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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
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                               SCHEDULE 14D-9
                   SOLICITATION/RECOMMENDATION STATEMENT
                    PURSUANT TO SECTION 14(d)(4) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                             (Amendment No. 1)
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                      SHOREWOOD PACKAGING CORPORATION
                         (Name of Subject Company)

                      SHOREWOOD PACKAGING CORPORATION
                    (Name of Person(s) Filing Statement)

                  Common Stock, Par Value $0.01 Per Share
                       (Title of Class of Securities)

                                 825229107
                   (CUSIP Number of Class of Securities)

                           Andrew N. Shore, Esq.
               Vice President, General Counsel and Secretary
                      Shorewood Packaging Corporation
                              277 Park Avenue
                          New York, New York 10172
                         Telephone: (212) 371-1500
    (Name, Address and Telephone Number of Person Authorized to Receive
  Notice and Communications on Behalf of the Person(s) Filing Statement).

                              With a Copy to:

                          Jeffrey W. Tindell, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                             Four Times Square
                       New York, New York 10036-6522
                         Telephone: (212) 735-3000
                         Facsimile: (212) 735-2000




      Shorewood Packaging Corporation, a Delaware corporation
("Shorewood"), hereby amends and supplements its Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and
Exchange Commission on February 29, 2000, relating to the tender offer (the
"IP Offer") by International Paper-37, Inc., a Delaware corporation and a
wholly owned subsidiary of International Paper, a New York corporation
("IP"), to purchase all of the issued and outstanding common stock, par
value $0.01 per share, of Shorewood, including the associated rights to
purchase preferred stock issued pursuant to the Rights Agreement, dated as
of June 12, 1995, between Shorewood and The Bank of New York, as Rights
Agent (the "Shares").

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

      Item 8 is hereby amended and supplemented as follows:

      The waiting period applicable to the purchase of Shares pursuant to
the IP Offer under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, expired at 11:59 p.m., New York City time, on March 8,
2000.


                                   SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


                        SHOREWOOD PACKAGING CORPORATION


                        By:  /s/  Howard M. Liebman
                           ------------------------------
                           Name:  Howard M. Liebman
                           Title: President and Chief Financial Officer

Dated:  March 14, 2000