[Rock-Tenn Company
letterhead]


June 13, 2006


Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention: Ms. Barbara C. Jacobs
           Assistant Director

    RE: ROCK-TENN COMPANY
        REGISTRATION STATEMENT ON FORM S-3 FILED MAY 11, 2006
        FILE NO. 333-133986

Ladies and Gentlemen:

         On behalf of Rock-Tenn Company ("Rock-Tenn"), we are delivering with
this letter for filing under the Securities Act of 1933, as amended (the
"Securities Act"), the following:

         o        Amendment No. 1 (the "First Amendment") to the registration
                  statement on Form S-3 (File No. 333-133986) (the "Form S-3")
                  (which is also being transmitted by EDGAR); and

         o        the First Amendment marked to show changes from the Form S-3
                  filed on May 11, 2006.

         Rock-Tenn has received the Staff's comments contained in the Staff's
letter of June 5, 2006, relating to the Form S-3 referenced above. In accordance
with the Staff's request, this letter includes each of the Staff's comments from
its aforementioned letter and Rock-Tenn's response to each of the Staff's
comments.

Registration Statement on Form S-3

Where You Can Find Information, page 1

         STAFF'S COMMENT 1: It appears that you have not incorporated by
reference your Form 8-K filed May 10, 2006 into your registration statement.
Please revise to incorporate by reference all filings required by Item 12 of
Form S-3.

         RESPONSE: We have revised the Form S-3 to incorporate by reference all
required filings.




Securities and Exchange Commission
June 13, 2006
Page 2


Exhibit 5.1

         STAFF'S COMMENT 2: We note the assumptions made by counsel with respect
to their opinion on the securities to be sold under the registration statement
as well as counsel's qualification as to the currency of their opinion. In light
of the delayed nature of your shelf registration statement for securities the
terms of which have yet to be determined, please confirm whether you will obtain
a then-current opinion of counsel on the securities you have determined to sell
under the registration statement. Please note that such opinion may be filed
with your registration statement as a post-effective amendment pursuant to Rule
462(d) under the Securities Act or incorporated by reference into your
registration statement by filing the opinion under cover of Form 8-K.

         RESPONSE: We will obtain a then-current opinion of counsel on the
securities that we determine to sell under the Form S-3. Such opinion will be
filed either as a post-effective amendment to the Form S-3 pursuant to Rule
462(d) under the Securities Act or incorporated by reference into the Form S-3
by filing under cover of Form 8-K.



                                    * * * * *



Securities and Exchange Commission
June 13, 2006
Page 3


         Pursuant to Rule 461 under the Securities Act, Rock-Tenn hereby
requests acceleration of the effective date of its Form S-3 to 4:00 p.m.,
Eastern Daylight Time, on June 15, 2006, or as soon thereafter as practicable.

         In addition, Rock-Tenn hereby acknowledges that:

         o        should the Securities and Exchange Commission (the
                  "Commission") or the Staff, acting pursuant to delegated
                  authority, declare the filing effective, it does not foreclose
                  the Commission from taking any action with respect to the
                  filing;

         o        the action of the Commission or the Staff, acting pursuant to
                  delegated authority, in declaring the filing effective, does
                  not relieve Rock-Tenn from its full responsibility for the
                  accuracy and adequacy of the disclosure in the filing; and

         o        Rock-Tenn may not assert the Staff comments and the
                  declaration of effectiveness as a defense in any proceeding
                  initiated by the Commission or any person under the federal
                  securities laws of the United States.

         We trust that the foregoing is responsive to the Staff's comments.
Should you have any additional questions or comments, please do not hesitate to
contact the undersigned directly at (678) 291-7540 or E. William Bates, II of
King & Spalding LLP at (212) 556-2240.

         Thank you for your assistance.


                                          Very truly yours,

                                          /s/  STEVEN C. VOORHEES

                                          Steven C. Voorhees


cc:   Mr. Daniel Lee
         United States Securities and Exchange Commission

      Mr. E. William Bates, II
         King & Spalding LLP

      Mr. Robert B. McIntosh
         Rock-Tenn Company