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

                          FORM 8-K

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


August 15, 2001
(Date of earliest event reported)

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            (I.R.S.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)



Item 5.  Other Events

     On  August 15, 2001 the Company completed the placement
of  $50 million  of  subordinated  debt to  Golden  Heritage
LLC,  a  related  party.  In addition,  the  Company  agreed
to  change the  dividend  payment  date   on  the  Company's
preferred stock to the  fifteenth day of  the  last month of
each  quarter, conforming  to the interest  payment schedule
for  the  subordinated  notes;  and  the  required principal
payment  dates  on  the  five-year  term notes  held  by the
Company's senior creditors were  changed to the first day of
the last month of each quarter.

Issuance of $50 Million 10% Senior Subordinated Debt

     Information to  be  provided herein  is incorporated by
reference to  the Company's  News Release, dated  August 15,
2001  and  provided as an exhibit to this current report  on
Form 8-K.



Item 7.  Financial Statements and Exhibits

(c)  Exhibits:

Exhibit
Number    Document Description

 4.1      Letter Agreement between the Company and the
	  Company's preferred stockholder, dated as of
	  August 15, 2001

10.1      $50 million 10% Senior Subordinated Note
          Agreement, dated as of August 15, 2001

10.2      Fourth Amendment to Revolving Credit and Term Loan
          Agreement, effective as of August 15, 2001, among
          the Company and its lenders.

99        News Release, dated as of August 15, 2001,
          announcing the issuance of subordinated debt.



                         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 31, 2001            By /s/ Luis E. Leon
				  __________________________
                                  Luis E. Leon
                                  (Chief Financial Officer)

Date:  August 31, 2001            By /s/ John S. Norman
                                  __________________________
                                  John S. Norman
                                  (Corporate Controller)