SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
                                  _____________

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



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


     Delaware                                          36-2041256
- --------------------------------------------------------------------------------
(State of incorporation                           (IRS Employer
of organization)                                  Identification No.)

     150 North Michigan Avenue, Chicago, Illinois        60601
- --------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:



Title of each class                          Name of each exchange on which
to be so registered                          each class is to be registered
- --------------------                         ------------------------------

___% First Mortgage Notes due 2002                New York Stock Exchange
___% Senior Notes due 2004                        New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:



                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)



ITEM 1.   DESCRIPTION OF COMPANY'S SECURITIES TO BE REGISTERED.

          Stone Container Corporation (the "Company") hereby applies, pursuant
          to Section 12(b) of the Securities Exchange Act of 1934, as amended
          (the "Exchange Act"), for registration of (A) its ___% First Mortgage
          Notes due 2002 (the "First Mortgage Notes"), to be issued under an
          indenture dated as of October ___, 1994, between the Company and
          Norwest Bank Minnesota, National Association, as trustee (the "First
          Mortgage Notes Indenture") and (B) its ___% Senior Notes due 2004 (the
          "Senior Notes"), to be issued under an indenture dated as of
          October ___, 1994, between the Company and The Bank of New York, as
          trustee (the "Senior Notes Indenture").

          The information called for by Item 1 with respect to the First
          Mortgage Notes and Senior Notes is set forth (i) in the Company's
          Registration Statement on Form S-1, as amended (Registration
          No. 33-54769), as filed under the Securities Act of 1933, as amended
          (the "Securities Act"), which is incorporated herein by reference, and
          (ii) on the cover page and under the caption "Description of Notes" in
          the final form of Prospectus to be filed with the Securities and
          Exchange Commission pursuant to Rule 424(b) of the Securities Act,
          which is incorporated herein by reference.

ITEM 2.   EXHIBITS.

          1.   The Company's Registration Statement on Form S-1 (Registration
               No. 33-54769) filed on July 27, 1994, as amended by Amendments
               No. 1 and No. 2 thereto, filed on August 4, 1994 and
               September 15, 1994, respectively, relating to the First Mortgage
               Notes and the Senior Notes, is hereby incorporated by reference.

          2.   Credit Agreement, dated as of March 1, 1989 (the "Canadian Term
               Loan Agreement"), among Stone Container Corporation of Canada
               (now Stone Container (Canada) Inc.), the Banks named therein,
               Bankers Trust Company, as agent for such Banks, and Citibank,
               N.A., Manufacturers Hanover Trust Company (now Chemical Bank) and
               The First National Bank of Chicago, as co-agents for such Banks,
               filed as Exhibit 28(b) to the Company's Current Report on
               Form 8-K dated March 2, 1989, filed on March 17, 1989, is hereby
               incorporated by reference.

          3.   Revolving Credit Agreement, dated as of March 1, 1989 (the
               "Canadian Revolver"), among Stone Container Acquisition
               Corporation (now Stone Container (Canada) Inc.), the Banks named
               therein, BT Bank of Canada, as administrative agent for such
               Banks, The Bank of Nova Scotia, as payment agent for such Banks,
               and Bankers


                                       -2-


               Trust Company, as collateral agent for such Banks, filed as
               Exhibit 28(d) to the Company's Current Report on Form 8-K dated
               March 2, 1989, filed on March 17, 1989, is hereby incorporated by
               reference.

          4.   Indenture, dated as of September 15, 1986, relating to the
               12 1/8% Subordinated Debentures due September 15, 2001 of Stone
               Southwest Corporation (now Stone Southwest, Inc.), between
               Southwest Forest Industries, Inc. and Bankers Trust Company, as
               Trustee, together with the First Supplemental Indenture, dated as
               of September 1, 1987, among Stone Container Corporation, a Nevada
               corporation, the Company and National Westminster Bank USA, as
               Trustee (which has been succeeded by Shawmut Bank, N.A., as
               Trustee), and the Second Supplemental Indenture, dated as of
               December 14, 1987, among Stone Southwest Corporation, the Company
               and National Westminster Bank USA, as Trustee (which has been
               succeeded by Shawmut Bank, N.A., as Trustee), filed as Exhibit
               4(i) to the Company's Registration Statement on Form S-3,
               Registration No. 33-36218, filed on November 1, 1991 is hereby
               incorporated by reference.

          5.   Indenture, dated as of September 1, 1989, between the Company and
               Bankers Trust Company, as Trustee, relating to the Company's
               11 1/2% Senior Subordinated Notes due September 1, 1999, filed as
               Exhibit 4(n) to the Company's Registration Statement on Form S-3,
               No. 33-46764, filed on March 27, 1992, is hereby incorporated by
               reference.

          6.   Indenture, dated as of February 15, 1992, between the Company and
               The Bank of New York, as Trustee, relating to the Company's
               6 3/4% Convertible Subordinated Debentures due February 15, 2007,
               filed as Exhibit 4(p) to the Company's Registration Statement on
               Form S-3, Registration Number 33-45978, filed on March 4, 1992,
               is hereby incorporated by reference.

          7.   Senior Subordinated Indenture, dated as of March 15, 1992,
               between the Company, and The Bank of New York, as Trustee, filed
               as Exhibit 4(a) to the Company's Registration Statement Form S-3,
               Registration Number 33-46764, filed on March 27, 1992, is hereby
               incorporated by reference.

          8.   Indenture dated as of June 15, 1993 between the Company and
               Norwest Bank Minnesota, National Association, as Trustee,
               relating to the Company's 8 7/8% Convertible Senior Subordinated
               Notes due 2000, filed as Exhibit 4(a) to the Company's
               Registration Statement on Form S-3, Registration Number 33-66086,
               filed on July 15, 1993, is hereby incorporated by reference.


                                       -3-


          9.   Indenture, dated as of November 1, 1991, between the Company and
               The Bank of New York, as Trustee, relating to the Company's
               Senior Debt Securities, filed as Exhibit 4(u) to the Company's
               Registration Statement on Form S-3, Registration Number 33-45374,
               filed on January 29, 1992, is hereby incorporated by reference.

          10.  First Supplemental Indenture dated as of June 23, 1993 between
               the Company and The Bank of New York, as Trustee, relating to the
               Indenture, dated as of November 1, 1991, between the Company and
               The Bank of New York, as Trustee, filed as Exhibit 4(aa) to the
               Company's Registration Statement on Form S-3, Registration Number
               33-66086, filed on July 15, 1993, is hereby incorporated by
               reference.

          11.  Second Supplemental Indenture dated as of February 1, 1994
               between the Company and the Bank of New York as Trustee, relating
               to the Indenture dated as of November 1, 1991, as amended, filed
               as Exhibit 4.2 to the Company's Current Report on Form 8-K, dated
               January 24, 1993, is hereby incorporated herein by reference.

          12.  Indenture dated as of August 1, 1993 between the Company and
               Norwest Bank Minnesota, National Association, as Trustee,
               relating to the Company's Senior Subordinated Debt Securities,
               filed as Exhibit 4(a) to the Company's Form S-3 Registration
               Statement, Registration Number 33-49857, filed July 30, 1993, is
               hereby incorporated by reference.

Indentures with respect to other long-term debt, none of which exceeds 10% of
the total assets of the Company and its subsidiaries on a consolidated basis,
are not attached.  (The Company agrees to furnish a copy of such documents to
the Commission upon request).

          13.  Guaranty, dated October 7, 1983, between the Company and the
               Continental Group, Inc., filed as Exhibit 4(h) to the Company's
               Registration Statement on Form S-3, Registration Number 33-36218,
               filed on November 1, 1991, is hereby incorporated by reference.


                                       -4-


                                    SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                        STONE CONTAINER CORPORATION




                                        By: /s/ Leslie T. Lederer
                                           ------------------------
                                           Name:  Leslie T. Lederer
                                           Title: Vice President,
                                                    Secretary and
                                                    Counsel



Dated:  September 23, 1994


                                       -5-