Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Walton Thomas W.H.
 2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2009		 3. Issuer Name and Ticker or Trading Symbol
PACKAGING CORP OF AMERICA [PKG]
(Last)
(First)
(Middle)
C/O PACKAGING CORPORATION OF AMERICA, 1900 W. FIELD CT.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAKE FOREST, IL 60045		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 28,375
D
 
Common Stock 7,581
I
Though 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy)   (1) 06/20/2013 Common Stock 16,000 $ 18.36 D  
Option (right to buy)   (1) 06/30/2014 Common Stock 16,000 $ 23.9 D  
Option (right to buy)   (1) 06/29/2012 Common Stock 7,000 $ 21.27 D  
Option (right to buy)   (1) 06/20/2013 Common Stock 5,500 $ 20.96 D  
Option (right to buy)   (2) 06/20/2014 Common Stock 4,225 $ 25.82 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walton Thomas W.H.
C/O PACKAGING CORPORATION OF AMERICA
1900 W. FIELD CT.
LAKE FOREST, IL 60045		       SVP  

Signatures

Kent A. Pflederer, attorney in fact 09/17/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This option is fully vested.
(2) This option vests in three equal annual installments on the first three anniversary dates of the award. The final installment of 1408 shares vests on June 20, 2010.
 
Remarks:
Reporting person was elected as an executive officer of registrant on 9/15/09.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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