SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                               SCHEDULE 14D-9
                   SOLICITATION/RECOMMENDATION STATEMENT
                    PURSUANT TO SECTION 14(d)(4) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                             (Amendment No. 1)


                      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
                              919 Third Avenue
                       New York, New York 10022-3897
                         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 December 16, 1999, relating to the offer (the "Offer") by Sheffield,
 Inc., a Delaware corporation and a wholly owned subsidiary of Chesapeake
 Corporation, a Virginia corporation, 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.

 ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

      Item 9 is hereby amended and supplemented as follows:

 Exhibit No.    Description
 -----------    -----------

     18         Stockholders and Registration Rights Agreement dated as of
                October 30, 1998 among Shorewood, Leonard Verebay and Eric
                Kaltman.



                                 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/ Andrew N. Shore
                                          --------------------------------
                                          Name:  Andrew N. Shore
                                          Title: Vice President, General
                                                 Counsel and Secretary

 Dated:  December 17, 1999