FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * STECKO PAUL T   2. Issuer Name and Ticker or Trading Symbol PACKAGING CORP OF AMERICA [PKG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) 07/26/2006 (Street)   4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/26/2006   M   151,000 A $ 4.55 342,000 D   Common Stock 07/26/2006   S   24,700 D $ 23 317,300 D   Common Stock 07/26/2006   S   4,900 D $ 23.01 312,400 D   Common Stock 07/26/2006   S   3,600 D $ 23.02 308,800 D   Common Stock 07/26/2006   S   8,700 D $ 23.03 300,100 D   Common Stock 07/26/2006   S   7,200 D $ 23.04 292,900 D   Common Stock 07/26/2006   S   1,600 D $ 23.05 291,300 D   Common Stock 07/26/2006   S   7,900 D $ 23.06 283,400 D   Common Stock 07/26/2006   S   6,400 D $ 23.07 277,000 D   Common Stock 07/26/2006   S   3,200 D $ 23.08 273,800 D   Common Stock 07/26/2006   S   2,100 D $ 23.09 271,700 D   Common Stock 07/26/2006   S   18,300 D $ 23.1 253,400 D   Common Stock 07/26/2006   S   11,000 D $ 23.11 242,400 D   Common Stock 07/26/2006   S   17,300 D $ 23.12 225,100 D   Common Stock 07/26/2006   S   13,900 D $ 23.13 211,200 D   Common Stock 07/26/2006   S   2,700 D $ 23.14 208,500 D   Common Stock 07/26/2006   S   14,200 D $ 23.15 194,300 D   Common Stock 07/26/2006   S   1,200 D $ 23.16 193,100 D   Common Stock 07/26/2006   S   200 D $ 23.17 192,900 D   Common Stock 07/26/2006   S   900 D $ 23.23 192,000 D   Common Stock 07/26/2006   S   1,000 D $ 23.31 191,000 D   Common Stock               60,000 I (1) By Trust Common Stock               3,049 I (2) By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 4.55

07/26/2006

M

151,000

(3)

06/01/2009

Common Stock

151,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STECKO PAUL T	X		Chairman & CEO

Signatures

/s/ Paul T. Stecko		07/28/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	By Paul T. Stecko 1999 Dynastic Trust. The reporting person no longer has an indirect beneficial interest in 60,000 shares of PKG common stock owned by the Trust for the benefit of his son and included in the prior report.
(2)	As of June 30, 2006, the reporting person held 3,049 shares of PKG common stock under the PKG 401(k) Plan.
(3)	The reported securities are immediately exercisable.
(4)	Per SEC instructions, column left blank.

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