<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2035707z8-k.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>

                       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): January 17, 2001


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


         DELAWARE                     1-3439              36-2041256
(State or other jurisdiction       (Commission         (I.R.S. Employer
     of incorporation)             File Number)        Identification No.)

                            150 NORTH MICHIGAN AVENUE
                                CHICAGO, ILLINOIS                60601
                   (Address of Principal Executive Offices)    (Zip Code)

                                 (312) 346-6600
               Registrant's Telephone Number, Including Area Code


                                   ----------

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

<PAGE>

ITEM 5.   OTHER EVENTS.

          Pursuant to Rule 135c under the Securities Act of 1933, Stone
Container Corporation, a wholly-owned subsidiary of Smurfit-Stone Container
Corporation, issued a press release on January 17, 2001 announcing that it plans
to raise approximately $500 million through a Rule 144A debt transaction with
registration rights. For information regarding the transaction, reference is
made to the press release dated January 17, 2001, which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


     (a)  None.


     (b)  None.


     (c)  Exhibits:


          99.1      Press Release dated January 17, 2001.


                                     - 1 -
<PAGE>

                                    SIGNATURE


          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: January 17, 2001                 By: /s/ Paul K. Kaufmann
                                           -------------------------------------
                                        Name:     Paul K. Kaufmann
                                        Title:    Chief Accounting Officer


                                     - 2 -
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
     EXHIBIT NO.         DESCRIPTION
     -----------         -----------
<S>                      <C>
     99.1                Press Release dated January 17, 2001.
</TABLE>


                                     - 3 -
</TEXT>
</DOCUMENT>