8-K

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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): June 19, 2002

STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-3439 (Commission File Number)	36-2041256 (I.R.S. Employer Identification No.)
	150 North Michigan Avenue Chicago, Illinois (Address of principal executive offices)	60601 (Zip Code)

(312) 346-6600
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Item 5.  Other Events and Regulation FD Disclosure.

        Stone Container Corporation, a wholly-owned subsidiary of Smurfit-Stone Container Corporation, issued a press release on June 19, 2002 announcing that it had entered into an agreement to sell $400 million of 8³/8% Senior Notes due 2012. For information regarding the transaction, reference is made to the press release dated June 19, 2002, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

        (a)    None.

        (b)    None.

        (c)    Exhibits:

        99.1    Press Release dated June 19, 2002.

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.

	STONE CONTAINER CORPORATION
Dated: June 19, 2002	By:	/s/  CRAIG A. HUNT Name:    Craig A. Hunt Title:      Vice President, Secretary and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated June 19, 2002.

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Item 5. Other Events and Regulation FD Disclosure.
Item 7. Financial Statements and Exhibits.

SIGNATURES
Exhibit Index

EX-99.1

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Exhibit 99.1

For Immediate Release
	Contact:	Carrie Doyle 312-580-4685 (investors)   Derrell Carter 314-746-1321 (media)   www.smurfit-stone.com

STONE CONTAINER CORPORATION,
A WHOLLY-OWNED SUBSIDIARY
OF SMURFIT-STONE CONTAINER CORPORATION,
TO ISSUE $400 MILLION SENIOR NOTES

CHICAGO, June 19, 2002—Stone Container Corporation, a wholly-owned subsidiary of Smurfit-Stone Container Corporation (Nasdaq: SSCC), announced today that it had entered into an agreement to sell $400 million of 8³/8% Senior Notes due 2012 (the "Notes").

        Proceeds of the Note issuance (after deduction of discounts and commissions, fees and other expenses associated with the sale of the Notes), together with borrowings under Stone's revolving credit facility, will be used to repay approximately $443 million of its senior secured term loans.

        The Notes are being sold to qualified institutional buyers in reliance on Rule 144A. The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed that after the issuance of the Notes it will file a registration statement relating to an exchange offer for the Notes under the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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Smurfit-Stone Container Corporation (Nasdaq: SSCC) is the industry's leading integrated manufacturer of paperboard- and paper-based packaging. Smurfit-Stone is a leading producer of containerboard, including white top linerboard and recycled medium; corrugated containers; multiwall bags; clay-coated recycled boxboard; and is the world's largest paper recycler. In addition, Smurfit-Stone is a leading producer of solid bleached sulfate, folding cartons, paper tubes and cores, and labels. The company operates approximately 300 facilities worldwide and employs approximately 38,500 people.

This press release contains statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to changes in general economic conditions, continued pricing pressures in key product lines, seasonality and higher recycled fiber costs, as well as other risks and uncertainties detailed from time to time in the Company's Securities and Exchange Commission filings.

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Exhibit 99.1