FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Lennox Peter T   2. Issuer Name and Ticker or Trading Symbol Graham Packaging Co Inc. [GRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, GM Food and Beverages (Last) (First) (Middle) 2401 PLEASANT VALLEY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/06/2010 (Street) YORK, PA 17402 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.01 per share 12/06/2010   C   13,376 A $ 0 (1) 13,376 D   Common stock, par value $0.01 per share 12/06/2010   S(2)   13,376 D $ 12.62 0 D   Common stock, par value $0.01 per share 12/07/2010   C   23,217 A $ 0 (1) 23,217 D   Common stock, par value $0.01 per share 12/07/2010   S(2)   6,129 D $ 12.57 17,088 D   Common stock, par value $0.01 per share 12/07/2010   S(2)   17,088 D $ 12.58 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase limited partnership units (right to buy)	$ 6.82	12/06/2010		M			4,459	(3)	12/31/2011	Limited partnership units	4,459	$ 0	20,119	D
Options to purchase limited partnership units (right to buy)	$ 7.83	12/06/2010		M			4,458	(4)	03/30/2013	Limited partnership units	4,458	$ 0	10,666	D
Options to purchase limited partnership units (right to buy)	$ 9.72	12/06/2010		M			4,459	(5)	03/06/2018	Limited partnership units	4,459	$ 0	37,515	D
Options to purchase limited partnership units (right to buy)	$ 6.82	12/07/2010		M			8,544	(6)	12/31/2011	Limited partnership units	8,544	$ 0	11,575	D
Options to purchase limited partnership units (right to buy)	$ 7.83	12/07/2010		M			6,129	(7)	03/30/2013	Limited partnership units	6,129	$ 0	4,537	D
Options to purchase limited partnership units (right to buy)	$ 9.72	12/07/2010		M			8,544	(8)	03/06/2018	Limited partnership units	8,544	$ 0	28,971	D
Limited partnership units	(9)	12/06/2010		M		4,459		(9)	(9)	Common stock, par value $0.01 per share	4,459	$ 6.82	4,459	D
Limited partnership units	(9)	12/06/2010		M		4,458		(9)	(9)	Common stock, par value $0.01 per share	4,458	$ 7.83	8,917	D
Limited partnership units	(9)	12/06/2010		M		4,459		(9)	(9)	Common stock, par value $0.01 per share	4,459	$ 9.72	13,376	D
Limited partnership units	(9)	12/06/2010		C			13,376	(9)	(9)	Common stock, par value $0.01 per share	13,376	$ 0	0	D
Limited partnership units	(9)	12/07/2010		M		8,544		(9)	(9)	Common stock, par value $0.01 per share	8,544	$ 6.82	8,544	D
Limited partnership units	(9)	12/07/2010		M		6,129		(9)	(9)	Common stock, par value $0.01 per share	6,129	$ 7.83	14,673	D
Limited partnership units	(9)	12/07/2010		M		8,544		(9)	(9)	Common stock, par value $0.01 per share	8,544	$ 9.72	23,217	D
Limited partnership units	(9)	12/07/2010		C			23,217	(9)	(9)	Common stock, par value $0.01 per share	23,217	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lennox Peter T 2401 PLEASANT VALLEY ROAD YORK, PA 17402			SVP, GM Food and Beverages

Signatures

/s/ David W. Bullock, as designated signatory		12/08/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares of common stock of Graham Packaging Company Inc. were acquired upon exchange of limited partnership units of Graham Packaging Holdings Company in accordance with a Management Option Unit Exchange Agreement.
(2)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously established by the reporting person.
(3)	All 4,459 options exercised by the reporting person were vested. Of the 20,119 remaining options, 12,746 are vested and immediately exercisable and 7,373 options will vest on January 1, 2011.
(4)	All 4,458 options exercised by the reporting person were vested. Of the 10,666 remaining options, 6,129 are vested and immediately exercisable and 4,537 options will vest on March 31, 2012.
(5)	All 4,459 options exercised by the reporting person were vested. Of the 37,515 remaining options, 16,528 are vested and immediately exercisable, 10,493 options will vest on March 7, 2011 and 10,494 options will vest on March 7, 2012.
(6)	All 8,544 options exercised by the reporting person were vested. Of the 11,575 remaining options, 4,202 are vested and immediately exercisable and 7,373 options will vest on January 1, 2011.
(7)	All 6,129 options exercised by the reporting person were vested. All 4,537 remaining options will vest on March 31, 2012.
(8)	All 8,544 options exercised by the reporting person were vested. Of the 28,971 remaining options, 7,984 are vested and immediately exercisable, 10,493 options will vest on March 7, 2011 and 10,494 options will vest on March 7, 2012.
(9)	The limited partnership units of Graham Packaging Holdings Company are, subject to certain restrictions in a Management Option Unit Exchange Agreement, exchangeable on a one-for-one basis for shares of Graham Packaging Company Inc. common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

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