FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Sauer Martin F 2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2010 3. Issuer Name and Ticker or Trading Symbol Graham Packaging Co Inc. [GRM] (Last) (First) (Middle) 2401 PLEASANT VALLEY ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, Global Sourcing 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) YORK, PA 17402 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase limited partnership units (right to buy)	  (1)	04/01/2011	Limited partnership units. (5)	11,344	$ 6.82 (5)	D	Â
Options to purchase limited partnership units (right to buy)	  (2)	04/01/2011	Limited partnership units. (5)	11,344	$ 6.82 (5)	D	Â
Options to purchase limited partnership units (right to buy)	  (1)	03/30/2013	Limited partnership units. (5)	3,781	$ 7.83 (5)	D	Â
Options to purchase limited partnership units (right to buy)	  (3)	03/30/2013	Limited partnership units. (5)	3,781	$ 7.83 (5)	D	Â
Options to purchase limited partnership units (right to buy)	  (4)	03/06/2018	Limited partnership units. (5)	20,797	$ 9.72 (5)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sauer Martin F 2401 PLEASANT VALLEY ROAD YORK, PA 17402	Â	Â	  Senior VP, Global Sourcing	Â

Signatures

/s/ Michael L. Korniczky, as designated signatory		02/10/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Represents vested options to purchase limited partnership units in Graham Packaging Holdings Company which are immediately exercisable.
(2)	Represents 6,806 vested options to purchase limited partnership units in Graham Packaging Holdings Company which are immediately exercisable and 4,538 options which vest on April 2, 2010.
(3)	Represents 1,512 vested options to purchase limited partnership units in Graham Packaging Holdings Company which are immediately exercisable and 2,269 options which vest on March 31, 2012.
(4)	Represents options to purchase limited partnership units in Graham Packaging Holdings Company which vest in four equal annual installments beginning on the first anniversary of the grant date (March 7, 2008).
(5)	The limited partnership units of Graham Packaging Holdings Company are, subject to certain restrictions in a Management Limited Partnership 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.
  Remarks: Exhibit List: Exhibit 99  - Confirming Statement

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