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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report: (Date of earliest event reported): July 28, 2008


Rock-Tenn Company
(Exact name of registrant as specified in its charter)

(770) 448-2193
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.     Results of Operations and Financial Condition.

On July 2, 2008, Rock-Tenn Company (“RockTenn”) issued a press release (the “July 2 Press Release”) that announced RockTenn would hold its quarterly conference call on Tuesday, July 29, 2008, at 9:00 a.m. ET to discuss financial results for the third quarter of fiscal 2008 (the “Conference Call”).

On July 28, 2008, RockTenn issued a press release (the “July 28 Press Release”) that announced RockTenn’s financial results for the third quarter of fiscal 2008.  A copy of the July 28 Press Release is attached hereto as Exhibit 99.1 and hereby incorporated herein.

The July 2 Press Release and the July 28 Press Release both announced that the Conference Call would be webcast and could be accessed, along with a copy of the July 28 Press Release and any relevant financial and other statistical information related to the webcast, on RockTenn’s website at www.rocktenn.com.  

Item 9.01.     Financial Statements and Exhibits.

     (c)             Exhibits

   99.1  July 28 Press Release (furnished pursuant to Item 2.02)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit Number and Description

99.1          July 28, 2008 Press Release (furnished pursuant to Item 2.02)