SecProbe.io

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			July 14, 2005
Via Facsimile

Graham Packaging Company, L.P.
Philip R. Yates
2401 Pleasant Valley Road
York, Pennsylvania 17402

Re:	Graham Packaging Company, L.P.
	Registration Statement on Form S-4
	File No. 333-125173
	Filed: July 8, 2005
		Graham Packaging Holdings Company

Dear Mr. Yates:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Industry and Market Date, page ii

1. We note the first sentence and also reference your response to
prior comment 20. Please tell us if you provide information
regarding
your market share in the registration statement.

Management`s Discussion and Analysis, page 34
Liquidity and Capital Resources, page 42

2. With respect to Covenant Compliance EBITDA, please provide all
of
the disclosures required by Item 10(e) of Regulation S-K.

The Exchange Offer, page 81
Certain Conditions to the Exchange Offer, page 84

3. We restate prior comment 30 to include an objective standard to
determine whether a material condition has been satisfied.

Exhibit 5.2

4. With respect to counsel`s statement that "this opinion is given
as
of the date hereof," you must either file the exhibit dated as of
the
date of effectiveness or delete the statement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

   We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

     We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

   Please contact Craig Slivka at (202) 942-7470 or the
undersigned
branch Chief who supervised review of this filing at (202) 551-
3767
with any questions.

Sincerely,

      Jennifer Hardy
      Branch Chief

cc:	Mark C. Smith, Esq.
	(212) 735-2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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