POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENT, that the under-
signed hereby constitutes and appoints John R. Funke,
Patrick J. Moore and James E. Terrill, each with full
power to act without the others as his true and lawful
attorneys-in-fact and agents with full power of substitu-
tion and resubstitution for him and in his name, place
and stead, in any and all capacities, (i) to sign any and
all post-effective amendments to the Registration State-
ment on Form S-1 (file no. 33-31212) (the 'Subordinated
Debt Registration Statement') of Container Corporation of
America ('CCA'), as co-registrant, and Jefferson Smurfit
Corporation (U.S.) ('JSC'), as co-registrant, to be filed
under the Securities Act of 1933, as amended, with re-
spect to the subordinated notes issued by CCA and guaran-
teed by JSC, (ii) to sign any and all post-effective
amendments to the Registration Statement on Form S-2
(file no. 33-58348) (the '1993 Note Registration State-
ment') of Container Corporation of America ('CCA'), as
co-registrant, and Jefferson Smurfit Corporation (U.S.)
('JSC'), as co-registrant, to be filed under the Securi-
ties Act of 1933, as amended, with respect to the senior
notes issued in 1993 by CCA and guaranteed by JSC, and
(iii) to file any post-effective amendments to the Subor-
dinated Debt Registration Statement and the 1993 Note
Registration Statement, in each case, together with all
exhibits thereto and other documents in connection there-
with, with the Securities and Exchange Commission and
such other state and federal government commissions and
agencies as may be necessary, granting unto said attor-
neys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and con-
firming all that said attorneys-in-fact and agents, or
their or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.


                                /s/ James R. Thompson
                             ----------------------------
                                       Signature



                                   James R. Thompson
                             ----------------------------
                                      (Print Name)


August 31, 1994