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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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): May 14, 2009


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

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 8.01     Other Events.

          On May 14, 2009, Rock-Tenn Company issued a press release (the “Press Release”) announcing its intention to offer senior notes in the aggregate principal amount of $100 million. A copy of the Press Release is attached hereto as Exhibit 99.1 and hereby incorporated herein.

Item 9.01     Financial Statements and Exhibits.

(c)       Exhibits.  The following exhibits are filed herewith:

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.

INDEX TO EXHIBITS

Exhibit Number and Description

99.1      Press Release (furnished pursuant to Item 8.01)