<PAGE>   1
      As filed with the Securities and Exchange Commission on June 6, 2001
                                                   Registration No. 333_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                                ROCK-TENN COMPANY
             (Exact name of registrant as specified in its charter)

                  GEORGIA                                  62-0342590
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

            504 THRASHER STREET                               30071
             NORCROSS, GEORGIA                             (Zip Code)
 (Address of principal executive offices)

                                ROCK-TENN COMPANY
                            2000 INCENTIVE STOCK PLAN

                         ROCK-TENN COMPANY 1993 EMPLOYEE
                               STOCK PURCHASE PLAN
                            (Full title of the plans)

<TABLE>
<S>                                                      <C>
                 STEVEN C. VOORHEES                               Copies to:
               CHIEF FINANICAL OFFICER                          MARY A. BERNARD
                  ROCK-TENN COMPANY                             KING & SPALDING
                 504 THRASHER STREET                      1185 AVENUE OF THE AMERICAS
               NORCROSS, GEORGIA 30071                   NEW YORK, NEW YORK 10036-4003
       (Name and address of agent for service)

                    770-448-2193
(Telephone number, including area code, of agent for
                      service)
</TABLE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES     AMOUNT TO BE           PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
   TO BE REGISTERED        REGISTERED        OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                       <C>                       <C>
Class A Common Stock,
par value $.01 per
share.................  3,200,000 shares              $11.225               $35,920,000.00           $8,980.00

Interests in Rock-Tenn
Company 1993 Employee
Stock Purchase Plan...                  (2)                --                           --                  --
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of computing the registration fee
         pursuant to rule 457(h) based the average of the high and low sales
         prices per share of Class A Common Stock of Rock-Tenn Company as
         reported on the New York Stock Exchange on June 1, 2001.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Rock-Tenn Company 1993
         Employee Stock Purchase Plan.

================================================================================


<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents have been previously filed by us with the
Securities and Exchange Commission and are hereby incorporated by reference into
this registration statement as of their respective dates:

                  (1) Our Annual Report on Form 10-K for the fiscal year ended
         September 30, 2000;

                  (2) All reports filed by us pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934, as amended, which we refer to
         as the Exchange Act, since September 30, 2000; and

                  (3) The description of our Class A Common Stock, par value
         $.01 per share, which we refer to as the Class A Common Stock,
         contained in our registration statement on Form 8-A filed on February
         2, 1994, including any amendment or report filed for the purposes of
         updating such description.

         In addition, all documents filed by us or the Rock-Tenn Company 1993
Employee Stock Purchase Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the date of this registration statement and prior
to the filing of a post-effective amendment to this registration statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Class A Common Stock covered by this
registration statement has been passed upon for us by Robert B. McIntosh,
secretary of our company. Mr. McIntosh owns or has options to purchase an
aggregate of 76,400 shares of Class A Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our restated and amended articles of incorporation eliminate, to the
fullest extent permitted by applicable law, the personal liability of our
directors or our shareholders for monetary damages for breach of duty of care or
any other duty owed to us as a director. The Georgia Business Corporation Code,
or the Code, currently provides that such provision shall not


<PAGE>   3

eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of our company, (b) for
acts or omissions that involve intentional misconduct or a knowing violation of
law, (c) for unlawful corporate distributions or (d) for any transaction from
which the director received an improper personal benefit.

         Under Article VI of our bylaws, and certain agreements entered into by
us and our directors, we are required to indemnify our directors, officers,
employees or agents against the obligation to pay any judgment, settlement,
penalty or fine, and against expenses (including attorney's fees and expenses),
incurred in connection with any action, suit or proceeding brought against such
person because he was a director, officer, employee or agent of our company,
without regard to any limitations in the Code; provided, however, that we shall
have no obligation to indemnify any such person in connection with any such
proceeding if such person is adjudged liable to us or is subjected to injunctive
relief in favor of us (a) for any appropriation, in violation of such person's
duties, of any business opportunity of our company, (b) for acts or omissions
that involve intentional misconduct or a knowing violation of law, (c) for
unlawful corporate distributions or (d) for any transaction from which such
person received an improper personal benefit. Our directors and officers are
insured against losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.

         We have entered into indemnification agreements with each of our
directors. The indemnification agreements require, among other things, that we
indemnify our directors to the fullest extent permitted by law, and advance to
directors all related expenses, subject to reimbursement if it is subsequently
determined the indemnification is not permitted. We are also required to
indemnify in advance all expenses incurred by directors seeking to enforce their
rights under the indemnification agreements and to cover directors under our
directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions in our restated and amended articles of incorporation and
bylaws, it provides greater assurance to directors that indemnification will be
available, because, as a contract, it may not be modified to eliminate the
rights it provides unilaterally by our board of directors or our shareholders in
the future.

         Our directors and executive officers are insured against damages from
actions and claims incurred in the course of performing their duties, and we are
insured against expenses incurred in defending lawsuits arising from certain
alleged acts against directors and executive officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8. EXHIBITS

<TABLE>
         <S>      <C>

         4.1      Restated and Amended Articles of Incorporation of Rock-Tenn
                  Company (incorporated by reference to Exhibit 3.1 to Rock-Tenn
                  Company's Registration Statement on Form S-1 (File No.
                  33-73312)).
</TABLE>


                                       2
<PAGE>   4

<TABLE>
         <S>      <C>
         4.2      Articles of Amendment of Rock-Tenn Company's Restated and
                  Amended Articles of Incorporation (incorporated by reference
                  to Exhibit 3.2 to the Rock-Tenn Company Annual Report on Form
                  10-K for the year ended September 30, 2000).

         4.3      Bylaws of Rock-Tenn Company (incorporated by reference to
                  Exhibit 3.3 to Rock-Tenn Company's Registration Statement on
                  Form S-1 (File No. 33-73312)).

         5.1      Opinion of Robert B. McIntosh.

         10.1     Rock-Tenn Company 2000 Incentive Stock Plan (incorporated by
                  reference to Exhibit B in Dan River's Definitive Proxy
                  Statement filed on December 18, 2000).

         10.2     Rock-Tenn Company 1993 Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 10.13 to Rock-Tenn
                  Company's Registration Statement on Form S-1 (File No.
                  33-73312).

         10.3     Amendment Number One to the Rock-Tenn Company 1993 Stock
                  Purchase Plan.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Robert B. McIntosh (included as part of Exhibit
                  5.1).
</TABLE>

ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes as follows:

                  (1)      to file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                           (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended, which we
                  refer to as the Securities Act,

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.


                                       3
<PAGE>   5

                           (iii) to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

                  (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     EXPERTS

         Our consolidated financial statements incorporated herein by reference
to our Annual Report on Form 10-K for the year ended September 30, 2000 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated by reference
herein. Such consolidated financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young LLP pertaining to such
financial statements


                                       4
<PAGE>   6

(to the extent covered by consents filed with the Securities and Exchange
Commission) given on the authority of such firm as experts in accounting and
auditing.


                                       5
<PAGE>   7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norcross, State of Georgia on the 6th day of
June, 2001.

                                              ROCK-TENN COMPANY


                                              By: /s/ James A. Rubright
                                                 -------------------------------
                                                      James A. Rubright
                                                   Chairman of the Board
                                                 and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. Rubright and Steven C. Voorhees
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacity indicated on the 6th day of June, 2001.

<TABLE>
<CAPTION>
SIGNATURE                                     TITLE
---------                                     -----
<S>                                           <C>


/s/ James A. Rubright                         Director, Chairman of the Board and Chief
-----------------------------------           Executive Officer (Principal Executive Officer)
James A. Rubright
</TABLE>


                                      S-1
<PAGE>   8

<TABLE>
<CAPTION>
SIGNATURE                                     TITLE
---------                                     -----
<S>                                           <C>


/s/ Steven C. Voorhees                        Executive Vice President and Chief Financial
-----------------------------------           Officer (Principal Financial and Accounting
Steven C. Voorhees                            Officer)


/s/ Stephen G. Anderson                       Director
-----------------------------------
Stephen G. Anderson


/s/ J. Hyatt Brown                            Director
-----------------------------------
J. Hyatt Brown


/s/ Robert B. Currey                          Director
-----------------------------------
Robert B. Currey


/s/ Bradley Currey, Jr.                       Director
-----------------------------------
Bradley Currey, Jr.


/s/ G. Stephen Felker                         Director
-----------------------------------
G. Stephen Felker


/s/ Lawrence L. Gellerstedt, III              Director
-----------------------------------
Lawrence L. Gellerstedt, III


/s/ John D. Hopkins                           Director
-----------------------------------
John D. Hopkins


                                              Director
-----------------------------------
Lou Brown Jewell


/s/ James W. Johnson                          Director
-----------------------------------
James W. Johnson
</TABLE>


                                      S-2
<PAGE>   9

<TABLE>
<CAPTION>
SIGNATURE                                     TITLE
---------                                     -----
<S>                                           <C>


/s/ Charles R. Sexton                         Director
-----------------------------------
Charles R. Sexton


/s/ John W. Spiegel                           Director
-----------------------------------
John W. Spiegel
</TABLE>


                                      S-3
<PAGE>   10

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                  SEQUENTIAL
NUMBER                           DESCRIPTION OF EXHIBIT                                   PAGE NO.
------                           ----------------------                                  ----------
<S>      <C>                                                                             <C>

  4.1    Restated and Amended Articles of Incorporation of Rock-Tenn Company
         (incorporated by reference to Exhibit 3.1 33-73312 to Rock-Tenn
         Company's Registration Statement on Form S-1 (File No. 33-73312)).

  4.2    Articles of Amendment of Rock-Tenn Company's Restated and Amended
         Articles of Incorporation (incorporated by reference to Exhibit 3.2 to
         the Rock-Tenn Company Annual Report on Form 10-K for the year ended
         September 30, 2000).

  4.3    Bylaws of Rock-Tenn Company (incorporated by reference to Exhibit 3.3
         to Rock-Tenn Company's Registration Statement on Form S-1 (File No.
         33-73312)).

  5.1    Opinion of Robert B. McIntosh.

 10.1    Rock-Tenn Company 2000 Incentive Stock Plan (incorporated by reference
         to Exhibit 13 in Dan River's Definitive Proxy Statement filed on
         December 18, 2000).

 10.2    Rock-Tenn Company 1993 Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.3 to Rock-Tenn Company's Registration Statement
         on Form S-1 (File No. 33-73312).

 10.3    Amendment Number One to the Rock-Tenn Company 1993 Stock Purchase Plan.

 23.1    Consent of Ernst & Young LLP.

 23.2    Consent of Robert B. McIntosh (included as part of Exhibit 5.1).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g69926s-8.txt", "description": "ROCK-TENN COMPANY", "secsgml_size_bytes": 22857}]
{"company-data": {"conformed-name": "ROCK TENN CO", "cik": "0000230498", "assigned-sic": "2650", "irs-number": "620342590", "state-of-incorporation": "GA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62346", "film-number": "1654732"}, "business-address": {"street1": "504 THRASHER ST", "city": "NORCROSS", "state": "GA", "zip": "30071", "phone": "7704482193"}, "mail-address": {"street1": "PO BOX 4098", "city": "NORCROSS", "state": "GA", "zip": "30091"}}
1
      As filed with the Securities and Exchange Commission on June 6, 2001
                                                   Registration No. 333_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                                ROCK-TENN COMPANY
             (Exact name of registrant as specified in its charter)

                  GEORGIA                                  62-0342590
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

            504 THRASHER STREET                               30071
             NORCROSS, GEORGIA                             (Zip Code)
 (Address of principal executive offices)

                                ROCK-TENN COMPANY
                            2000 INCENTIVE STOCK PLAN

                         ROCK-TENN COMPANY 1993 EMPLOYEE
                               STOCK PURCHASE PLAN
                            (Full title of the plans)
STEVEN C. VOORHEES                               Copies to:
               CHIEF FINANICAL OFFICER                          MARY A. BERNARD
                  ROCK-TENN COMPANY                             KING & SPALDING
                 504 THRASHER STREET                      1185 AVENUE OF THE AMERICAS
               NORCROSS, GEORGIA 30071                   NEW YORK, NEW YORK 10036-4003
       (Name and address of agent for service)

                    770-448-2193
(Telephone number, including area code, of agent for
                      service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES     AMOUNT TO BE           PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
   TO BE REGISTERED        REGISTERED        OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE  REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $.01 per
share.................  3,200,000 shares              $11.225               $35,920,000.00           $8,980.00

Interests in Rock-Tenn
Company 1993 Employee
Stock Purchase Plan...                  (2)                --                           --                  --
-----------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee
         pursuant to rule 457(h) based the average of the high and low sales
         prices per share of Class A Common Stock of Rock-Tenn Company as
         reported on the New York Stock Exchange on June 1, 2001.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Rock-Tenn Company 1993
         Employee Stock Purchase Plan.

================================================================================
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents have been previously filed by us with the
Securities and Exchange Commission and are hereby incorporated by reference into
this registration statement as of their respective dates:

                  (1) Our Annual Report on Form 10-K for the fiscal year ended
         September 30, 2000;

                  (2) All reports filed by us pursuant to Section 13(a) or 15(d)
         of the Securities Exchange Act of 1934, as amended, which we refer to
         as the Exchange Act, since September 30, 2000; and

                  (3) The description of our Class A Common Stock, par value
         $.01 per share, which we refer to as the Class A Common Stock,
         contained in our registration statement on Form 8-A filed on February
         2, 1994, including any amendment or report filed for the purposes of
         updating such description.

         In addition, all documents filed by us or the Rock-Tenn Company 1993
Employee Stock Purchase Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the date of this registration statement and prior
to the filing of a post-effective amendment to this registration statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Class A Common Stock covered by this
registration statement has been passed upon for us by Robert B. McIntosh,
secretary of our company. Mr. McIntosh owns or has options to purchase an
aggregate of 76,400 shares of Class A Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Our restated and amended articles of incorporation eliminate, to the
fullest extent permitted by applicable law, the personal liability of our
directors or our shareholders for monetary damages for breach of duty of care or
any other duty owed to us as a director. The Georgia Business Corporation Code,
or the Code, currently provides that such provision shall not
3

eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of our company, (b) for
acts or omissions that involve intentional misconduct or a knowing violation of
law, (c) for unlawful corporate distributions or (d) for any transaction from
which the director received an improper personal benefit.

         Under Article VI of our bylaws, and certain agreements entered into by
us and our directors, we are required to indemnify our directors, officers,
employees or agents against the obligation to pay any judgment, settlement,
penalty or fine, and against expenses (including attorney's fees and expenses),
incurred in connection with any action, suit or proceeding brought against such
person because he was a director, officer, employee or agent of our company,
without regard to any limitations in the Code; provided, however, that we shall
have no obligation to indemnify any such person in connection with any such
proceeding if such person is adjudged liable to us or is subjected to injunctive
relief in favor of us (a) for any appropriation, in violation of such person's
duties, of any business opportunity of our company, (b) for acts or omissions
that involve intentional misconduct or a knowing violation of law, (c) for
unlawful corporate distributions or (d) for any transaction from which such
person received an improper personal benefit. Our directors and officers are
insured against losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.

         We have entered into indemnification agreements with each of our
directors. The indemnification agreements require, among other things, that we
indemnify our directors to the fullest extent permitted by law, and advance to
directors all related expenses, subject to reimbursement if it is subsequently
determined the indemnification is not permitted. We are also required to
indemnify in advance all expenses incurred by directors seeking to enforce their
rights under the indemnification agreements and to cover directors under our
directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions in our restated and amended articles of incorporation and
bylaws, it provides greater assurance to directors that indemnification will be
available, because, as a contract, it may not be modified to eliminate the
rights it provides unilaterally by our board of directors or our shareholders in
the future.

         Our directors and executive officers are insured against damages from
actions and claims incurred in the course of performing their duties, and we are
insured against expenses incurred in defending lawsuits arising from certain
alleged acts against directors and executive officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8. EXHIBITS
4.1      Restated and Amended Articles of Incorporation of Rock-Tenn
                  Company (incorporated by reference to Exhibit 3.1 to Rock-Tenn
                  Company's Registration Statement on Form S-1 (File No.
                  33-73312)).
2
4
4.2      Articles of Amendment of Rock-Tenn Company's Restated and
                  Amended Articles of Incorporation (incorporated by reference
                  to Exhibit 3.2 to the Rock-Tenn Company Annual Report on Form
                  10-K for the year ended September 30, 2000).

         4.3      Bylaws of Rock-Tenn Company (incorporated by reference to
                  Exhibit 3.3 to Rock-Tenn Company's Registration Statement on
                  Form S-1 (File No. 33-73312)).

         5.1      Opinion of Robert B. McIntosh.

         10.1     Rock-Tenn Company 2000 Incentive Stock Plan (incorporated by
                  reference to Exhibit B in Dan River's Definitive Proxy
                  Statement filed on December 18, 2000).

         10.2     Rock-Tenn Company 1993 Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 10.13 to Rock-Tenn
                  Company's Registration Statement on Form S-1 (File No.
                  33-73312).

         10.3     Amendment Number One to the Rock-Tenn Company 1993 Stock
                  Purchase Plan.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Robert B. McIntosh (included as part of Exhibit
                  5.1).
ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes as follows:

                  (1)      to file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                           (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended, which we
                  refer to as the Securities Act,

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

                                       3
5

                           (iii) to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

                  (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

               (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     EXPERTS

         Our consolidated financial statements incorporated herein by reference
to our Annual Report on Form 10-K for the year ended September 30, 2000 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated by reference
herein. Such consolidated financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young LLP pertaining to such
financial statements

                                       4
6

(to the extent covered by consents filed with the Securities and Exchange
Commission) given on the authority of such firm as experts in accounting and
auditing.

                                       5
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norcross, State of Georgia on the 6th day of
June, 2001.

                                              ROCK-TENN COMPANY

                                              By: /s/ James A. Rubright
                                                 -------------------------------
                                                      James A. Rubright
                                                   Chairman of the Board
                                                 and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. Rubright and Steven C. Voorhees
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacity indicated on the 6th day of June, 2001.
SIGNATURE                                     TITLE
---------                                     -----
/s/ James A. Rubright                         Director, Chairman of the Board and Chief
-----------------------------------           Executive Officer (Principal Executive Officer)
James A. Rubright
S-1
8
SIGNATURE                                     TITLE
---------                                     -----
/s/ Steven C. Voorhees                        Executive Vice President and Chief Financial
-----------------------------------           Officer (Principal Financial and Accounting
Steven C. Voorhees                            Officer)

/s/ Stephen G. Anderson                       Director
-----------------------------------
Stephen G. Anderson

/s/ J. Hyatt Brown                            Director
-----------------------------------
J. Hyatt Brown

/s/ Robert B. Currey                          Director
-----------------------------------
Robert B. Currey

/s/ Bradley Currey, Jr.                       Director
-----------------------------------
Bradley Currey, Jr.

/s/ G. Stephen Felker                         Director
-----------------------------------
G. Stephen Felker

/s/ Lawrence L. Gellerstedt, III              Director
-----------------------------------
Lawrence L. Gellerstedt, III

/s/ John D. Hopkins                           Director
-----------------------------------
John D. Hopkins

                                              Director
-----------------------------------
Lou Brown Jewell

/s/ James W. Johnson                          Director
-----------------------------------
James W. Johnson
S-2
9
SIGNATURE                                     TITLE
---------                                     -----
/s/ Charles R. Sexton                         Director
-----------------------------------
Charles R. Sexton

/s/ John W. Spiegel                           Director
-----------------------------------
John W. Spiegel
S-3
10

                                  EXHIBIT INDEX
EXHIBIT                                                                                  SEQUENTIAL
NUMBER                           DESCRIPTION OF EXHIBIT                                   PAGE NO.
------                           ----------------------                                  ----------
4.1    Restated and Amended Articles of Incorporation of Rock-Tenn Company
         (incorporated by reference to Exhibit 3.1 33-73312 to Rock-Tenn
         Company's Registration Statement on Form S-1 (File No. 33-73312)).

  4.2    Articles of Amendment of Rock-Tenn Company's Restated and Amended
         Articles of Incorporation (incorporated by reference to Exhibit 3.2 to
         the Rock-Tenn Company Annual Report on Form 10-K for the year ended
         September 30, 2000).

  4.3    Bylaws of Rock-Tenn Company (incorporated by reference to Exhibit 3.3
         to Rock-Tenn Company's Registration Statement on Form S-1 (File No.
         33-73312)).

  5.1    Opinion of Robert B. McIntosh.

 10.1    Rock-Tenn Company 2000 Incentive Stock Plan (incorporated by reference
         to Exhibit 13 in Dan River's Definitive Proxy Statement filed on
         December 18, 2000).

 10.2    Rock-Tenn Company 1993 Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.3 to Rock-Tenn Company's Registration Statement
         on Form S-1 (File No. 33-73312).

 10.3    Amendment Number One to the Rock-Tenn Company 1993 Stock Purchase Plan.

 23.1    Consent of Ernst & Young LLP.

 23.2    Consent of Robert B. McIntosh (included as part of Exhibit 5.1).