazardous substances have been released  into
the  environment.  The Company cannot predict with certainty  the
total  costs  of remediation, its share of the total  costs,  the
extent  to  which  contributions will  be  available  from  other
parties, the amount of time necessary to complete the remediation
or   the  availability  of  insurance.   However,  based  on  the
investigations to date, the Company believes that  any  liability
with  respect  to  these  sites would  not  be  material  to  the
financial  condition  or results of operations  of  the  Company,
without consideration for insurance recoveries.  There can be  no
certainty,  however, that the Company will  not  be  named  as  a
potentially responsible party at additional sites or  be  subject
to  other  environmental matters in the future or that the  costs
associated  with those additional sites or matters would  not  be
material.

     In addition, the Company has received demands arising out of
alleged contamination of various properties currently or formerly
owned  by  the Company.  In management's opinion, none  of  these
claims will result in liability that would materially affect  the
Company's financial position or results of operations.

New Accounting Standard

     Statement of Financial Accounting Standards (SFAS) No.  133,
"Accounting  for Derivative Instruments and Hedging  Activities,"
was issued in June 1998.  This statement, as amended, establishes
accounting and reporting standards for derivative instruments and
for  hedging  activities.  It requires  the  recognition  of  all
derivatives  as either assets or liabilities in the statement  of
financial  position at fair value.  This statement  is  effective
for  the  Company's  financial statements  for  the  year  ending
December  31, 2001 and the adoption of this standard is  expected
to  have  a  cumulative  effect on  the  Company's  statement  of
financial position of approximately $6 million.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

Interest Rate Risk

      As  of  March  12,  2001, the Company's  capital  structure
includes  approximately $625 million of debt that bears  interest
based  upon  an  underlying rate that fluctuates with  short-term
interest rates, specifically LIBOR.  The Company has entered into
interest rate swap agreements that lock in LIBOR at 5.94% on $100
million  of  borrowings  and  6.98%  on  $125  million   of   its
borrowings.  In addition, the Company has interest rate contracts
that  cap  the LIBOR interest rate at 8.13% for $200  million  of
borrowings  and 6.75% for $150 million of borrowings.   With  the
Company's  interest rate protection contracts,  a  1%  change  in
interest   rates   would  impact  annual   pre-tax   results   by
approximately $6.2 million.

Factors That May Affect Future Results

      Certain  statements  in this document 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, a) revenue  projections  for
2001  and  future years' revenue growth might be reduced  because
customers experience lower demand, find alternative suppliers, or
otherwise  reduce their demand for our products, or  because  the
Company,  as a result of shutting down two plants, is  unable  to
efficiently  move business or to qualify that business  at  other
plants,  and  future  revenues are dependent  on  other  factors,
including  the  strength  of the U.S.  economy,  possible  future
government  regulations, the Company's  ability  to  execute  its
marketing  plans and the ability of the Company  to  capture  new
business; b) the new Golden plant startup might continue to  have
technical  and  other challenges and therefore  not  be  able  to
achieve increased throughput and efficiency; c) margins might  be
reduced  due to market conditions for products sold  and  due  to
increases  in  operating and materials costs,  including  energy,
recycled  fiber  and paperboard which might not  be  able  to  be
passed  through  to customers; d) the benefits of  restructuring,
reorganization,  integration, cost reduction and optimization  to
be  realized, including the benefits of an effective  startup  of
the  Golden  plant, are uncertain because of possible delays  and
increases in costs; e) the ability to continue to reduce  working
capital,  including inventory, is dependent in part on customers'
order and inventory levels, and credit taken by them; f) selling,
general  and administrative costs might increase based on  adding
more  staff and programs, and general cost increases; g)  capital
expenditures  might  be  higher than planned  due  to  unexpected
requirements  or  opportunities; h) debt may not  be  reduced  as
estimated  due  to  lower than expected free cash  flow;  i)  the
Company may be exposed to higher than predicted interest rates on
the  unhedged  portion of its debt and on any new debt  it  might
incur;  j)  if  the  Company  is unable  to  meet  the  financial
covenants  on  its debt, it could be subject to  higher  interest
rates  or  possible default; k) the Company might  not  meet  any
other  estimates for 2001 as a result of higher integration costs
following  the transfer of production within the system  and  the
transfer from two shutdown plants, market conditions for  pricing
products,  higher  production costs,  the  inability  to  realize
savings  from  cost  reduction programs,  higher  than  predicted
interest  rates, and other business factors; and l)  the  Company
might  not be able to maintain its effective tax rate at 40%  due
to  the  current  and future tax laws, the Company's  ability  to
identify and use its tax credits and other factors.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Index to Financial Statements and Supplementary Data


     Consolidated Financial Statements:                  Page(s)

          Report of Independent Accountants               28

          Consolidated Income Statement for the years
            ended December 31, 2000, 1999 and 1998        29

          Consolidated Statement of Comprehensive Income
             for the years ended December 31, 2000,
             1999 and 1998                                30

         Consolidated Balance Sheet at December 31,
            2000 and 1999                                 31

         Consolidated Statement of Cash Flows for
             the years ended December 31, 2000,
             1999 and 1998                                32

         Consolidated Statement of Shareholders'
             Equity for the years ended
             December 31, 2000, 1999 and 1998             33

         Notes to Consolidated Financial Statements       34-57

         Schedule II - Valuation and Qualifying
            Accounts for the years ended
            December 31, 2000, 1999 and 1998              58



                REPORT OF INDEPENDENT ACCOUNTANTS

To  the  Board of Directors and Shareholders of Graphic Packaging
International Corporation:

     In our opinion, the consolidated financial statements listed
in  the  accompanying  index  present  fairly,  in  all  material
respects,   the   financial   position   of   Graphic   Packaging
International  Corporation and its subsidiaries at  December  31,
2000 and 1999, and the results of their operations and their cash
flows  for  each of the three years in the period ended  December
31,  2000  in  conformity  with accounting  principles  generally
accepted  in the United States of America.  In addition,  in  our
opinion,   the  financial  statement  schedule  listed   in   the
accompanying index presents fairly in all material respects,  the
information set forth therein when read in conjunction  with  the
related   consolidated  financial  statements.   These  financial
statements   and  the  financial  statement  schedule   are   the
responsibility of the Company's management; our responsibility is
to  express  an  opinion on these financial  statements  and  the
financial  statement schedule based on our audits.  We  conducted
our  audits  of  these  statements in  accordance  with  auditing
standards  generally accepted in the United  States  of  America,
which  require  that  we plan and perform  the  audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statements, assessing the  accounting  principles
used and significant estimates made by management, and evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
Denver, Colorado
February 23, 2001



               MANAGEMENT'S REPORT TO SHAREHOLDERS

     The  preparation, integrity and objectivity of the financial
statements and all other financial information included  in  this
annual report are the responsibility of the management of Graphic
Packaging  International Corporation.  The  financial  statements
have   been  prepared  in  accordance  with  generally   accepted
accounting  principles, applying estimates based on  management's
best  judgment  where necessary.  Management  believes  that  all
material uncertainties have been appropriately accounted for  and
disclosed.

     The  established system of accounting procedures and related
internal  controls provide reasonable assurance that  the  assets
are safeguarded against loss and that the policies and procedures
are implemented by qualified personnel.

     PricewaterhouseCoopers   LLP,  the   Company's   independent
accountants,  provide  an  objective, independent  audit  of  the
consolidated financial statements.  Their accompanying report  is
based  upon an examination conducted in accordance with generally
accepted   auditing  standards,  including  tests  of  accounting
procedures and records.

     The   Board  of  Directors,  operating  through  its   Audit
Committee  composed of outside directors, monitors the  Company's
accounting  control  systems  and  reviews  the  results  of  the
auditing   activities.   The  Audit  Committee  meets  at   least
quarterly, either separately or jointly, with representatives  of
management,  the Company's independent accountants  and  internal
auditors.    To  ensure  complete  independence,  the   Company's
independent accountants and internal auditors have full and  free
access  to  the Audit Committee and may meet with or without  the
presence of management.

GAIL A. CONSTANCIO                      JOHN S. NORMAN
Chief Financial Officer                 Corporate Controller



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

                                     Year Ended December 31,
                                     2000       1999       1998

Sales                            $990,390   $742,510   $571,899
Sales to Coors Brewing Company    112,200    107,645    119,878
                                ---------   --------   --------
Total sales                     1,102,590    850,155    691,777

  Cost of goods sold              963,979    721,350    567,533
                                ---------   --------   --------
Gross profit                      138,611    128,805    124,244

  Selling, general and
    administrative expense         61,134     73,357     68,248
  Goodwill amortization            20,634     13,276      7,785
  Asset impairment and
    restructuring charges           5,620      7,813     21,391
                                ---------   --------   --------
Operating income                   51,223     34,359     26,820

  Gain from sale of businesses
    and other assets               19,172     30,236        ---
  Interest expense - net          (82,071)   (34,240)   (16,616)
                                ---------   --------   --------
Income (loss) from continuing
  operations before income
  taxes and extraordinary loss    (11,676)    30,355     10,204

  Income tax expense (benefit)     (4,678)    11,945      4,751
                                ---------   --------   --------
Income (loss) from continuing
  operations before
  extraordinary loss               (6,998)    18,410      5,453

Discontinued operations,
  net of tax
  Income from discontinued
    operations of CoorsTek            ---     15,637     15,812
  Loss on disposal of Golden
    Aluminum                          ---     (6,456)       ---
                                ---------   --------   --------
                                      ---      9,181     15,812
                                ---------   --------   --------
Income (loss) before
  extraordinary item               (6,998)    27,591     21,265

Extraordinary loss on early
  extinguishment of
  debt, net of tax of $1,312          ---     (2,332)       ---
                                ---------   --------   --------
Net income (loss)                  (6,998)    25,259     21,265

Preferred stock dividends
  declared                         (3,806)       ---        ---
                                ---------   --------   --------
Income (loss) attributable to
  common shareholders            ($10,804)   $25,259    $21,265
                                 ========   ========   ========



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

                                       Year Ended December 31,
                                     2000       1999       1998
                                ---------   --------   --------
Net income (loss) attributable
  to common shareholders
  per basic share of common
  stock:

  Continuing operations           ($0.37)      $0.65      $0.19

  Discontinued operations             ---       0.32       0.56

  Extraordinary loss                  ---      (0.08)       ---
                                ---------   --------   --------
Net income (loss) attributable
  to common shareholders
  per basic share                  ($0.37)     $0.89      $0.75
                                =========   ========   ========

Weighted average shares
  outstanding - basic              29,337     28,475     28,504
                                =========   ========   ========

Net income (loss) attributable
  to common shareholders
  per diluted share of common
  stock:

  Continuing operations            ($0.37)     $0.64      $0.19

  Discontinued operations             ---       0.32       0.54

  Extraordinary loss                  ---      (0.08)       ---
                                ---------   --------   --------
Net income (loss) attributable
  to common shareholders
  per diluted share                ($0.37)     $0.88      $0.73
                                =========   ========   ========

Weighted average shares
  outstanding - diluted            29,337     28,767     29,030
                                =========   ========   ========

See Notes to Consolidated Financial Statements.



          GRAPHIC PACKAGING INTERNATIONAL CORPORATION
        CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                        (in thousands)

                                       Year Ended December 31,
                                     2000       1999       1998
                                ---------   --------   --------
Net income (loss)                 ($6,998)   $25,259    $21,265
                                ---------   --------   --------
Other comprehensive income:
  Foreign currency translation
    adjustments:
    Adjustments arising during
    the period                       (355)     1,686     (3,218)
    Reclassifications for
    amounts already included
    in net income                     ---      3,362        ---
  Minimum pension liability
    adjustment, net of tax
    of $178 in 2000, ($354) in
    1999 and $459 in 1998            (267)       531       (688)
                                ---------   --------   --------
Other comprehensive income
  (loss)                             (622)     5,579     (3,906)
                                ---------   --------   --------
Comprehensive income (loss)       ($7,620)   $30,838    $17,359
	                        =========   ========   ========

See Notes to Consolidated Financial Statements.


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

                                                  December 31,
                                                2000         1999
ASSETS                                    ----------   ----------
Current assets
  Cash and cash equivalents                   $4,012      $15,869
  Accounts receivable, less allowance
    for doubtful accounts of $2,970 in
    2000 and $2,260 in 1999                   73,871       69,568
  Accounts receivable from Coors
    Brewing Company                            1,316        2,348
  Notes receivable                               ---      200,000
  Inventories                                105,228      128,365
  Deferred income taxes                       14,305       18,026
  Other assets                                17,329       13,737
                                          ----------   ----------
    Total current assets                     216,061      447,913

Properties, net                              480,395      541,164
Goodwill, net                                580,299      593,024
Other assets                                  54,695       61,070
                                          ----------   ----------
Total assets                              $1,331,450   $1,643,171
                                          ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt       $58,500     $400,000
  Accounts payable                            58,910       63,845
  Accrued expenses and other liabilities      59,338       91,292
                                          ----------   ----------
  Total current liabilities                  176,748      555,137

Long-term debt                               576,600      615,500
Other long-term liabilities                   58,595       44,084
                                          ----------   ----------
  Total liabilities                          811,943    1,214,721

Minority interest                              4,356        5,140
Commitments and contingencies (Note 16)          ---          ---

Shareholders' equity
Preferred stock, 20,000,000 shares
   authorized:
   Series A, $0.01 par value, no shares
     issued or outstanding                       ---          ---
   Series B, $0.01 par value, 1,000,000
     shares issued and outstanding at
     stated value of $100 per share at
     December 31, 2000                       100,000          ---
Common stock, $0.01 par value
   100,000,000 shares authorized;
   30,544,449and 28,576,771 issued
   and outstanding at December 31,
   2000 and 1999                                 305          286
Paid-in capital                              422,327      422,885
Retained earnings (deficit)                   (6,998)         ---
Accumulated other comprehensive income
  (loss)                                        (483)         139
                                          ----------   ----------
  Total shareholders' equity                 515,151      423,310
                                          ----------   ----------
Total liabilities and shareholders'
  equity                                  $1,331,450   $1,643,171
                                          ==========   ==========

See Notes to Consolidated Financial Statements.


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

                                       Year Ended December 31,
                                    2000         1999         1998
                                --------     --------     --------
Cash flows from operating
  activities:
  Net income (loss)              ($6,998)     $25,259      $21,265

  Adjustments to reconcile net
    income to net cash
    provided by operating
    activities:
    Asset impairment and
      restructuring charges        5,620        7,813       34,488
    Gain from sale of
      businesses and other
      assets                     (19,172)     (30,236)         ---
    Loss on disposal of
      Golden Aluminum                ---       10,000          ---
    Depreciation                  62,460       63,602       48,764
    Amortization of goodwill      20,634       15,393        8,743
    Amortization of debt
      issuance costs               8,865        2,448          ---
    Change in net deferred
      income taxes                11,676         (908)       7,305
    Change in current assets
      and current liabilities,
      net of effects from
      acquisitions
      Accounts receivable         (3,271)       3,757        2,865
      Inventories                 23,137        5,664       (1,232)
      Other assets                (3,592)      (6,866)       5,369
      Accounts payable            (4,935)      29,237      (18,151)
      Accrued expenses and
        other liabilities        (31,954)      20,392      (12,300)
      Change in deferred items
        and other                    828      (10,417)         178
                                --------     --------     --------
Net cash provided by operating
  activities                      63,298      135,138       97,294

Cash flows from investing
  activities:
  Additions to properties        (30,931)     (91,455)     (78,463)
  Acquisitions, net of cash
    acquired                         ---     (905,069)    (300,774)
  Collection of note
    receivable                   200,000          ---          ---
  Proceeds from sale of assets    43,580      170,526      131,899
  Other                              ---       13,812         (369)
                                --------     --------     --------
Net cash provided by (used in)
  investing activities           212,649     (812,186)    (247,707)

Cash flows from financing
  activities:
  Proceeds from issuance of
    preferred stock, net of
    stock issuance costs          98,558          ---          ---
  Proceeds from borrowings        51,500    1,643,116      126,800
  Repayment of debt             (431,900)    (957,200)         ---
  Debt issuance costs             (6,312)     (29,716)         ---
  Preferred stock dividends
    paid                          (1,306)         ---          ---
  Common stock issuance and
    other                          1,656       10,521          454
                                --------     --------     --------
Net cash provided by (used in)
  financing activities          (287,804)     666,721      127,254

Cash and cash equivalents:
  Net decrease in cash and
    cash equivalents             (11,857)     (10,327)     (23,159)
  Balance at beginning of year    15,869       26,196       49,355
                                --------     --------     --------
  Balance at end of year          $4,012      $15,869      $26,196
                                ========     ========     ========

Cash flows from discontinued operations of CoorsTek for 1999 and
1998 have not been excluded from the Consolidated Statement of
Cash Flows.

See Notes to Consolidated Financial Statements.


                 GRAPHIC PACKAGING INTERNATIONAL CORPORATION
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                (in thousands)

                                                        Accumu-
                                                         lated
                                                         Other
                                                        Compre-
                                                        hensive
                  Preferred Common  Paid-in Earnings     Income
                    Stock    Stock  Capital (Deficit)    (Loss)    Total
                  --------- ------ -------- --------  --------- --------
Balance at              ---   $284 $451,336 ($19,555)  ($1,534) $430,531
 December 31, 1997

Exercise of stock
  options               ---      1      875      ---       ---       876
Tax benefit of
  option exercise       ---    ---      480      ---       ---       480
Issuance of common
  stock                 ---      1    1,097      ---       ---     1,098
Share repurchase
  program               ---     (2)  (2,387)     ---       ---    (2,389)
Net income              ---    ---      ---   21,265       ---    21,265
Minimum pension
  liability
  adjustment            ---    ---      ---      ---      (688)     (688)
Cumulative
  translation
  adjustment            ---    ---      ---      ---    (3,218)   (3,218)
                   -------- ------ -------- --------  -------- ---------
Balance at
 December 31, 1998     ---    284  451,401    1,710     (5,440)  447,955

Issuance of common
  stock                 ---      2    3,816      ---       ---     3,818
Net income              ---    ---      ---   25,259       ---    25,259
CoorsTek dividend       ---    ---  (32,332) (26,969)      ---   (59,301)
Minimum pension
  liability
  adjustment            ---    ---      ---      ---       531       531
Cumulative
  translation
  adjustment            ---    ---      ---      ---     5,048     5,048
                  --------- ------ -------- --------  --------  --------
Balance at
 December 31, 1999      ---    286  422,885      ---       139   423,310

Issuance of common
  stock                 ---     19    4,690      ---       ---     4,709
Issuance of
  preferred stock,
  net of issuance
  costs             100,000    ---   (1,442)     ---       ---    98,558
Net loss                ---    ---      ---   (6,998)      ---    (6,998)
Preferred stock
  dividends
  declared              ---    ---   (3,806)     ---       ---    (3,806)
Minimum pension
  liability
  adjustment            ---    ---      ---      ---      (267)     (267)
Cumulative
  translation
  adjustment            ---    ---      ---      ---      (355)     (355)
                  --------- ------ -------- --------  --------  --------
Balance at
 December 31, 2000 $100,000   $305 $422,327  ($6,998)    ($483) $515,151
                  ========= ====== ======== ========  ========  ========

See Notes to Consolidated Financial Statements.


           GRAPHIC PACKAGING INTERNATIONAL CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Summary of Significant Accounting Policies

      Nature  of  Operations:   Graphic  Packaging  International
Corporation  (the Company or GPC) 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.

     CoorsTek,  Inc.  (formerly known as Coors Ceramics  Company)
develops,  manufactures  and  sells advanced  technical  products
across   a  wide  range  of  product  lines  for  a  variety   of
applications.  On December 31, 1999, the Company distributed 100%
of CoorsTek's shares of common stock to the GPC shareholders in a
tax-free   transaction.   Shareholders  received  one  share   of
CoorsTek  stock  for every four shares of GPC  stock  held.   The
results  of  operations for CoorsTek have  been  presented  as  a
discontinued  operation  in  the  accompanying  1999   and   1998
consolidated financial statements.  CoorsTek issued a  promissory
note  to  GPC  on  December 31, 1999 totaling $200.0  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 GPC as a result of the spin-off transaction.

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

       Consolidation:   The  consolidated  financial   statements
include  the  accounts of the Company and its  wholly  owned  and
majority   owned   subsidiaries.    All   material   intercompany
transactions have been eliminated.

      Use  of  Estimates:  The consolidated financial statements
have   been  prepared  in  conformity  with  generally  accepted
accounting  principles, using management's  best  estimates  and
judgments  where  appropriate.  Management has made  significant
estimates  with  respect to asset impairment  and  restructuring
charges.   Actual  results  could differ  from  these  estimates
making  it  reasonably possible that a change in these estimates
could occur in the near term.

     Reclassifications:  Certain 1999 and 1998 amounts have been
reclassified to conform to the 2000 presentation.

      Concentration of Credit Risk:  A significant portion of the
Company's  net  sales consist of sales to Kraft Foods,  Inc.  and
affiliates  under various contracts and Coors Brewing Company  as
follows:

                                  2000      1999     1998
                                  ----      ----     ----
     Kraft Foods, Inc.             14%       20%      15%
     Coors Brewing Company         10%       13%      17%

      Revenue Recognition:  Revenue is generally recognized  when
goods  are  shipped.   Shipping and handling  costs  invoiced  to
customers   are  included  in  revenue.   Associated  costs   are
recognized as costs of sales.

     Inventories:  Inventories are stated at the lower of cost or
market.   Cost  is  determined by the first-in, first-out  (FIFO)
method.

     The classification of inventories, in thousands, at December
31, was as follows:

                                2000        1999
                            --------    --------
     Finished                $61,038     $63,491
     In process               13,301      20,466
     Raw materials            30,889      44,408
                            --------    --------
       Total inventories    $105,228    $128,365
                            ========    ========

       Properties:   Land,  buildings,  equipment  and  purchased
software  are stated at cost.  The costs of developing  internal-
use software are capitalized and amortized when placed in service
over  the  expected  useful life of the  software.   Real  estate
properties  are  non-operating properties  held  for  sale.   For
financial   reporting   purposes,   depreciation   is    recorded
principally on the straight-line method over the estimated useful
lives of the assets as follows:

     Buildings                             30 years
     Machinery and equipment               3 to 15 years
     Building and leasehold improvements   The shorter of the
                                               useful life, lease
                                               term or 15 years
     Internal-use software                 8 years

     The cost of properties and related accumulated depreciation,
in thousands, at December 31, consisted of the following:

                                          2000        1999
                                      --------     --------
     Land and improvements             $17,863      $17,077
     Buildings and improvements        122,820      117,605
     Machinery and equipment           506,984      471,022
     Real estate properties              5,342        5,944
     Construction in progress           23,926       79,946
                                      --------     --------
                                       676,935      691,594
     Less accumulated depreciation     196,540      150,430
                                      --------     --------
       Net properties                 $480,395     $541,164
                                      ========     ========

      Accelerated  depreciation methods are generally  used  for
income  tax  purposes.   Expenditures  for  new  facilities  and
improvements  that substantially extend the capacity  or  useful
life  of  an  asset  are  capitalized.   Ordinary  repairs   and
maintenance are expensed as incurred.

       Impairment   of   Long-Lived   Assets   and   Identifiable
Intangibles:  The Company periodically reviews long-lived assets,
identifiable  intangibles and goodwill  for  impairment  whenever
events or changes in business circumstances indicate the carrying
amount  of  the assets may not be fully recoverable.  Measurement
of  the  impairment loss is based on the fair value of the asset,
which  is  generally  determined by  the  discounting  of  future
estimated cash flows.

      Start-Up Costs:  Non-construction start-up costs associated
with manufacturing facilities are expensed as incurred.

      Goodwill:   Goodwill is amortized on a straight-line  basis
over  the estimated future periods to be benefited, generally  30
years.   Goodwill  was $617.6 million at December  31,  2000  and
$609.7   million   at   December  31,  1999,   less   accumulated
amortization of $37.3 million and $16.7 million, respectively.

      Share Repurchase Program:  On September 3, 1998, the  Board
of  Directors  authorized the repurchase  of  up  to  5%  of  the
Company's  outstanding common shares on the open market.   During
1998, the Company repurchased 181,200 shares for approximately $2
million  under  this share repurchase program.   No  shares  were
repurchased  in  2000  or 1999.  Terms of  the  Credit  Agreement
entered   into  in  1999  currently  prohibit  additional   share
repurchases.

      Hedging Transactions:  The Company periodically enters into
forward  exchange  contracts  to  hedge  transactions  and   firm
commitments denominated in foreign currencies.  Gains and  losses
on  foreign exchange contracts are deferred and recognized in the
basis  of the transaction when completed.  Through January  1999,
the  Company also periodically entered into forward,  future  and
option  contracts for commodities to hedge its exposure to  price
fluctuations.  The gains and losses on qualified hedge  contracts
were deferred and recognized in cost of goods sold as part of the
product  cost.   The  Company also enters into  forward  purchase
contracts  periodically to purchase energy.  The  Company  enters
into  these contracts with the expectation of taking delivery  of
the  energy  during the normal course of business.  In  addition,
the  Company  has  entered into contracts to cap  the  underlying
interest  rate  on  $350.0  million of borrowings  and  has  also
entered into interest rate swap agreements for $225.0 million  of
its  borrowings.   (See  Note  7.)  Gains  and  losses  on  these
contracts are recognized in interest expense when realized.

       Earnings per Share:  Following is a reconciliation between
basic  and  diluted  earnings per common  share  from  continuing
operations  attributable to common shareholders for each  of  the
three  years  ended December 31 (in thousands, except  per  share
information):

                                                 Per
                                               Share
                            Income   Shares   Amount
2000                       -------   ------   ------
Income (loss) from
  continuing perations
  attributable to
  common shareholders --
  basic EPS               ($10,804)  29,337   ($0.37)
Other dilutive equity
  instruments                  ---      ---
                          --------   ------
Income (loss) from
  continuing operations
  attributable to
  common shareholders --
  diluted EPS             ($10,804)  29,337   ($0.37)
                          ========   ======   ======

1999
Income (loss) from
  continuing operations
  attributable to
  common shareholders --
  basic EPS                $18,410   28,475    $0.65
Other dilutive equity
  instruments                  ---      292
                          --------   ------
Income (loss) from
  continuing operations
  attributable to
  common shareholders --
  diluted EPS              $18,410   28,767    $0.64
                          ========   ======   ======

1998
Income (loss) from
  continuing operations
  attributable to
  common shareholders --
  basic EPS                 $5,453   28,504    $0.19
Other dilutive equity
  instruments                  ---      526
                          --------   ------
Income (loss) from
  continuing operations
  attributable to
  common shareholders --
  diluted EPS               $5,453   29,030    $0.19
                          ========   ======   ======

      The Company's outstanding preferred stock of $100.0 million
is  convertible  into approximately 48,485,000 shares  of  common
stock.   The conversion of the preferred stock into common  stock
is not reflected in the diluted earnings per share calculation as
conversion   would   be  anti-dilutive  for   2000.    Additional
potentially  dilutive securities, in thousands,  totaling  6,627,
4,262,  and  2,416,  were  excluded from the  historical  diluted
income  or  loss per common share calculations because  of  their
anti-dilutive effect for 2000, 1999 and 1998, respectively.

       Statement  of  Cash  Flows:   The  Company  defines   cash
equivalents as highly liquid investments with original maturities
of  90 days or less.  Book overdrafts totaling $20.0 million  and
$22.5  million at December 31, 2000 and 1999, respectively,  have
been  included  in  accounts payable on the accompanying  balance
sheet.   The  Company received a net income tax  refund  of  $7.1
million  in 2000 and paid income taxes totaling $2.8 million  and
$8.7 million in 1999 and 1998, respectively.

      Interest  incurred,  capitalized,  expensed  and  paid,  in
thousands, for the years ended December 31, were as follows:

                           2000      1999      1998
                        -------   -------   -------
Total interest costs    $84,343   $38,856   $22,308
Interest capitalized      1,089     1,973       330
Interest expensed        83,254    36,883    21,978
Interest paid            80,872    35,970    19,454

      Non-cash investing and financing activities in 1999 include
the  receipt of a $200 million short-term note in connection with
the  CoorsTek  spin-off, cancellation of  a  $60.0  million  note
receivable when Golden Aluminum was returned to the Company,  and
the issuance of shares of common stock valued at $3.2 million  in
exchange for compensation and other services.  Non-cash investing
and  financing activities in 2000 include the issuance of  shares
of  common  stock valued at $4.2 million relating to  the  401(k)
employer match.

      Environmental  Expenditures  and  Remediation  Liabilities:
Environmental expenditures that relate to current operations  are
expensed or capitalized as appropriate.  Expenditures that relate
to  an existing condition caused by past operations, and which do
not  contribute  to  current or future  revenue  generation,  are
expensed.     Liabilities   are   recorded   when   environmental
assessments  and/or remedial efforts are probable and  the  costs
can be reasonably estimated.

     New  Accounting Standard:  Statement of Financial Accounting
Standards  (SFAS) No. 133, "Accounting for Derivative Instruments
and   Hedging  Activities,"  was  issued  in  June  1998.    This
statement,  as  amended,  establishes  accounting  and  reporting
standards  for derivative instruments and for hedging activities.
It  requires the recognition of all derivatives as either  assets
or  liabilities  in the statement of financial position  at  fair
value.   This statement is effective for the Company's  financial
statements for the year ending December 31, 2001 and the adoption
of  this standard is expected to have a cumulative effect on  the
Company's  statement  of financial position of  approximately  $6
million.


Note 2.  Discontinued Operations

     The  historical operating results and losses on the sale  of
the   following   business  segments  have  been  segregated   as
discontinued  operations on the accompanying Consolidated  Income
Statement  for  the  years  ended December  31,  1999  and  1998.
Discontinued   operations  have  not  been  segregated   on   the
Consolidated  Statement  of  Cash  Flows.   Asset  and   business
dispositions  which  do not constitute the discontinuation  of  a
business  segment  are  discussed in Note  4.   See  Note  3  for
discussion  of  the  Kalamazoo Mill, which was reclassified  from
discontinued operations to continuing operations in 2000.

     CoorsTek Spin-off

     On  December  31,  1999,  the Company  distributed  100%  of
CoorsTek's  shares of common stock to the GPC shareholders  in  a
tax-free   transaction.   Shareholders  received  one  share   of
CoorsTek stock for every four shares of GPC stock held.  CoorsTek
issued  a  promissory note to GPC on December 31,  1999  totaling
$200.0   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 GPC as a result of the spin-off
transaction.  Interest expense of $16.0 million and $3.6  million
was  allocated to the discontinued operations of CoorsTek in 1999
and  1998,  respectively,  based  upon  intercompany  debt,  plus
CoorsTek's allocation of total consolidated debt at the  time  of
the spin-off in 1999.

     Golden Aluminum

     In 1996, the Board of Directors adopted a plan to dispose of
the Company's aluminum rigid-container sheet business operated by
Golden  Aluminum.  In conjunction with this decision, the Company
recorded pre-tax charges of $155.0 million for anticipated losses
upon  the  disposition  and estimated  operating  losses  of  the
business  through  the disposition date.  In March  1997,  Golden
Aluminum  was sold for $70.0 million, of which $10.0 million  was
paid  at closing and $60.0 million was due within two years.   In
December of 1998, the Company extended the due date on the  $60.0
million payment until September 1, 1999.  In accordance with  the
purchase  agreement, the purchaser exercised its right to  return
Golden Aluminum to the Company on August 23, 1999 in discharge of
the  $60.0  million  obligation.  The initial  payment  of  $10.0
million  was  nonrefundable.  The Company subsequently  sold  the
assets of Golden Aluminum to another buyer for approximately  $41
million  on  November 5, 1999.  An additional pre-tax  charge  of
$10.0  million  was  recorded in 1999 relating  to  the  ultimate
disposition of Golden Aluminum's assets.
Financial Data - Discontinued Operations

     Financial  data  for CoorsTek and Golden  Aluminum  for  the
years ended December 31, in thousands, are summarized as follows:

                                             Golden
1999                              CoorsTek  Aluminum      Total
                                  --------  --------   --------

Net sales                         $365,061      $---   $365,061
                                  ========  ========   ========
Income from operations before
  income taxes                     $25,117      $---    $25,117
Income tax expense                   9,480       ---      9,480
                                  --------  --------   --------
Income from operations              15,637       ---     15,637

Loss from disposal before taxes        ---   (10,000)   (10,000)
Income tax benefit                     ---     3,544      3,544
                                  --------  --------   --------
Net income (loss)                  $15,637   ($6,456)    $9,181
                                  ========  ========   ========
Net income per basic share of
  common stock:
  Income from operations             $0.55      $---      $0.55
  Loss on disposal                     ---     (0.23)     (0.23)
                                  --------  --------   --------
Net income (loss) per basic
  share                              $0.55    ($0.23)     $0.32
                                  ========  ========   ========
Net income per diluted share of
  common stock:
  Income from operations             $0.54      $---      $0.54
  Loss on disposal                     ---     (0.22)     (0.22)
                                  --------  --------   --------
Net income (loss) per diluted
  share                              $0.54    ($0.22)     $0.32
                                  ========  ========   ========


                                              Golden
1998                              CoorsTek  Aluminum      Total
                                  --------  --------   --------
Net sales                         $296,614      $---   $296,614
                                  ========  ========   ========
Income from operations before
  income taxes                     $25,361      $---    $25,361
Income tax expense                   9,549       ---      9,549
                                  --------  --------   --------
Net income                         $15,812      $---    $15,812
                                  ========  ========   ========

Net income per basic share           $0.56      $---      $0.56
                                  ========  ========   ========

Net income per diluted share         $0.54      $---      $0.54
                                  ========  ========   ========

Note 3.  Acquisitions

     1999 Acquisitions

Fort James Packaging Business

     On  August  2,  1999, the Company acquired  the  assets  and
liabilities of the packaging manufacturing business of Fort James
Corporation for cash consideration of approximately $849 million.
The  Fort James acquisition, which included 13 operations located
throughout  North  America,  has been  accounted  for  under  the
purchase  method.  Accordingly, the excess of the purchase  price
over  the  fair value of the assets and liabilities  acquired  of
approximately $454 million is being amortized using the straight-
line  method over 30 years.  The folding carton business of  Fort
James was a major supplier of folding cartons to leading consumer
product  companies  for  packaging  food.   The  folding   carton
business of Fort James has been included in the Company's results
since August 2, 1999.

      On  May 12, 2000, the Company announced the planned closure
of  the  Perrysburg, Ohio folding carton plant.   Costs  totaling
$7.85  million  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.   The
Company has completed the closure of the plant and the transition
of  the  plant's  business  to other  Company  facilities  as  of
December  31,  2000.   The plant's property  is  currently  being
offered for sale.

      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 Kalamazoo Mill was reflected in
the Company's consolidated financial statements as a discontinued
operation  from December 1999 through September  30,  2000.   The
Company  has  been  unable  to  sell  the  Kalamazoo  Mill   and,
accordingly, has reclassified the results of operations  and  net
assets  of the Kalamazoo Mill into continuing operations for  all
periods   presented  in  the  Company's  consolidated   financial
statements.  The Company is no longer actively pursuing the  sale
of the Kalamazoo Mill.

       The  following  assets,  liabilities,  and  components  of
operating income from the Kalamazoo Mill's 1999 results have been
added to continuing operations (in thousands):

             Total assets          $243,068
                                   ========

             Total liabilities      $18,068
                                   ========

             Net sales              $18,750
                                   ========

             Operating income        $3,243
                                   ========

     The  following unaudited pro forma information for  GPC  has
been  prepared  assuming that the Fort James  packaging  business
acquisition  had  occurred on January 1,  1998.   The  pro  forma
information   includes  adjustments  for  (1)   amortization   of
goodwill,   (2)  increased  interest  expense  related   to   new
borrowings at applicable rates for the purchase, and (3) the  net
tax  effect  of  pro  forma adjustments at  the  statutory  rate.
CoorsTek  and  Golden  Aluminum  are  reflected  as  discontinued
operations in the unaudited pro forma financial information.  The
unaudited  pro  forma  financial  information  is  presented  for
informational  purposes only and may not  be  indicative  of  the
results of operations as they would have been had the transaction
actually  occurred  on  January 1, 1998  nor  is  it  necessarily
indicative  of the results of operations which may occur  in  the
future.

        PRO FORMA INCLUDING FORT JAMES PACKAGING BUSINESS

                                       Pro Forma      Pro Forma
                                       Year Ended     Year Ended
                                      December 31,   December 31,
                                          1999           1998
(in thousands, except per share data)  (Unaudited)    (Unaudited)
                                       ----------     ----------
Net sales                              $1,187,781     $1,283,310
                                       ==========     ==========
Income (loss) from continuing
  operations, before
  extraordinary loss                       (2,867)       (30,919)
                                       ==========     ==========

Net income (loss)                           3,982        (15,107)
                                       ==========     ==========
Income (loss) from continuing
  operations, before
  extraordinary loss per
  basic share of common stock              ($0.10)        ($1.09)
                                       ==========     ==========
Income (loss) from continuing
  operations, before
  extraordinary loss per
  diluted share of common stock            ($0.10)        ($1.09)
                                       ==========     ==========
Net income (loss) per basic
  share of common stock                     $0.14         ($0.53)
                                       ==========     ==========
Net income (loss) per diluted
  share of common stock                     $0.14         ($0.53)
                                       ==========     ==========

Edwards Enterprises

     On  March  1, 1999, CoorsTek acquired all of the outstanding
shares of Edwards Enterprises for approximately $18 million.  The
acquisition  has  been accounted for under the  purchase  method.
Accordingly, the excess of the purchase price over the fair value
of  net assets acquired of $4.2 million is being amortized  using
the  straight-line  method over 20 years.   Edwards  Enterprises,
located  in  Newark,  California, manufactures precision-machined
parts  for  the semiconductor industry.  The results  of  Edwards
Enterprises  since  March  1,  1999  are  included  in  the  1999
discontinued operations of CoorsTek.

Precision Technologies

      On  March  12,  1999, CoorsTek acquired the net  assets  of
Precision Technologies for approximately $22 million in cash  and
300,000 warrants to receive shares of the Company's common  stock
at  an exercise price equal to the fair market value at the  date
of  closing.   These  warrants were converted  into  warrants  to
purchase  shares of CoorsTek stock following the  spin-off.   The
warrants  were recorded as an increase in the purchase  price  at
their  estimated fair value on the date of acquisition using  the
Black-Scholes pricing model.  The acquisition has been  accounted
for  under  the purchase method of accounting.  Accordingly,  the
excess  of  the purchase price over the fair value of net  assets
acquired  of $20.2 million is being amortized using the straight-
line  method over 20 years.  Precision Technologies,  located  in
Livermore, California, manufactures precision-machined parts  for
the  semiconductor, medical and aircraft industries.  The results
of  Precision Technologies since March 12, 1999 are  included  in
the 1999 discontinued operations of CoorsTek.

Doo Young Semitek

      In  December 1999, CoorsTek acquired all of the outstanding
shares  of Doo Young Semitek for $3.6 million.  The name  of  Doo
Young  Semitek  was subsequently changed to CoorsTek-Korea.   The
acquisition has been accounted for under the purchase  method  of
accounting  and goodwill of $2.5 million is being amortized  over
15  years.   CoorsTek-Korea, located in Kyungbook,  South  Korea,
manufactures   technical  ceramic  parts  for  the  semiconductor
industry.  The results of CoorsTek-Korea since December 1999  are
included in the 1999 discontinued operations of CoorsTek.

     1998 Acquisitions

Britton Group

     On  January 14, 1998, the Company acquired Britton Group plc
pursuant  to  a cash tender offer of approximately $420  million.
The Britton acquisition has been accounted for under the purchase
method.  Accordingly, the estimated excess of purchase price over
the  fair  value  of  net assets acquired of  approximately  $164
million is being amortized using the straight-line method over 30
years.   Britton  was an international packaging group  operating
through  two  principal divisions: folding cartons and  plastics.
The   folding  cartons  division,  Universal  Packaging,   is   a
nonintegrated  manufacturer  of folding  cartons  in  the  United
States,  with  capabilities in design, printing and manufacturing
of  multicolor folding cartons.  The plastics division of Britton
(Plastics  Division), which was disposed of  by  the  Company  on
April  20, 1998, operated in the United Kingdom and included  the
extrusion, conversion and printing of polyethylene into films and
bags   for   industrial  customers.   The  results  of  Universal
Packaging  are reflected in the accounts of the Company beginning
January  14,  1998.   The Plastics Division was  reflected  as  a
discontinued operation through the April 20, 1998 disposal date.

Filpac

     In August 1998, the Company acquired the assets and business
of  Filpac,  a  flexible packaging company, located in  Montreal,
Canada  for  $4.8  million  in cash.  The  acquisition  has  been
accounted  for  under the purchase method of accounting  and  has
been   included  in  the  accounts  of  the  Company  since   the
acquisition  date.   No goodwill resulted from this  acquisition.
Filpac  was included in the Company's September 2, 1999  sale  of
its flexible packaging plants.


Note 4.  Dispositions

     2000 Dispositions

Malvern Packaging Plant

      On October 31, 2000, the Company sold the net assets of its
Malvern,  Pennsylvania packaging plant to Huhtamaki Van Leer  for
approximately  $35 million in cash.  The proceeds from  the  sale
were used to reduce debt.  The Company recorded a pre-tax gain of
$11.4  million on the sale.  The after-tax gain on sale was  $6.8
million, or $0.23 per basic and diluted share.

Other Assets

      The  Company sold patents and various other assets  of  its
former   developmental  businesses  and  an  airplane  for   cash
consideration of approximately $8.2 million.  A pre-tax  gain  of
$7.8  million  was  recognized in 2000 relating  to  these  asset
sales.  The after-tax gain on sale was $4.7 million, or $0.16 per
basic   and  diluted  share.   A  contingent  pre-tax   gain   of
approximately $3 million exists with respect to the sale of these
other  assets  which may be realized, in whole  or  in  part,  in
future periods.

     1999 Dispositions

Flexible Packaging Plants

      On  September  2,  1999,  the  Company  sold  its  flexible
packaging  plants  to Sonoco Products Company  for  approximately
$105  million  in cash.  The Company used the proceeds  from  the
sale, less transaction costs, to reduce debt associated with  its
recent acquisition of the packaging business of Fort James.   The
Company  recorded a pre-tax gain of $22.7 million.  The after-tax
gain  on  sale  was $13.6 million, or $0.48 per basic  share  and
$0.47 per diluted share.

Solar Electric Business

     On August 3, 1999, the Company sold its majority interest in
a  group  of  solar  electric distribution companies  to  Kyocera
International,  Inc.,  a  wholly  owned  subsidiary  of   Kyocera
Corporation.  The Company realized $30.8 million in cash of which
$20.8 million was consideration for the Company's equity position
and  $10.0 million was for the repayment of certain debt owed  to
the  Company.  The Company used the proceeds from the sale,  less
transaction  costs,  to reduce debt associated  with  its  recent
acquisition of the packaging business of Fort James.  The pre-tax
gain  recorded in conjunction with this transaction totaled  $7.5
million  while  the  after-tax gain was $4.5 million.   Resultant
earnings per share on a basic and diluted basis for the  gain  on
this sale were $0.16.

     1998 Dispositions

Britton Group Plastics Division

     On  April  20, 1998, the Company sold the Plastics  Division
for approximately pounds 82 million, or $135.0 million, including
pounds  80 million  in  cash  and  a  pounds  2 million,  5% note
receivable due in  2007 or  upon change in control.  The majority
of the sale price, less transaction  costs,  was used to pay down
debt  incurred  by  the Company for the Britton acquisition.

     Subsequent  to the acquisition date of Britton, the  Company
accounted  for the Plastics Division as a discontinued  operation
held  for  sale.   Therefore,  the disposition  of  the  Plastics
Division  did  not  have an impact on the  Company's  results  of
operations.  The Plastics Division had net sales for  the  period
January  14,  1998 through April 20, 1998 of $40.9 million,  with
breakeven operating results.  The Company allocated $1.8  million
of  interest expense related to the acquisition of Britton to the
Plastics  Division  during the period January  14,  1998  through
April 20, 1998.


Note 5.  Asset Impairment and Restructuring Charges

     Asset Impairment Charges

      The  Company  recorded a total of $5.9  million  and  $19.4
million   in   asset  impairment  charges  in  1999   and   1998,
respectively.   Goodwill impairment of $5.5 million was  included
in  the  1998 charge.  The remainder of the 1998 charge consisted
of  fixed  asset impairments.  The 1999 charge consisted entirely
of fixed asset impairments as described below.

     1999:  The Company recorded $5.9 million of asset impairment
charges  in 1999 due to decisions to close its Boulder,  Colorado
and  Saratoga  Springs, New York plants.  The  Boulder,  Colorado
plant  has  been  replaced  by a new  manufacturing  facility  in
Golden,  Colorado, which uses advanced equipment to  improve  the
production   process.   Due  to  certain  delays  in   production
transition  to  Golden,  the Boulder facility  remains  partially
operational  at  December  31, 2000, with  the  expectation  that
complete  shutdown will occur during 2001.  The Saratoga  Springs
plant  operated at higher overhead levels than other  plants  and
used  gravure press technology.  Therefore, the decision was made
to sell the Saratoga Springs property; move the business to other
folding  carton  plants; and dispose of the  gravure  presses  at
Saratoga  Springs.  Boulder writedowns totaled $2.9  million  and
Saratoga  Springs writedowns totaled $3.0 million.  The  Saratoga
Springs facility shutdown was complete at December 31, 2000.  The
plant's property is currently being offered for sale.

     1998:    The  Company  recorded  $18.5  million   in   asset
impairment charges in 1998.  Deterioration of the performance  at
certain  flexible packaging facilities and increased  competitive
conditions led management to review the carrying amounts of long-
lived   assets  and  goodwill  in  conjunction  with  an  overall
restructuring  plan.   Specifically,  forecasted  operating  cash
flows  did  not support the carrying amount of certain long-lived
assets  and  goodwill  at  Graphic  Packaging's  Franklin,   Ohio
operation.  In addition, management decided to offer for sale the
Vancouver,  British  Columbia operation and  close  a  divisional
office  in North Carolina.  Therefore, the long-lived assets  and
related  goodwill  were  written down to their  estimated  market
values using the asset held for sale model.

      The  Company recorded net asset impairment charges of  $0.9
million  in  its  Other businesses during  1998.   These  charges
included  a  $1.0 million asset impairment charge to  write  down
long-lived  assets of Solartec, S.A., a solar electric subsidiary
in   Argentina.   Since  acquiring  Solartec  in  November  1996,
operating  cash  flows were below original  expectations.   As  a
result,  the  Company  recorded this  impairment  to  reduce  the
carrying  value  of its investment in Solartec to  its  estimated
fair  market  value.  In addition, the Company  recorded  a  $0.4
million asset impairment charge related to the consolidation  and
outsourcing  of  certain manufacturing activities  at  its  solar
electric  distribution business.  As a result, certain long-lived
assets  became impaired and were written down to their  estimated
market  value.   Also  during  1998,  the  Company  sold  certain
equipment  formerly used in a biodegradable polymer  project  for
approximately  $0.5  million.  These assets had  been  previously
written off as an asset impairment, so the resulting gain on sale
of  these  assets  was netted against the 1998  asset  impairment
charge.

     Restructuring Charges

     The  Company  recorded restructuring charges  totaling  $5.6
million,  $1.9 million and $2.0 million in 2000, 1999, and  1998,
respectively.   In  addition,  restructuring  reserves  of   $1.3
million  related to the Perrysburg closure were recorded in  2000
as  a cost of the Fort James packaging business acquisition.  The
following   table   summarizes   accruals   related   to    these
restructurings.

                  Biodegradable Corn
                     Polymer    Syrup   Graphic   Graphic
                      Exit      Exit  Packaging Packaging
(in millions)         Plan      Plan  Corporate Operations Total
                  ------------- ----- --------- ---------- -----
Balance,
 December 31, 1997     $0.4     $0.9     $1.7       ---     $3.0

1998 restructuring
 charges                ---     (0.8)     ---       2.8      2.0
Cash paid              (0.4)    (0.1)    (1.7)     (1.0)    (3.2)
                      -----    -----    -----     -----    -----
Balance,
 December 31, 1998      ---      ---      ---       1.8      1.8
1999 restructuring
 charges                ---      ---      ---       1.9      1.9
Cash paid               ---      ---      ---      (1.8)    (1.8)
                      -----    -----    -----     -----    -----
Balance,
 December 31, 1999      ---      ---      ---       1.9      1.9
2000 restructuring
 charges                ---      ---      ---       5.6      5.6
2000 restructuring
 - Perrysburg           ---      ---      ---       1.3      1.3
Cash paid               ---      ---      ---      (3.8)    (3.8)
                      -----    -----    -----     -----    -----
Balance,
 December 31, 2000     $---     $---     $---      $5.0     $5.0
                      =====    =====    =====     =====    =====

       2000:    In   December  2000  the  Company   announced   a
restructuring  plan  to reduce fixed-cost  personnel.   The  plan
includes  the  elimination  of approximately  200  non-production
positions  across  the Company and offers severance  packages  in
accordance  with the Company's policies.  The total cost  of  the
reduction  in force is estimated at $5.0 million, of  which  $3.0
million  was recognized in the fourth quarter 2000 results.   The
remaining  cost of approximately $2.0 million will be  recognized
in   the   first  half  of  2001  when  severance  packages   are
communicated to employees.

     In  connection with the announced closure of the Perrysburg,
Ohio   plant,  restructuring  reserves  were  recorded   totaling
approximately $1.3 million.  The reserves relate to severance  of
approximately  100 production positions and other  plant  closing
costs.   Consistent  with the asset impairments  related  to  the
Perrysburg  closure, the restructuring costs have been  accounted
for  as  a cost of the Fort James packaging business acquisition,
with  a  resultant adjustment to goodwill.  As  of  December  31,
2000,  approximately $700,000 of the restructuring  charges  have
been paid relating to the Perrysburg closure.

     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 was closed pursuant to a plant
rationalization plan approved by the Company's Board of Directors
in  the  fourth  quarter of 1999.  The Company has completed  the
closure of the Saratoga Springs plant and the transition  of  the
plant's business to other Company facilities.  Approximately $2.0
million  of  restructuring charges have  been  paid  through  the
fourth   quarter  relating  to  the  Saratoga  Springs   facility
shutdown.

      1999:   The  Company recorded a $1.9 million  restructuring
charge  pursuant to a plant rationalization plan approved by  the
Company's  Board of Directors.  The Company instituted this  plan
to  further  its  goal of refining its focus  on  folding  carton
packaging  and  to  reduce headcount.  All  of  the  1999  charge
relates  to  severance, primarily at the Company's  Lawrenceburg,
Tennessee manufacturing plant.  The Company initially planned  to
complete this restructuring plan by the end of 2000.  At December
31,  2000,  approximately $1.0 million of severance  and  related
costs  have  been paid.  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,  have
impacted the completion of the restructuring and resulted in  the
savings  of  approximately $800,000 of anticipated  restructuring
costs.   The  2000 restructuring expense is net of this  $800,000
benefit.

      1998:  During  1998, the Company instituted a restructuring
plan related to certain Graphic Packaging operations and recorded
$2.8  million  in restructuring charges.  This plan included  the
consolidation and realignment of certain administrative functions
and  the  downsizing of its Franklin, Ohio operation.  This  plan
resulted  in  the elimination of approximately 20  administrative
and  65  manufacturing positions with related severance costs  of
approximately   $2.5   million.    This   plan   also    included
approximately  $0.3 million in other exit costs relating  to  the
closure  of  a divisional office in North Carolina.  The  Company
made  cash payments of $1.0 million in the fourth quarter of 1998
and $1.6 million during 1999.  Remaining reserves at December 31,
2000 relate to operating lease obligations in connection with the
divisional office.

Note 6.  Indebtedness

     As  of December 31, 2000, the Company's borrowings under the
Senior Credit Facilities totaled $635.1 million and bore interest
based  on  LIBOR  resulting in a blended  rate  of  approximately
11.1%,  including amortization of debt issuance costs.  Long-term
debt, in thousands, consisted of the following as of December 31:

                                               2000        1999
                                           --------   ---------
      Term loan due August 15, 2001         $33,500    $375,000
      Five-year term loan due
        August 2, 2004                      312,500     325,000
      Revolving credit facility due
        August 2, 2004                      289,100     315,500
                                           --------   ---------
      Total debt                            635,100   1,015,500
          Less current maturities            58,500     400,000
                                           --------   ---------
      Total long-term debt                 $576,600    $615,500
                                           ========   =========

      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 acquisition of
the  Fort  James  packaging business and to repay  the  Company's
other outstanding borrowings.

      During the first quarter of 2000, the Company utilized  the
$200  million  of proceeds from the CoorsTek spin-off  to  reduce
outstanding  debt.  In addition, in August of 2000,  the  Company
issued  $100  million of convertible preferred stock and  reduced
outstanding  debt  with the proceeds.  In  conjunction  with  the
preferred  stock  issuance,  the Senior  Credit  Facilities  were
amended  to extend the term of the one-year facility,  allow  for
the  payment  of a dividend on the newly issued preferred  stock,
and  to  revise the financial covenants and required amortization
schedule under the five-year term loan.

      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  2001  through  2004,  respectively,  are   $25
million,  $35  million,  $40 million and $25  million,  with  the
remaining balance due on August 2, 2004.

      The  Senior Credit Facilities are collateralized  by  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  other  than  permitted
dividends on the preferred stock, and imposes limitations on  the
incurrence of additional debt, acquisitions, capital expenditures
and the sale of assets.

      Interest  expense  of $16.0 million and  $3.6  million  was
allocated to the discontinued operations of CoorsTek in 1999  and
1998, respectively, based upon CoorsTek's $200 million allocation
of  total consolidated debt at the time of the spin-off for 1999,
$50  million  of  outstanding intercompany  debt  for  1998,  and
intercompany  interest  charges or  payments  for  the  usage  or
generation of cash from operations for 1998.

      The  Company incurred debt extinguishment costs  in  August
1999  of $3.6 million when existing debt instruments were  repaid
in  connection  with  the purchase of the  Fort  James  packaging
business through the issuance of new credit facilities.


Note 7.  Fair Value of Financial Instruments

       The  fair  value  of  cash  and  cash  equivalents,  notes
receivable  and current maturities of long-term debt approximates
carrying   value   because  of  the  short  maturity   of   these
instruments.  For 2000 and 1999, the fair value of the  Company's
long-term debt is estimated based on the current rates offered to
the  Company for debt of the same remaining maturity  and  credit
quality.   Because the interest rates on the long-term  debt  are
reset monthly, the carrying value approximates the fair value  of
long-term debt.

      The  Company has entered into interest rate swap agreements
to  hedge  the  underlying  interest rates  on  $100  million  of
borrowings  at  an average fixed interest rate of  5.94%  and  an
average  risk-free  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 Company has accounted for the contracts as hedges of its
current borrowings and, as such, the contracts are not marked  to
market  and any gain or loss upon settlement is netted  with  the
underlying interest cost of borrowing.  The Company is exposed to
credit  loss  in  the event of nonperformance by  the  commercial
banks  that  issued  the interest rate contracts.   However,  the
Company  does not anticipate nonperformance by these banks.   The
fair  value  of the Company's derivative instruments at  December
31, 2000, in thousands, is as follows:

     Interest rate swaps      ($5,896)
                              =======

     Interest rate caps           $26
                              =======


Note 8.  Operating Leases

      The  Company  leases  a variety of facilities,  warehouses,
offices,  equipment and vehicles under operating lease agreements
that expire in various years.  Future minimum lease payments,  in
thousands,  required as of December 31, 2000, under noncancelable
operating leases with terms exceeding one year, are as follows:

     2001                     $2,054
     2002                      1,253
     2003                        973
     2004                        488
     2005 and thereafter       5,686
                             -------
           Total             $10,454
                             =======

      Operating  lease rentals for warehouse, production,  office
facilities  and  equipment  amounted to  $3.1  million  in  2000,
$4.3 million in 1999 and $2.6 million in 1998.


Note 9.  Income Taxes

     The  sources of income (loss), in thousands, from continuing
operations before income taxes and extraordinary loss were:

                                   Year Ended December 31,
                                 2000        1999         1998
                             --------     -------      -------
 Domestic                    ($11,228)    $25,260      $12,649
 Foreign                         (448)      5,095       (2,445)
                             --------     -------      -------
 Income (loss) from
   continuing operations
   before income taxes
   and extraordinary loss    ($11,676)    $30,355      $10,204
                             ========     =======      =======

The total provision for income taxes, in thousands, included
the following:

                                    Year Ended December 31,
                                 2000        1999         1998
                             --------     -------      -------
Current provision:
  Federal                    ($15,011)    $13,940       $2,781
  State                           321       1,741        2,826
  Foreign                         ---       4,347        2,671
                             --------     -------      -------
  Total current tax
    expense (benefit)        ($14,690)    $20,028       $8,278
                             ========     =======      =======
Deferred provision:
  Federal                     $11,229        $800       $8,568
  State                        (1,217)        704         (931)
  Foreign                         ---      (4,963)      (1,615)
                             --------     -------      -------
  Total deferred tax
    expense (benefit)          10,012      (3,459)       6,022
                             --------     -------      -------
Total income tax expense
  (benefit)                   ($4,678)    $16,569      $14,300
                              =======     =======      =======

     The  total  provision  for income taxes,  in  thousands,  is
included in the Consolidated Income Statement as follows:

                                   Year Ended December 31,
                                 2000       1999       1998
                              -------    -------    -------
Continuing operations         ($4,678)   $11,945     $4,751
Discontinued operations           ---      5,936      9,549
Extraordinary loss                ---     (1,312)       ---
                              -------    -------    -------
  Total income tax expense
    (benefit)                 ($4,678)   $16,569    $14,300
                              =======    =======    =======

     Temporary differences that gave rise to a significant
portion of deferred tax assets (liabilities), in thousands, at
December 31 were as follows:

                                        2000        1999
                                    --------    --------
Depreciation and other property
  related                           ($37,500)   ($32,823)
Amortization of intangibles           (7,965)        (36)
Pension and employee benefits         11,854       9,123
Tax credits                            8,251      15,152
Interest                                 156        (894)
Inventory                              3,061       1,524
Accruals                               7,075      12,928
Net operating loss and
  contribution carryovers             10,102       1,524
All other                                111         108
                                    --------    --------
  Gross deferred tax asset
    (liability)                       (4,855)      6,606
Less valuation allowance                 338         123
                                    --------    --------
  Net deferred tax asset
    (liability)                      ($5,193)     $6,483
                                    ========    ========

     The   valuation  allowance  for  deferred  tax  assets   was
increased  by $215,000 in 2000 and decreased by $4.2  million  in
1999.   The decrease in the valuation allowance for 1999 resulted
primarily from the transfer of deferred tax assets and associated
valuation  allowances on the sale of a subsidiary.  The  increase
in   2000   relates  to  uncertainty  surrounding  the   ultimate
deductibility of a foreign net operating loss carryforward.

     At  December  31,  2000 the Company had net  operating  loss
carryforwards  of approximately $23 million which will  begin  to
expire  in  years after 2020.  The Company also has approximately
$8.3  million  of alternative minimum tax credits which  have  an
indefinite  carryforward period and $0.4 million in research  and
development  credits which will begin to expire  in  years  after
2019.

      The principal differences between the effective income  tax
rate,  attributable  to  continuing  operations,  and  the   U.S.
statutory federal income tax rate, were as follows:

                                   Year Ended December 31,
                                    2000    1999    1998
                                   -----   -----   -----
Expected tax rate                  35.0%   35.0%   35.0%
State income taxes (net of
  federal benefit)                  3.2     3.2     5.8
Nondeductible expenses and
  losses                          (26.7)    2.4    31.2
Effect of foreign investments       0.1    (3.3)   (0.3)
Change in deferred tax asset
  valuation allowance              (1.8)    0.4     5.8
Benefit of Foreign Sales
  Corporation                       ---     ---    (4.4)
Research and development and
  other tax credits                28.3     ---   (30.8)
Other - net                         2.0     1.7     4.3
                                   -----   -----   -----
  Effective tax rate               40.1%   39.4%   46.6%
                                   =====   =====   =====

      The  Internal  Revenue  Service  (IRS)  has  completed  its
examination  of the Company's federal income tax returns  through
1998.  The IRS has not begun its review of the federal income tax
return for 1999.  In the opinion of management, adequate accruals
have  been  provided  for  all income  tax  matters  and  related
interest.

       As   a  result  of  certain  restructuring  actions,   the
undistributed   earnings   of  foreign  subsidiaries   previously
considered  as being permanently reinvested have been distributed
to  the U.S. as a dividend.  Foreign tax credits are expected  to
be available to eliminate the resulting U.S. income tax liability
on the dividend.

      The  Company  and  CoorsTek have  executed  a  tax  sharing
agreement  that defines the parties' rights and obligations  with
respect  to deficiencies and refunds of Federal, state and  other
taxes  relating to the CoorsTek business for tax years  prior  to
the  spin-off  and  with  respect to certain  tax  attributes  of
CoorsTek  after  the  spin-off.   In  general,  the  Company   is
responsible  for  filing  consolidated Federal  and  combined  or
consolidated  state tax returns and paying the  associated  taxes
for  periods through December 31, 1999.  CoorsTek will  reimburse
the  Company  for  the  portion of such  taxes  relating  to  the
CoorsTek  business.  CoorsTek is responsible for  filing  returns
and  paying  taxes related to the CoorsTek business  for  periods
after December 31, 1999.

     The tax sharing agreement is designed to preserve the status
of  the spin-off as a tax-free distribution.  CoorsTek has agreed
that it will refrain from engaging in certain transactions during
the  two-year  period  following the  spin-off  unless  it  first
provides the Company with a ruling from the IRS or an opinion  of
tax  counsel acceptable to the Company that the transaction  will
not  adversely  affect the tax-free nature of the  spin-off.   In
addition,  CoorsTek has indemnified the Company against  any  tax
liability  or  other  expense it may incur  if  the  spin-off  is
determined to be taxable as a result of CoorsTek's breach of  any
covenant or representation contained in the tax sharing agreement
or  CoorsTek's  action  in effecting such transactions.   By  its
terms, the tax sharing agreement will terminate when the statutes
of limitations under applicable tax laws expire.


Note 10.  Stock Compensation

     The  Company has an equity incentive plan that provides  for
the  granting  of nonqualified stock options and incentive  stock
options to certain key employees.  The equity incentive plan also
provides  for  the  granting of restricted stock,  bonus  shares,
stock  units  and offers to officers of the Company  to  purchase
stock.   The number of shares made available for award under  the
plan  was  equal  to  4.8 million shares and is  being  increased
annually  by  2%  of  the Company's outstanding  shares  on  each
preceding  December 31 beginning with 1997 and ending with  2001.
Generally,   options  outstanding  under  the  Company's   equity
incentive  plan  are subject to the following terms:   (1)  grant
price equal to 100% of the fair value of the stock on the date of
grant;  (2) ratable vesting over either a three-year or four-year
service  period; and (3) maximum term of ten years from the  date
of  grant.  Officers' 2000 and 1999 options generally provide for
vesting upon attainment of certain stock prices or debt to EBITDA
(earnings  before interest, taxes, depreciation and amortization)
ratios, but vest completely after five years.

     In conjunction with the spin-off of CoorsTek at December 31,
1999,  the  Company cancelled options held by CoorsTek  employees
and adjusted the remaining options outstanding to reflect the new
ratio  of  exercise price to market price of the Company's  stock
immediately  prior and subsequent to the spin-off.   The  changes
consisted  of  reducing the exercise price relative  to  the  new
market  price and increasing the number of shares underlying  the
outstanding  options, so as to restore the option holder  to  the
economic position that existed immediately prior to the spin-off.

     Stock option activity for the three years ended December 31,
was as follows (shares in thousands):

                         2000            1999            1998
                    --------------- --------------- ---------------
                           Weighted        Weighted        Weighted
                           Average         Average         Average
                           Exercise        Exercise        Exercise
                    Shares Price    Shares Price    Shares Price
                    ------ -------- ------ -------- ------ --------
Options outstanding
  at January 1       4,281    $8.86  2,672   $17.80  2,616   $16.78
Granted              2,523    $1.66  1,912   $13.43    476   $23.19
Exercised              ---      ---    ---      ---   (148)  $15.33
Expired or forfeited  (542)   $7.88   (177)  $17.62   (272)  $18.94
Cancellation of
  CoorsTek employee
  options              ---      --- (2,036)  $15.63    ---      ---
GPC employee options
  conversion           ---      ---  1,910      ---    ---      ---
                    ------ -------- ------ -------- ------ --------
Options outstanding
  at December 31     6,262    $6.04  4,281    $8.86  2,672   $17.80
                    ====== ======== ====== ======== ====== ========
Exercisable          2,302    $9.73  2,262    $9.41  1,964   $16.37
                    ====== ======== ====== ======== ====== ========
Available for
  future grant       1,458             664           1,529
                    ======          ======          ======

     The  following  table  summarizes  information  about  stock
options outstanding at December 31, 2000 (shares in thousands):

                       Options Outstanding        Options Exercisable
------------------------------------------------ ---------------------
                              Weighted
                               Average   Weighted             Weighted
                              Remaining  Average              Average
Range of           Options   Contractual Exercise     Options Exercise
Exercise Prices  Outstanding    Life      Price   Exercisable   Price
---------------- ----------- ----------- -------- ----------- --------
 $1.56 to  $7.52       3,170  8.59 years    $2.77         493    $7.19
 $7.56 to $10.17       2,521  5.72 years    $8.74       1,320    $9.81
$10.48 to $13.74         571  6.31 years   $12.26         489   $12.08
---------------- ----------- ----------- -------- ----------- --------
 $1.56 to $13.74       6,262  7.23 years    $6.04       2,302    $9.73
================ =========== =========== ======== =========== ========

     The  Company applies Accounting Principles Board Opinion No.
25  and related interpretations in accounting for its stock-based
compensation  plans.   Accordingly, no compensation  expense  has
been  recognized for its equity incentive plan and employee stock
purchase   plan.   If  the  Company  had  elected  to   recognize
compensation cost based on the fair value of the stock options at
grant  date  as  allowed  by Statement  of  Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," pre-
tax  compensation expense of $1.2 million, $3.5 million and  $2.0
million  would  have  been  recorded for  2000,  1999  and  1998,
respectively.    Net   income  (loss)  attributable   to   common
shareholders  and earnings per share would have been  reduced  to
the pro forma amounts indicated below:

                               2000     1999     1998
                          ---------  -------  -------
Net income (loss)
  attributable to
  common shareholders
  in thousands:
     As reported          ($10,804)  $25,259  $21,265
     Pro forma            ($11,524)  $23,159  $20,065
Earnings per share -
  basic:
     As reported            ($0.37)    $0.89    $0.75
     Pro forma              ($0.39)    $0.81    $0.70
Earnings per share -
  diluted:
     As reported            ($0.37)    $0.88    $0.73
     Pro forma              ($0.39)    $0.81    $0.69

     The fair value of each option grant is estimated on the date
of  grant  using the Black-Scholes option pricing model with  the
following  assumptions:  (1) dividend yield of 0%;  (2)  expected
volatility of 56.3% in 2000, 30.8% in 1999 and 28.1% in 1998; (3)
risk-free  interest rate ranging from 4.2% to 6.4% in 2000,  5.7%
to  6.7% in 1999, and 4.7% to 5.2% in 1998; and (4) expected life
of  3 to 9.91 years in 2000 and 3 to 6.36 years in 1999 and 1998.
The  weighted  average per-share fair value  of  options  granted
during   2000,  1999  and  1998  was  $1.09,  $6.82  and   $7.42,
respectively.


Note 11.  Defined Benefit Plans

      The Company maintains several defined benefit pension plans
for  the majority of the Company's employees.  Benefits are based
on  years of service and average base compensation levels over  a
period  of  years.  Plan assets consist primarily of  equity  and
interest-bearing investments.  The Company's funding policy is to
contribute  annually not less than the minimum funding  standards
required  by the internal revenue code nor more than the  maximum
amount that can be deducted for federal income tax purposes.

     Non-union retirement health care and life insurance benefits
are  provided  to  certain  employees hired  prior  to  1999  and
eligible  dependents.   Eligible  employees  may  receive   these
benefits  after reaching age 55 with 10 years of service.   Prior
to  reaching age 65, eligible retirees may receive certain health
care  benefits identical to those available to active  employees.
The  amount the retiree pays is based on age and service  at  the
time of retirement.  These plans are not funded.

     In  connection  with  the  acquisition  of  the  Fort  James
packaging business, the Company assumed an $18.5 million  prepaid
pension   asset  and  an  $11.3  million  postretirement  benefit
liability  for the Fort James hourly employees as  of  August  2,
1999.

      The  following  assets (liabilities),  in  thousands,  were
recognized for the combined defined benefit plans of the  Company
at December 31:

                         Pension Benefits        Other Benefits
                            2000      1999        2000      1999
                        --------  --------    --------  --------
Change in benefit
  obligation
Benefit obligation at
  beginning of year     $103,110  $156,662     $16,778   $20,131
Settlements [a]              ---  (97,815)         ---   (13,898)
Service cost               5,094    3,707          633       423
Interest cost              8,434    5,466        1,257       831
Amendments                   ---    2,088          ---       ---
Actuarial loss (gain)      6,755  (15,845)         ---       ---
Acquisitions [b]             ---   49,576          ---    11,270
Change in actuarial
  assumptions                ---      ---          ---    (1,340)
Benefits paid             (1,907)    (729)        (427)     (639)
                        --------  -------     --------  --------
Benefit obligation
  at end of year         121,486  103,110       18,241    16,778
                        --------  -------     --------  --------
Change in plan assets
Fair value of plan
  assets at beginning
  of year                112,273  120,519          ---       ---
Settlements [a]              ---  (77,229)         ---       ---
Actual return on plan
  assets                   6,534    6,767          ---       ---
Acquisitions [b]             ---   62,945          ---       ---
Company contributions      1,444      ---          ---       ---
Benefits paid             (1,907)    (729)         ---       ---
                        --------  -------     --------  --------
Fair value of plan
  assets at end of year  118,344  112,273          ---       ---
                        --------  -------     --------  --------

Funded status             (3,142)   9,163      (18,241)  (16,778)
Unrecognized actuarial
  loss (gain)              6,181   (2,168)      (2,959)   (3,408)
Unrecognized prior
  service cost             6,254    3,597       (1,688)   (2,110)
Unrecognized transition
  (asset) liability          (72)    (141)         ---       ---
                        --------  -------     --------  --------
Net prepaid (accrued)
  benefit cost            $9,221  $10,451     ($22,888) ($22,296)
                        ========  =======     ========  ========


Weighted average
  assumptions at
  year end
Discount rate              7.75%    7.75%        7.75%     7.75%
Expected return on plan
  assets                   9.75%    9.75%          ---       ---
Rate of compensation
  increase                 5.25%    5.25%          ---       ---

[a]  Reflects the 1999 spin-off of CoorsTek.

[b]  Reflects the acquisition of the Fort James packaging business
   in 1999.

     It  is  the Company's policy to amortize unrecognized  gains
and  losses in excess of 10% of the larger of plan assets and the
projected  benefit obligation (PBO) over the expected service  of
active  employees  (12-15 years).  However, in  cases  where  the
accrued  benefit liability exceeds the actual unfunded  liability
by  more  than 20% of the PBO, the amortization period is reduced
to 5 years.

     For  measurement purposes, a 6.5% and 7.0%  annual  rate  of
increase  in the per capita cost of covered health care  benefits
was  assumed  for  2000  and 1999, respectively.   The  rate  was
assumed to decrease by 0.5% per annum to 4.75% and remain at that
level thereafter.

     The following, in thousands, excludes CoorsTek from 1999 and
1998:

                        Pension Benefits         Other Benefits
                     2000    1999    1998      2000  1999   1998
                   ------  ------  ------    ------  ----  -----
Components of net
  periodic
  benefit cost
Service cost       $5,094  $3,707  $2,378      $633  $423   $231
Interest cost       8,434   5,466   3,666     1,257   831    409
Actual return
  on plan assets   (6,534) (1,805) (1,249)      ---   ---    ---
Amortization of
  prior service
  cost                552     262      20      (422) (703)  (704)
Recognized
  actuarial loss
  (gain)           (4,803) (4,958) (2,382)     (448) (385)  (639)
Transition asset
  amortization        (69)    (69)    ---       ---   ---    ---
                   ------  ------  ------    ------  ----  -----
Net periodic
  benefit cost
  (gain)           $2,674  $2,603  $2,433    $1,020  $166  ($703)
                   ======  ======  ======    ======  ====  =====

      Assumed  health  care cost trend rates have  a  significant
effect on the amounts reported for the health care plans.  A one-
percentage-point change in assumed health care cost  trend  rates
would have the following effects, in thousands:

                                      1% Point     1% Point
                                      Increase     Decrease
                                      --------     --------
Effect on total of service and
  interest cost components                $235        ($195)
Effect on postretirement benefit
  obligation                            $1,525      ($1,305)


Note 12.   Defined Contribution Plan

      The  Company provides a defined contribution profit sharing
plan  for  the  benefit of its employees,  the  GPC  Savings  and
Investment  Plan  (the Plan).  The Plan and its associated  trust
are  intended  to  comply  with the provisions  of  the  Internal
Revenue  Code and ERISA, to qualify as a profit sharing plan  for
all  purposes  of  the Code, and to provide a  cash  or  deferred
arrangement   that  is  qualified  under  Code  Section   401(k).
Generally, employees expected to complete at least 1,000 hours of
service per year are immediately eligible to participate  in  the
Plan   upon  employment.   Effective  January  1,  2000,  Company
matching was increased to 60% of participant contributions up  to
3.6%  of  participant annual compensation and was denominated  in
the  Company's  common stock.  Prior to 2000, the Plan  generally
provided   for   Company   matching   of   50%   of   participant
contributions,  up  to  2.5% of participant annual  compensation.
Company  expenses related to the matching provisions of the  Plan
totaled approximately $4.2 million, $2.4 million and $1.7 million
in 2000, 1999 and 1998, respectively.  The Plan also provides for
discretionary  matching.  The Company did not  elect  to  provide
discretionary  matching under this provision  in  2000,  1999  or
1998.


Note 13.  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 14.  Preferred Stock

     On  August 15, 2000 the Company issued one million shares of
10% Series B Convertible Preferred Stock (the Preferred Stock) at
$100 per share to the Grover C. Coors Trust (the Trust).  At  the
time  of the issuance of the Preferred Stock, the Trust owned  9%
of   the   Company's  outstanding  common  stock.   The   Trust's
beneficiaries  are  members  of  the  Coors  family.   Individual
members of the Coors family and other Coors family trusts held  a
controlling  interest in the Company at the time of  issuance  of
the  Preferred  Stock.  As a condition to  the  issuance  of  the
Preferred  Stock,  a  fairness opinion was  obtained  as  to  the
consideration  received and the value of the Preferred  Stock  at
issuance  was consistent with open market conditions  and  values
for similar securities.

     The  Trust,  as  holder  of  the Preferred  Stock,  has  the
following rights and preferences:

     Conversion Feature

     Each share of Preferred Stock is convertible into shares  of
the  Company's common stock at $2.0625 per share of common stock.
The  conversion  price of $2.0625 is 125%  of  the  average  NYSE
closing  price  per share of the Company's common stock  for  the
five  trading  days prior to August 15, 2000 - which  was  $1.65.
The  Preferred Stock was issued at $100 per share;  therefore,  a
complete  conversion would result in the issuance  of  48,484,848
additional shares of the Company's common stock.

     The  Trust  held  2,727,016 shares of the  Company's  common
stock  on December 31, 2000 which represents approximately 9%  of
all  common  shares outstanding (30,544,449).  On an as-converted
basis,  the  Trust would hold 51,211,864 shares of the  Company's
common  stock  on December 31, 2000, which would be approximately
65% of all shares outstanding (79,029,297).

     Redemption Features

     The Company can redeem the preferred stock at $105 per share
beginning  on August 15, 2005, reduced by $1 per share  per  year
until August 15, 2010.

     Initially, the Trust had the right to require redemption  of
the  preferred stock after ten years at $100 per share, plus  any
unpaid  dividends.   Under  the  terms  of  the  preferred  stock
purchase  agreement, the Trust's right to require  redemption  of
the   preferred  shares  terminated  in  October  2000  upon  the
agreement of Adolph Coors Company to register with the Securities
and  Exchange Commission Coors Class B common stock held  by  the
Trust for resale.

     Dividends

     Dividends are payable quarterly, beginning October 1,  2000,
at  an  annual rate of 10%.  Dividends are cumulative and hold  a
preference  to  any  dividends paid to other  shareholders.   The
Preferred Stock participates in any common stock dividends on  an
as-converted basis. If dividends are not paid for two consecutive
quarters,  the  Trust  may elect one director  to  the  Company's
Board.   If dividends are not paid for four consecutive quarters,
the  Trust may elect a majority of the directors to the Company's
Board and effectively control the Company.

     Liquidation Preference

     The  Preferred Stock has a liquidation preference  over  the
Company's  common stock at $100 per share, plus unpaid dividends.
The   Preferred  Stock  also  participates  in  any   liquidation
distributions  to  the  common shareholders  on  an  as-converted
basis.
     Voting and Registration Rights

     Every  two  shares of common stock underlying the  Preferred
Stock on an as-converted basis receive one vote.  Therefore,  the
Trust  will  now  vote  24,242,424 shares,  in  addition  to  the
2,727,016 shares of common stock held.  The Trust may require the
Company,   with  certain  limitations,  to  register  under   the
Securities Act of 1933 the common shares into which the Preferred
Stock may be converted.


Note 15.  Related Party Transactions

      On  December 28, 1992, the Company was spun off from Adolph
Coors  Company  (ACCo)  and  since that  time  ACCo  has  had  no
ownership interest in the Company.  However, certain Coors family
trusts  have significant interests in both the Company and  ACCo.
At  the  time  of  spin-off from ACCo, the Company  entered  into
agreements with Coors Brewing Company, a subsidiary of ACCo,  for
the  sale of packaging, aluminum, starch products and the  resale
of  brewery byproducts.  The initial agreements had a stated term
of  five years and have resulted in substantial revenues  to  the
Company.   The  Company continues to sell packaging  products  to
Coors  Brewing.  Additionally, the Company sold aluminum products
and refined corn starch to Coors Brewing until the disposition of
these   businesses  on  March  1,  1997  and  January  31,  1999,
respectively.

      In 1998, the supply agreement between Graphic Packaging and
Coors  Brewing  was  renegotiated.  The new  five-year  agreement
includes   stated   quantity  commitments  and  requires   annual
repricing.

     Sales of packaging products and refined corn starch to Coors
Brewing  accounted  for approximately 10%, 13%  and  17%  of  the
Company's  consolidated  net  sales  for  2000,  1999  and  1998,
respectively.   The loss of Coors Brewing as a  customer  in  the
foreseeable future could have a material effect on the  Company's
results of operations.

      A  Company  subsidiary is a general partner  in  a  limited
partnership  in which Coors Brewing is the limited partner.   The
partnership  owns,  develops, operates  and  sells  certain  real
estate  previously  owned  directly by  Coors  Brewing  or  ACCo.
Distributions  were allocated equally between the partners  until
late   1999   when   Coors  Brewing  recovered  its   investment.
Thereafter,  distributions are made 80  percent  to  the  general
partner  and  20  percent  to  Coors Brewing.   Distributions  of
approximately  $1.8 million were made to each  partner  in  1999.
Distributions  in  2000  were  approximately  $800,000  to  Coors
Brewing and $3.2 million to the Company.

      In connection with the spin-off of CoorsTek at December 31,
1999,  GPC and CoorsTek entered into contracts governing  certain
relationships  between them following the spin-off,  including  a
tax-sharing  agreement,  a transitional  services  agreement  and
certain other agreements.

     On March 31, 2000 the Company sold the net assets of its GTC
Nutrition subsidiary to an entity controlled by a member  of  the
Coors  family for approximately $700,000.  No gain  or  loss  was
recognized as a result of the sale.

      In August 2000 the Company issued $100 million of preferred
stock  to  the  Grover C. Coors Trust.  See Note 14  for  further
discussion.


Note 16.  Commitments and Contingencies

      It is the policy of the Company generally to act as a self-
insurer  for  certain  insurable risks  consisting  primarily  of
employee  health  insurance programs.  With respect  to  workers'
compensation,  the Company uses a variety of fully  or  partially
self-funded  insurance vehicles.  The Company  maintains  certain
stop-loss and excess insurance policies that reduce overall  risk
of financial loss.

      In  the ordinary course of business, the Company is subject
to  various  pending claims, lawsuits and contingent liabilities,
including  claims  by current or former employees.   In  each  of
these  cases,  the Company is vigorously defending against  them.
Although  the  eventual  outcome  cannot  be  predicted,  it   is
management's opinion that disposition of these matters  will  not
have  a  material  adverse effect on the  Company's  consolidated
financial position or results of operations.

      The  Company is a partner in the Kalamazoo Valley Group,  a
partnership  formed  to develop and operate a  landfill  for  the
partners'  disposal  of  paper residuals  from  their  respective
paperboard  mills,  and  which  borrowed  $1  million   for   the
construction  of the landfill.  Recently, the other parties  have
closed  their  facilities  and one  minority  partner  has  filed
bankruptcy.   The  Company  is evaluating  its  alternatives  and
liabilities under the partnership agreement and related note.

     Some  of  the  Company's operations have been notified  that
they  may  be  potentially responsible parties (PRPs)  under  the
Comprehensive Environmental Response, Compensation and  Liability
Act of 1980 or similar state laws with respect to the remediation
of  certain  sites where hazardous substances have been  released
into  the environment.  The Company cannot predict with certainty
the total costs of remediation, its share of the total costs, the
extent  to  which  contributions will  be  available  from  other
parties, the amount of time necessary to complete the remediation
or   the  availability  of  insurance.   However,  based  on  the
investigations to date, the Company believes that  any  liability
with  respect  to  these  sites would  not  be  material  to  the
financial  condition  or results of operations  of  the  Company,
without consideration for insurance recoveries.  There can be  no
certainty, however, that the Company will not be named as  a  PRP
at  additional sites or be subject to other environmental matters
in  the future or that the costs associated with those additional
sites or matters would not be material.

      In  connection  with  the sale of various  businesses,  the
Company  has  periodically agreed to guarantee the collectibility
of  accounts  receivable  and indemnify  purchasers  for  certain
liabilities  for  a specified period of time.   Such  liabilities
include,  but are not limited to, environmental matters  and  the
indemnification periods generally last for 2 to 15 years.

     In  connection with the resale of the aluminum  business  in
1999,  the  Company guaranteed accounts receivable  owed  by  the
former owner of these assets.  After the resale, the former owner
refused to pay the amounts owed, $2.4 million.  Pursuant  to  the
terms  of the resale agreement, the Company paid this amount  and
sued  the former owner.  The former owner counterclaimed  for  an
additional  $10 million for certain spare parts and  the  Company
claimed  an  additional  $14  million  in  overpayment  for   raw
materials  to  run the business prior to resale.   Although  this
lawsuit  is in the discovery stage, the Company does not  believe
that  the result of this litigation will have a material  adverse
effect  on  the  consolidated financial position  or  results  of
operations.


Note 17.  Segment Information

     The Company's reportable segments are based on its method of
internal  reporting, which is based on product  category.   Thus,
the  Company's one reportable segment in 2000 is Packaging.   The
Company's  Other segment in 1999 and 1998 includes a real  estate
development partnership, a majority interest in a group of  solar
electric  distribution companies prior to their  August  3,  1999
sale   and,   prior   to  March  1999,  several  technology-based
businesses.

     The  accounting  policies of the segments are  the  same  as
those described in Note 1 and there are generally no intersegment
transactions.   In  1999  and  1998, the  Company  evaluated  the
performance of its segments and allocated resources to them based
primarily on operating income.
     The  table below summarizes information, in thousands, about
reportable  segments as of and for the years ended  December  31.
Discontinued operations include CoorsTek.

                        Operating Depreciation
                 Net      Income       And                   Capital
                Sales     (Loss)  Amortization   Assets   Expenditures
             ---------- --------- ------------ ---------- ------------
2000
Packaging    $1,102,590   $51,223      $83,094 $1,331,450      $30,931
             ========== ========= ============ ========== ============
1999
Packaging      $805,593   $42,735      $55,406 $1,397,518      $74,273
Other            44,562     2,103          618     19,699        1,568
              --------- --------- ------------ ---------- ------------
 Segment total  850,155    44,838       56,024  1,417,217       75,841
Corporate           ---  (10,479)          260    225,954           17
Discontinued
 operations,
 net assets         ---       ---       22,711        ---       15,597
              --------- --------- ------------ ---------- ------------
 Consolidated
   total       $850,155   $34,359      $78,995 $1,643,171      $91,455
              ========= ========= ============ ========== ============
1998
Packaging      $623,852   $38,808      $35,924   $539,039      $47,498
Other            67,925   (3,047)        1,270     56,905        3,384
              --------- --------- ------------ ---------- ------------
 Segment total  691,777    35,761       37,194    595,944       50,882
Corporate           ---   (8,941)          336    101,359          690
Discontinued
 operations,
 net assets         ---       ---       19,977    148,719       26,891
             ---------- --------- ------------ ---------- ------------
 Consolidated
   total       $691,777   $26,820      $57,507   $846,022      $78,463
             ========== ========= ============ ========== ============

      Corporate  assets  for 1999 consist primarily  of  a  $200
million  note receivable from CoorsTek as a result of the  spin-
off, and debt issuance costs.  In 1998, corporate assets include
a  $60 million note receivable from the sale of Golden Aluminum,
deferred taxes and certain properties.

     Certain   financial  information  regarding  the  Company's
domestic  and  foreign operations is included in  the  following
summary, which excludes discontinued operating segments.   Long-
lived  assets include plant, property and equipment,  intangible
assets, and certain other non-current assets.

                   Net       Long-Lived
(In thousands)    Sales        Assets
                ----------   ----------
2000

United States   $1,100,491   $1,103,411
Canada               2,099        1,974
Other                  ---        2,694
                ----------   ----------
  Total         $1,102,590   $1,108,079
                ==========   ==========
1999

United States     $798,277   $1,189,599
Canada              51,878        3,689
Other                  ---        2,694
                ----------   ----------
  Total           $850,155   $1,195,982
                ==========   ==========
1998

United States     $626,715
Canada              57,079
Other                7,983
                ----------
  Total           $691,777
                ==========

Note 18.  Quarterly Financial Information (Unaudited)

      The  following  information summarizes  selected  quarterly
financial  information, in thousands except per share  data,  for
each  of  the  two years in the period ended December  31,  2000,
which excludes discontinued operations.

2000                   First   Second    Third   Fourth       Year
                    -------- -------- -------- -------- ----------
Net sales           $276,320 $273,189 $283,454 $269,627 $1,102,590
Cost of goods sold   243,424  237,378  245,288  237,889    963,979
                    -------- -------- -------- -------- ----------
Gross profit          32,896   35,811   38,166   31,738    138,611

Selling, general and
  administrative
  expense             20,961   21,164   19,438   20,205     81,768
Asset impairment and
  restructuring
  charges              3,420      ---      ---    2,200      5,620
                    -------- -------- -------- -------- ----------
Operating income       8,515   14,647   18,728    9,333     51,223

Other income
  (expense):
  Gain from sale of
    businesses and
    other assets       5,407      ---    2,405   11,360     19,172
  Interest expense -
    net              (19,680) (21,650) (21,702) (19,039)   (82,071)
                     ------- -------- -------- -------- ----------
Income (loss) before
  income taxes        (5,758)  (7,003)    (569)   1,654    (11,676)

Income tax expense
  (benefit)           (2,302)  (2,742)    (288)     654     (4,678)
                    -------- -------- -------- -------- ----------
Net income (loss)     (3,456)  (4,261)    (281)   1,000     (6,998)

Preferred stock
  dividends declared     ---      ---   (1,306)  (2,500)    (3,806)
                    -------- -------- -------- -------- ----------
Net income (loss)
  attributable
  to common
  shareholders       ($3,456) ($4,261) ($1,587) ($1,500)  ($10,804)
                    ======== ======== ======== ======== ==========

Net income (loss)
  attributable
  to common
  shareholders
  per basic share     ($0.12)  ($0.15)  ($0.05)  ($0.05)    ($0.37)
                    ======== ======== ======== ======== ==========
Net income (loss)
  attributable
  to common
  shareholders
  per diluted share   ($0.12)  ($0.15)  ($0.05)  ($0.05)    ($0.37)
                    ======== ======== ======== ======== ==========


1999                   First   Second    Third   Fourth       Year
                    -------- -------- -------- -------- ----------
Net sales           $165,976 $163,595 $243,617 $276,967   $850,155
Cost of goods sold   135,741  132,272  211,180  242,157    721,350
                    -------- -------- -------- -------- ----------
Gross profit          30,235   31,323   32,437   34,810    128,805

Selling, general and
  administrative
  expense             17,974   18,358   21,566   28,735     86,633
Asset impairment and
  restructuring
  charges                ---      ---      ---    7,813      7,813
                    -------- -------- -------- -------- ----------
Operating income
  (loss)              12,261   12,965   10,871   (1,738)    34,359

Other income
  (expense):
  Gain from sale of
    businesses and
    other assets         ---      ---   30,236      ---     30,236
  Interest expense -
    net               (4,508)  (3,786)  (9,859) (16,087)   (34,240)
                    -------- -------- -------- -------- ----------
Income (loss) before
  income taxes         7,753    9,179   31,248  (17,825)    30,355

Income tax expense
  (benefit)            3,245    3,399   12,864   (7,563)    11,945
                    -------- -------- -------- -------- -----------
Income (loss) from
  continuing
  operations before
  extraordinary loss   4,508    5,780   18,384  (10,262)    18,410

Income (loss) from
  discontinued
  operations, net
  of tax               5,210    5,482   (2,903)   1,392      9,181

Extraordinary loss,
  net of tax             ---      ---   (2,332)     ---     (2,332)
                    -------- -------- -------- -------- ----------
Net income (loss)     $9,718  $11,262  $13,149  ($8,870)   $25,259
                    ======== ======== ======== ======== ==========
Net income (loss)
  per basic share:
  Continuing
    operations         $0.16    $0.20    $0.64   ($0.35)     $0.65
  Discontinued
    operations          0.18     0.20    (0.10)    0.04       0.32
  Extraordinary loss     ---      ---    (0.08)     ---      (0.08)
                    -------- -------- -------- -------- ----------
Net income (loss)
  [er basic share      $0.34    $0.40    $0.46   ($0.31)     $0.89
                    ======== ======== ======== ======== ==========
Net income (loss)
  per diluted share:
  Continuing
    operations         $0.16    $0.20    $0.64   ($0.36)     $0.64
  Discontinued
    operations          0.18     0.19    (0.10)    0.05       0.32
  Extraordinary loss     ---      ---    (0.08)     ---      (0.08)
                    -------- -------- -------- -------- ----------
Net income (loss)
  perdiluted share     $0.34    $0.39    $0.46   ($0.31)     $0.88
                    ======== ======== ======== ======== ==========

      See Note 5 for detail on asset impairment and restructuring
charges in 2000 and 1999.


                           SCHEDULE II

           GRAPHIC PACKAGING INTERNATIONAL CORPORATION
                VALUATION AND QUALIFYING ACCOUNTS
                         (In thousands)


Allowance for doubtful receivables
(deducted from accounts receivable)

                          Additions
             Balance at  Charged to                        Balance
              Beginning   Costs and    Other  Deductions   at end
               of year    Expenses      (1)      (2)       of year
             ----------  ----------   ------  ----------   -------
Year Ended
December 31,
  1998           $1,108      $1,111   $1,232    ($1,311)    $2,140
  1999           $2,140        $503   $1,250    ($1,633)    $2,260
  2000           $2,260      $1,425     ($22)     ($693)    $2,970


(1)  The effect of translating foreign subsidiaries' financial
     statements into U.S. dollars, the 1998 acquisition of
     Universal Packaging, the 1999 acquisition of the Fort James
     packaging business, and the 2000 disposition of the Malvern,
     Pennsylvania plant.
(2)  Write off of uncollectible accounts.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                         ACCOUNTING AND  FINANCIAL DISCLOSURE

      Within the last two years there have been no changes in the
Company's  independent accountants or disagreements on accounting
and financial statement disclosure matters.


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The  information  regarding the Registrant's  Directors  is
incorporated  by reference to the Proxy Statement  in  connection
with the 2001 Annual Meeting of Shareholders.

The  following  executive officers of the Company  serve  at  the
pleasure of the Board:

      Gail  A.  Constancio, 40, Chief Financial  Officer  of  the
Company  since December 1999; Chief Financial Officer of  Graphic
Packaging   Corporation  since  November  1997;  Controller   and
Principal  Accounting Officer of the Company  from  May  1994  to
November 1997.

     Jeffrey H. Coors, 56, Chairman of the Company since 2000 and
President  of  the Company since its formation  in  August  1992;
President  of Graphic Packaging Corporation since June  1997  and
Chairman  of Graphic Packaging Corporation since 1985;  Executive
Vice  President  of  ACCo from 1991 to 1992; President  of  Coors
Technology  Companies from 1989 to 1992; President of  ACCo  from
1985 to 1989.

      David  W.  Scheible,  44, Chief Operating  Officer  of  the
Company  since December 1999 and of Graphic Packaging Corporation
since  June  1999.   Vice President and General  Manager  of  the
Specialty Tape Division from 1995 to 1999, and Vice President and
General Manager of the Automotive Division from 1993 to 1995,  of
Avery Dennison Corporation.

      Jill B. W. Sisson, 53, General Counsel and Secretary of the
Company  since September 1992; Of Counsel to the Denver law  firm
of Bearman Talesnick & Clowdus Professional Corporation from 1984
to 1992.

     Marsha Williams, 45, Vice President, Human Resources, of the
Company  since  April  2000.   Vice President,  Human  Resources,
Safety  and  Risk Management, of American Medical  Response  from
June  1998  to  April 2000.  Vice President, Employee  Relations,
from  December  1997  to  June 1998  and  Vice  President,  Human
Resources and Education, from September 1994 to December 1997  of
US West/Media One Cable.

ITEM 11.  EXECUTIVE COMPENSATION

      This  information is incorporated by reference to the Proxy
Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

      This  information is incorporated by reference to the Proxy
Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     This information is incorporated by reference to the Proxy
Statement.

                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)

Exhibit
Number              Document Description

2.1     Recommended Cash Offers by Baring Brothers International
        Limited on behalf of ACX (UK) Limited, a wholly-owned
        subsidiary of ACX Technologies, Inc. for Britton Group plc.
        (Incorporated by reference to Form 8-K filed on January 29,
        1998)
2.2     Asset Purchase Agreement between ACX Technologies and Fort
        James Corporation.  (Incorporated by reference to Form 8-K
        filed August 17, 1999)
2.3     Asset Purchase Agreement between Golden Aluminum Company
        and Alcoa Inc. dated November 5, 1999.  (Incorporated by
        reference to Form 10-K filed on March 29, 2000)
2.4     Distribution Agreement between ACX Technologies, Inc. and
        CoorsTek, Inc.  (Incorporated by reference to Form 10-K
        filed on March 29, 2000)
3.1     Articles of Incorporation of Registrant.  (Incorporated by
        reference to Form 10 filed on October 6, 1992)
3.1A    Articles of Amendment to Articles of Incorporation of
        Registrant (Incorporated by reference to Form 8 filed on
        December 3, 1992)
3.1B    Articles of Amendment to Articles of Incorporation of
        Registrant.  (Incorporated by reference to Form 10-Q filed
        May 15, 2000)
3.2     Bylaws of Registrant, as amended and restated May 9, 2000.
        (Incorporated by reference to Form 10-Q filed on May 15,
        2000)
4       Form of Stock Certificate of Common Stock.  (Incorporated
        by reference to Form 10-Q filed August 14, 2000)
4.1     Preferred Stock Purchase Agreement, dated as of August 15,
        2000, between the Company and the Grover C. Coors Trust.
        (Incorporated by reference to Form 8-K filed August 31,
        2000)
4.2     Registration Rights Agreement dated as of August 15, 2000,
        between the Company and the Grover C. Coors Trust.
        (Incorporated by reference to Form 8-K filed August 31,
        2000)
4.3     Statement of Designations, approved by the Company's Board
        of Directors on August 14, 2000.  (Incorporated by
        reference to Form 8-K filed August 31, 2000)
4.4     10% Series B Convertible Preferred Stock Certificate.
        (Incorporated by reference to Form 8-K filed August 31,
        2000)
4.5     Rights Agreement, dated as of May 31, 2000, between the
        Company and Norwest Bank Minnesota, N.A., as Rights Agent.
        (Incorporated by reference to Form 8-A filed May 31, 2000)
10.0    Credit Agreement among ACX Technologies, Inc., Bank of
        America, as agent, and other financial institutions party
        thereto.  (Incorporated by reference to Form 8-K filed on
        August 17, 1999)
10.0A   First Amendment to Revolving Credit and Term Loan
        Agreement.  (Incorporated by reference to Form 10-Q filed
        on May 15, 2000)
10.0B   Second Amendment to Revolving Credit and Term Loan
        Agreement, dated as of July 28, 2000, among the Company
        and its one-year term lenders.  (Incorporated by reference
        to Form 8-K filed August 31, 2000)
10.0C   Third Amendment to Revolving Credit and Term Loan Agreement,
        dated as of August 14, 2000, among the Company and its
        lenders.  (Incorporated by reference to Form 8-K filed
        August 31, 2000)
10.1    Supply Agreement between Graphic Packaging Corporation and
        Coors Brewing Company.  (Incorporated by reference to
        Form 8-K filed on November 2, 1998)  (Confidential
        treatment has been granted for portions of the Exhibit)
10.2    Credit Agreement among ACX Technologies, Inc., Wachovia
        Bank, N.A., as agent, and other financial institutions
        party thereto.   (Incorporated by reference to Form 8-K
        filed on September 17, 1999)
10.3    Asset Purchase Agreement between ACX Technologies and
        Sonoco Products Company.  (Incorporated by reference to
        Form 8-K filed on September 17, 1999)
10.4    Tax Sharing Agreement between ACX Technologies, Inc. and
        CoorsTek, Inc.  (Incorporated by reference to Form 10-K
        filed on March 29, 2000)
10.5    Environmental Responsibility Agreement between ACX
        Technologies, Inc. and CoorsTek, Inc.  (Incorporated by
        reference to Form 10-K filed on March 29, 2000)
10.6    Master Transition Materials and Services Agreement between
        ACX Technologies, Inc. and CoorsTek, Inc.  (Incorporated
        by reference to Form 10-K filed on March 29, 2000)
10.8*   Form of Officers' Salary Continuation Agreement, as
        amended.  (Incorporated by reference to Form 10-K filed
        on March 20, 1995)
10.9*   Graphic Packaging Equity Incentive Plan, as amended.
10.10*  Graphic Packaging Equity Compensation Plan for Non-Employee
        Directors, as amended.
10.11*  ACX Technologies, Inc. Phantom Equity Plan.  (Incorporated
        by reference to Form 8 filed on November 19, 1992)
10.12*  Graphic Packaging Excess Benefit Plan, as restated.
10.13*  Graphic Packaging Supplemental Retirement Plan, as
        restated.
10.15*  ACX Technologies, Inc. Deferred Compensation Plan, as
        amended.  (Incorporated by reference to Form 10-K filed
        on March 7, 1996)
10.16*  First Amendment to Graphic Packaging Deferred Compensation
        Plan.
10.17*  Graphic Packaging Executive Incentive Plan.
10.18*  Form of Employment Agreement Entered Into By and Between
        the Following Individuals:  Jeffrey H. Coors, Jed J.
        Burnham, Gail A. Constancio, Dwight H. Kennedy, David W.
        Scheible, Jill B. W. Sisson, Donald W. Sturdivant, David
        A. Tolley and Marsha C. Williams.  (Incorporated by
        reference to Form 10-Q/A filed on August 18, 2000)
10.19*  Description of Arrangement with Gail A. Constancio dated
        as of March 2001.
21      Subsidiaries of Registrant
23      Consent of PricewaterhouseCoopers LLP
99      News Release, dated as of August 15, 2000, announcing the
        issuance of preferred stock.  (Incorporated by reference
        to Form 8-K filed on August 31, 2000)

*       Management contracts or compensatory plans, contracts or
        arrangements required to be filed as an Exhibit pursuant
        to Item 14(c).

     The Registrant will furnish to a requesting security holder
any Exhibit requested upon payment of the Registrant's reasonable
copying charges and expenses in furnishing the Exhibit.


(b)  Reports on Form 8-K.

      No reports were filed on Form 8-K during the quarter ended
December 31, 2000.


                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                                   GRAPHIC PACKAGING INTERNATIONAL
                                   CORPORATION


Date:   March 23, 2001             By /s/ Jeffrey H. Coors
                                   -------------------------------
                                     Jeffrey H. Coors
                                     President and Chief Executive
                                     Officer

Date:   March 23,2001              By /s/ Gail A. Constancio
                                   -------------------------------
                                     Gail A. Constancio
                                     Chief Financial Officer

Date:   March 23, 2001             By /s/ John S. Norman
                                   -------------------------------
                                     John S. Norman
                                     Corporate Controller

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the date indicated.


Date:   March 23, 2001             By /s/ Jeffrey H. Coors
                                   -------------------------------
                                     Jeffrey H. Coors
                                     Chairman of the Board of
                                     Directors, President and
                                     Chief Executive Officer

Date:   March 23, 2001             By /s/ John D. Beckett
                                   -------------------------------
                                     John D. Beckett
                                     Director

Date:   March 23, 2001             By /s/ William K. Coors
                                   -------------------------------
                                     William K. Coors
                                     Director

Date:   March 23, 2001             By /s/ John H. Mullin, III
                                   -------------------------------
                                     John H. Mullin, III
                                     Director

Date:   March 23, 2001             By /s/ James K. Peterson
                                   -------------------------------
                                     James K. Peterson
                                     Director

Date:   March 23, 2001             By /s/ John Hoyt Stookey
                                   -------------------------------
                                     John Hoyt Stookey
                                     Director