EXHIBIT 99.2



               STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
               AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
                 CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS





I, Steven C. Voorhees, state and attest that:


         (1)      To the best of my knowledge, based upon a review of the
                  covered reports of Rock-Tenn Company, and, except as corrected
                  or supplemented in a subsequent covered report:

                  -        no covered report contained an untrue statement of a
                           material fact as of the end of the period covered by
                           such report (or in the case of a report on Form 8-K
                           or definitive proxy materials, as of the date on
                           which it was filed); and


                  -        no covered report omitted to state a material fact
                           necessary to make the statements in the covered
                           report, in light of the circumstances under which
                           they were made, not misleading as of the end of the
                           period covered by such report (or in the case of a
                           report on Form 8-K or definitive proxy materials, as
                           of the date on which it was filed).


         (2)      I have reviewed the contents of this statement with the
                  Company's audit committee.


         (3)      In this statement under oath, each of the following, if filed
                  on or before the date of this statement, is a "covered
                  report":

                  -        Annual Report of Rock-Tenn Company on Form 10-K for
                           the fiscal year ended September 30, 2001;


                  -        all reports on Form 10-Q, all reports on Form 8-K and
                           all definitive proxy materials of Rock-Tenn Company
                           filed with the Commission subsequent to the filing of
                           the Form 10-K identified above; and


                  -        any amendments to any of the foregoing.




   /s/ STEVEN C. VOORHEES
- -----------------------------
Steven C. Voorhees                      Subscribed and sworn to
August 14, 2002                         before me this 14th day of
                                        August 2002.


                                            /s/  KIMBERLY L. ASCHOFF
                                        ----------------------------
                                        Notary Public


                                        My Commission Expires:  May 19, 2003



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