FORM 10-Q/A

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


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

For the quarterly period ended June 30, 2000

                               OR

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

For the transition period from                  to              .

Commission file number:  0-20704


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

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

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

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


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                Yes [X]                    No [  ]

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



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:

Exhibit
Number         Document Description

 10            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

 27            Financial Data Schedule

 99            Certificate of Stock, Graphic Packaging
               International Corporation

(b)  Reports on Form 8-K

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



                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


Date:  August 18, 2000           By
                                 -------------------------------
                                 Gail A. Constancio
                                 (Chief Financial Officer)

Date:  August 18, 2000           By
                                 -------------------------------
                                 John S. Norman
                                 (Corporate Controller)