8-K

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                                  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

        Date of Report (Date of Earliest Event Reported): March 17, 2006

                                ROCK-TENN COMPANY
             (Exact name of registrant as specified in its charter)

        Georgia                       0-23340                    62-0342590
- ------------------------       ----------------------        -------------------
(State of Incorporation)       Commission File Number           (IRS employer
                                                             identification no.)


            504 Thrasher Street,
             Norcross, Georgia                                      30071
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  (Address of principal executive offices)                        (Zip code)

       Registrant's telephone number, including area code: (770) 448-2193


                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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Item 2.05 - Costs Associated with Exit or Disposal Activities.

On March 17, 2006, Rock-Tenn Company ("Rock-Tenn") issued a press release (the
"March 17 Press Release") that announced Rock-Tenn's decision to close its
Kerman, California folding carton plant in the third quarter of fiscal
2006.

The March 17 Press Release and this Current Report on Form 8-K disclose the
following information:


In connection with the closing of the Kerman plant, Rock-Tenn expects to incur
pre-tax restructuring and other costs of approximately $3.7 million during the
second quarter of fiscal 2006, an aggregate of $1.1 million in the remainder of
fiscal 2006, and an aggregate of $0.4 million primarily over the next two fiscal
years. Rock-Tenn also expects to incur operating costs of $0.3 million in the
second quarter of fiscal 2006 associated with inventory write-off. The aggregate
restructuring and other costs include charges of approximately $1.8 million for
equipment impairment, $1.2 million for severance and other employee costs, $0.9
million for facility lease and carrying costs net of sublease rentals, $0.6
million for equipment relocation, and $0.7 million for other miscellaneous
costs. The Company estimates that approximately $2.1 million of the operating
costs and restructuring and other costs will be non-cash charges.

A copy of the March 17 Press Release is attached hereto as Exhibit 99.1 and
hereby incorporated herein.

Item 9.01 - Financial Statements and Exhibits.

       (c)  Exhibits

            99.1  March 17 Press Release





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 hereunto duly authorized.

Date: March 17, 2006
                             ROCK-TENN COMPANY


                             By:     /s/ Steven C. Voorhees
                                  ----------------------------------------------
                                  Name:  Steven C. Voorhees
                                  Title:  Executive Vice-President and Chief
                                  Financial Officer (Principal Financial
                                  Officer, Principal Accounting Officer and
                                  duly authorized officer)




                                INDEX TO EXHIBITS

Exhibit Number and Description
- ------------------------------

99.1  March 17 Press Release

EX-99.1

                                                                    Exhibit 99.1

Rock-Tenn Company Announces Closure of Kerman Folding Carton Facility

    NORCROSS, Ga.--(BUSINESS WIRE)--March 17, 2006--Rock-Tenn Company
(NYSE: RKT) announced today that it will close its Kerman, California
folding carton plant in the third quarter of fiscal 2006. Rock-Tenn
expects to transfer a substantial portion of the business from the
Kerman plant to its Greenville, Texas plant.
    Mike Kiepura, Executive Vice President - Folding Carton division,
stated, "The Kerman closure is the next step in attaining our
operating synergy target from the Gulf States paperboard and packaging
business acquisition. We relocated underutilized equipment acquired in
the acquisition to our Greenville, Texas plant, creating the
opportunity to consolidate these two locations. Greenville is the
larger of the two plants and is much closer to our bleached paperboard
mill acquired from Gulf States. We expect the Kerman closure to
generate approximately $2 million of annualized savings that will
contribute to the $30 million of synergies that we expect to realize
following our acquisition of Gulf States' paperboard and packaging
businesses."
    Rock-Tenn Company expects to incur cash operating and
restructuring costs of approximately $3 million, which will include
severance, facility lease and carrying costs net of sublease rentals
and equipment relocation costs, and to incur asset impairment costs of
approximately $2 million.

    Rock-Tenn Company provides a wide range of marketing and packaging
solutions to consumer products companies at low costs, with combined
pro forma net sales of $2.1 billion and operating locations in the
United States, Canada, Mexico, Argentina and Chile. The Company is one
of North America's leading manufacturers of packaging products,
merchandising displays and bleached and recycled paperboard.

    Statements herein regarding, among others, expectations regarding
the transfer of current production from the closed facility; the
impact of the facility closure on the operations of other Company
facilities; restructuring costs, including cash expenditures;
operating costs and synergies constitute forward-looking statements
within the meaning of the federal securities laws. Such statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those contained in any
forward-looking statement. With respect to these statements, the
Company has made assumptions regarding, among other things, the
amounts of asset impairment, severance costs, relocation costs, and
other costs associated with the closure as well as capacity
utilization and production efficiencies. The forward-looking
statements are subject to certain risks including, among others, that
the foregoing assumptions will prove to be inaccurate. Such risks are
more particularly described in the Company's filings with the
Securities and Exchange Commission, including under the caption
"Business -- Forward-Looking Information" and "Risk Factors" in the
Company's Annual Report on Form 10-K for the most recently ended
fiscal year. Management believes its estimates are reasonable;
however, undue reliance should not be placed on such estimates, which
are based on current expectations. The information contained herein
speaks as of the date hereof and the Company does not undertake any
obligation to update such information as future events unfold.

    CONTACT: Rock-Tenn Company
             David Rees, 770-448-2193