Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HUMPHREY STEPHEN M
   2. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING CORP [GPK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
814 LIVINGSTON COURT		 3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005
(Street)

MARIETTA, GA 30067		 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 09/12/2005   J(1) V 76,050 D $ 0 76,050 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
Employee Stock Options (Right to Buy) $ 6.57 09/12/2005   J(1) V   60,840 08/08/2005 08/08/2013 Common Stock 60,840 $ 0 167,310 D  
Employee Stock Options (Right to Buy) $ 7.88 09/12/2005   J(1) V   609,754 08/08/2005 01/01/2012 Common Stock 609,754 $ 0 914,632 D  
Employee Stock Options (Right to Buy) $ 7.88 09/12/2005   J(1) V   608,400 08/08/2005 01/01/2012 Common Stock 608,400 $ 0 1,673,100 D  
Employee Stock Options (Right to Buy) $ 6.57 09/12/2005   J(1) V   432,670 08/08/2003 03/31/2010 Common Stock 432,670 $ 0 649,005 D  
Employee Stock Options (Right to Buy) $ 7.88 09/12/2005   J(1) V   912,600 01/01/2005 01/01/2012 Common Stock 912,600 $ 0 1,368,900 D  
Employee Stock Options (Right to Buy) $ 6.57 09/12/2005   J(1) V   207,112 08/08/2003 05/07/2009 Common Stock 207,112 $ 0 310,667 D  
Employee Stock Options (Right to Buy) $ 3.28 09/12/2005   J(1) V   432,670 08/08/2003 03/31/2007 Common Stock 432,670 $ 0 649,005 D  
Employee Stock Options (Right to Buy) $ 4.93 09/12/2005   J(1) V   432,670 08/08/2003 03/31/2007 Common Stock 432,670 $ 0 649,005 D  
Restricted Stock Unit (Right to Receive) $ 0 09/12/2005   J(1) V   114,075 08/08/2006 08/08/2006 Common Stock 114,075 $ 0 228,150 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HUMPHREY STEPHEN M
814 LIVINGSTON COURT
MARIETTA, GA 30067		   X     President & CEO  

Signatures

 Stephen A. Hellrung BY: Stephen A. Hellrung Attorney-in-Fact   11/02/2005
**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) This Form 4 is being filed to report the reduction of Mr. Humphrey?s holdings due to the transfer of 2,831,376 transferable Stock Options and 114,075 Restricted Stock Units, as well as the transfer of the economic benefit and control over 865,340 non-transferable Stock Options, all pursuant to a Qualified Domestic Relations Order.

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