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                                                                     EXHIBIT 3.2

                            ARTICLES OF AMENDMENT TO
                          RESTATED AND AMENDED ARTICLES
                                OF INCORPORATION

                                       OF

                                ROCK-TENN COMPANY

                                       I.

         The name of the corporation is Rock-Tenn Company (the "Corporation").

                                      II.
         The amendments to the Restated and Amended Articles of Incorporation of
the Corporation are as follows:

                  (a)      Article II, paragraph (b)(4)(ii) of the Restated and
         Amended Articles of Incorporation of the Corporation is hereby amended
         to read in its entirety as follows:

                           "(ii) (A) any trust existing solely for the benefit
                  of such holder of Class B Common provided such holder was a
                  beneficial owner of Voting Stock immediately prior to the
                  Effective Time, (B) any trust existing solely for the benefit
                  of any person who would be a Permitted Transferee of such
                  holder under clause (i) with respect to the shares to be
                  Transferred and (C) to the extent any such trust referred to
                  in clause (ii)(A) or (ii)(B) is terminated or the property
                  thereof is otherwise Transferred for any reason, any settlor
                  or beneficiary of such trust referred to in clause (ii)(A) or
                  (ii)(B) (for purposes of this clause (ii), a trust shall be
                  deemed to exist solely for the benefit of such holder of Class
                  B Common in clause (ii)(A) and/or such person or persons in
                  clause (i) for such period of time as no other person has a
                  current right to receive the income from or the principal of
                  such trust, and, as of the time any other person (other than a
                  holder of Class B Common specified in clause (ii)(A) and/or a
                  person or persons specified in clause (i)) has such right,
                  each share of Class B Common held by such trust shall
                  automatically convert into one share of Class A Common in
                  accordance with paragraph (b)(6));"

                  (b)      Article II, paragraph (b)(4)(iii) of the Restated and
         Amended Articles of Incorporation of the Corporation is hereby amended
         to read in its entirety as follows:

                           "(iii) upon the death of such holder of Class B
                  Common that was a beneficial owner of Voting Stock immediately
                  prior to the Effective Time, such holder's estate or any
                  executor, administrator, conservator or other legal
                  representative of such holder or upon any Transfer by such
                  estate, executor,

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                  administrator, conservator or other legal representative of
                  such holder, such holder's Permitted Transferees specified in
                  clause (i);"

                  (c)      Article II, paragraph (b)(4)(iv) of the Restated and
         Amended Articles of Incorporation of the Corporation is hereby amended
         by deleting the word "and" at the end of such paragraph;

                  (d)      Article II, paragraph (b)(4)(v) of the Restated and
         Amended Articles of Incorporation of the Corporation is hereby amended
         by deleting the period at the end of such paragraph and inserting";
         and" in its place; and

                  (e)      Article II, paragraph (b)(4) of the Restated and
         Amended Articles of Incorporation of the Corporation is hereby amended
         to include a new paragraph (vi), which shall read in its entirety as
         follows:

                           "(vi) to the extent that such holder of Class B
                  Common was a beneficial owner of Voting Stock immediately
                  prior to the Effective Time and was organized as a trust as of
                  such time, any beneficiary of such trust that was a
                  beneficiary of such trust at the Effective Time."

                                      III.

         The amendments set forth above were adopted and approved by the Board
of Directors of the Corporation on October 27, 1994.

         The amendments set forth above were duly approved by the shareholders
of the Corporation in accordance with Section 14-2-1003 of the Georgia Business
Corporation Code on January 26, 1995.

         IN WITNESS WHEREOF, these Articles of Amendment to Restated and Amended
Articles of Incorporation have been signed as of this 26th day of January, 1995.

                                                 ROCK-TENN COMPANY



                                                 By:
                                                    ----------------------------
                                                    Bradley Currey, Jr.
                                                    Chairman, President and
                                                    Chief Executive Officer