Exhibit 10.16



                         FIRST AMENDMENT
                             TO THE
          GRAPHIC PACKAGING DEFERRED COMPENSATION PLAN
       (As Amended and Restated Effective January 1, 1995)

                            RECITALS:

Pursuant  to the authority of the Board of Directors  of  Graphic
Packaging (the "Corporation") and the provisions of Section  7.03
of the Graphic Packaging Deferred Compensation Plan (the "Plan"),
the Plan is hereby amended:

                           AMENDMENT:


1.   Section  1.10  shall  be replaced in  its  entirety  by  the
     following Section 1.10:


1.10     Participant Deferrals
Participant  Deferrals shall mean the amounts of a  Participant's
Compensation that he or she elects to defer and have allocated to
the  Account pursuant to section 3.01 and any deferrals  required
by section 3.03

2.   Section  3.02  relating  to Company Contributions  shall  be
     deleted and shall be replaced with the following:

3.02 Reserved

3.   The  second  paragraph of Section 4.02 shall be replaced  in
     its entirety with the following paragraph:

Fixed  Rate Fund.  The Fixed Rate Fund shall bear interest  at  a
rate  equal  to the average rate for 10-year U.S. Treasury  notes
during the month preceding the month the Bonus would otherwise be
paid  if not deferred, plus two points.  The interest rate for  a
required  deferral under section 3.03 shall be the  same  as  the
interest  rate  for  a  Bonus that was  earned  during  the  same
calendar year for which the required deferral was earned.


4.   The first paragraph of Section 5.01 shall be replaced in its
     entirety with the following paragraph:

General.   Except  for  distributions paid  upon  termination  of
employment, a Participant's Account shall be distributed  to  the
Participant  at  the time or times elected by the Participant  in
his Election Agreement.  Participant Deferrals under section 3.01
shall be deferred for at least two years beyond the date on which
the  Bonus  or  Compensation  would  otherwise  be  paid  if  not
deferred.  Distributions shall be made in a  lump  sum.   If  the
Participant  elects  to  defer the Bonus  or  Compensation  until
retirement,  he  may  also elect to receive the  distribution  in
installments over a period not longer than five years as  elected
by  him  at  the time he elects to make the Participant Deferral.
Required  deferrals under section 3.03 shall be paid as  soon  as
Code section 162(m) does not bar the Company's deduction for  the
amount paid.

     IN  WITNESS WHEREOF, Graphic Packaging has caused  its  duly
authorized officer to execute the Amendment.


                              GRAPHIC PACKAGING



                              By:________________________________

                              Title:____________________________