EXHIBIT 31.2

                   CERTIFICATION ACCOMPANYING PERIODIC REPORT
                            PURSUANT TO SECTION 302
                       OF THE SARBANES-OXLEY ACT OF 2002
                                (18 U.S.C. 1350)

         I, Steven C. Voorhees, Executive Vice President and Chief Financial
         Officer, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Rock-Tenn
         Company;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this
         report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             registrant, including its consolidated subsidiaries, is made known
             to us by others within those entities, particularly during the
             period in which this report is being prepared;

         (b) Evaluated the effectiveness of the registrant's disclosure
             controls and procedures and presented in this report our
             conclusions about the effectiveness of the disclosure controls and
             procedures, as of the end of the period covered by this report
             based on such evaluation; and

         (c) Disclosed in this report any change in the registrant's internal
             control over financial reporting that occurred during the
             registrant's most recent fiscal quarter (the registrant's fourth
             fiscal quarter in the case of an annual report) that has
             materially affected, or is reasonably likely to materially affect,
             the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         (a) All significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which
             are reasonably likely to adversely affect the registrant's ability
             to record, process, summarize and report financial information;
             and

         (b) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal control over financial reporting.




Date:    August 5, 2003                             /s/ STEVEN C. VOORHEES
                                                    ----------------------------
                                                    Steven C. Voorhees
                                                    Executive Vice President and
                                                    Chief Financial Officer

A signed original of this written statement required by Section 302, or other
document authenticating, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 302, has been provided to Rock-Tenn Company and
will be retained by Rock-Tenn Company and furnished to the Securities and
Exchange Commission or its staff upon request.