March 5, 2020

Stephen R. Scherger
Chief Financial Officer
GRAPHIC PACKAGING HOLDING CO
1500 Riveredge Parkway, Suite 100
Atlanta, GA 30328

       Re: GRAPHIC PACKAGING HOLDING CO
           Form 10-K for the Year Ended December 31, 2019
           Filed February 11, 2020
           File No. 001-33988

Dear Mr. Scherger:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2019

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 31

1.    We note your disclosure that you have entered into various supplier chain
finance
      arrangements. We also note that your days payable outstanding appear to
have increased
      as of December 31, 2019 as compared to December 31, 2018. To the extent
the supplier
      chain finance arrangements are material to your current liquidity and/or
are reasonably
      likely to affect liquidity in the future, please consider revising your
future filings to
      disclose the following:

           The impact these arrangements have on your operating cash flows;
           The material and relevant terms of the arrangements;
           The general risk and benefits of the arrangements;
           Any guarantees provided by subsidiaries and/or the parent;
           Any plans to further extend terms to suppliers;
 Stephen R. Scherger
GRAPHIC PACKAGING HOLDING CO
March 5, 2020
Page 2
              Any factors that may limit your ability to continue using similar
arrangements to
              further improve operating cash flows; and
              Trends and uncertainties related to the extension of payment
terms under the
              arrangements.
Notes to Consolidated Financial Statements
Note 16. Business Segment and Geographic Area Information, page 83

2.       On page 86 you disclose net sales and assets by geographic area,
including amounts for
         the Americas that reflect North America and Brazil. In future filings,
please separately
         disclose your revenues and long-lived assets attributed to the United
States, your country
         of domicile. Also, disclose the method you use to attribute revenues
from external
         customers to individual countries. Refer to ASC 280-10-50-41.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact SiSi Cheng at 202-551-5004 or Martin James, Senior
Advisor, at 202-
551-3671 if you have any questions.



FirstName LastNameStephen R. Scherger     Sincerely,
Comapany NameGRAPHIC PACKAGING HOLDING CO
                                          Division of Corporation Finance
March 5, 2020 Page 2                      Office of Manufacturing
FirstName LastName