<PAGE>

    As filed with the Securities and Exchange Commission on March 30, 2001
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          the Securities Act of 1933

                          __________________________


                      SMURFIT-STONE CONTAINER CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                                       43-1531401
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

         150 North Michigan Avenue                               60601
             Chicago, Illinois                                (Zip Code)
 (Address of Principal Executive Offices)

                  St. Laurent Paperboard Hourly Savings Plan
                           (Full Title of the Plan)

                                 Craig A. Hunt
                 Vice President, General Counsel and Secretary
                           150 North Michigan Avenue
                           Chicago, Illinois 60601
                    (Name and Address of Agent for Service)

                                (312) 346-6600
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copy to:

                                Steven J. Gavin
                               Winston & Strawn
                             35 West Wacker Drive
                            Chicago, Illinois 60601
                                (312) 558-5600

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of securities   Amount to be registered (1)  Proposed maximum offering  Proposed maximum aggregate  Amount of registration
     to be registered                                     price per unit (2)          offering price (2)                fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>                        <C>                         <C>
Common stock, par value        200,000 shares                  $13.00                   $2,600,000.00                 $650.00
$0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "1933 Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) and (c) under the 1933 Act on the basis of the
     average of the high and low prices reported for shares of Common Stock of
     the Registrant on the Nasdaq National Market on March 23, 2001.
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Smurfit-Stone Container Corporation, a Delaware corporation (the
"Registrant"), shall deliver the document containing the information in Part I
of this Registration Statement on Form S-8 to each participant in the St.
Laurent Paperboard Hourly Savings Plan (the "Plan") as specified by Rule
428(b)(1) of the 1933 Act. Such document is not being filed with or included in
this Registration Statement (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Such document and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

         (2) The Registrant's Current Reports on Form 8-K dated March 14, 2001,
January 19, 2001 and January 17, 2001; and

         (3) The description of the Registrant's common stock, $0.01 par value
("Common Stock"), contained in the Registrant's Registration Statement on
Form 8-A (File No. 0-23876) filed under the 1934 Act, including any amendment
thereto or report filed for the purpose of updating such description.

         All documents subsequently filed with the Commission by the Registrant
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Exculpation. Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith
<PAGE>

or which involve intentional misconduct or a knowing violation of law, for the
payment of unlawful dividends or unlawful stock repurchases, or for any
transaction from which the director derived an improper personal benefit.

         The Restated Certificate of Incorporation of the Registrant
incorporates the exculpation provisions permitted by Section 102(b)(7) of the
Delaware Law described above.

         Indemnification. Section 145 of the Delaware Law permits a corporation
to indemnify any of its directors, officers, employees or agents who was or is a
party, or is threatened to be made a party, to any third party proceeding by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, for expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful. In a derivative action, i.e., one by or in the right of a
corporation, the corporation is permitted to indemnify directors, officers,
employees or agents against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with the defense or settlement of an
action or suit if they acted in good faith and in a manner that they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

         The Restated Bylaws of the Registrant make mandatory the
indemnification permitted by Section 145 of the Delaware Law described above.

         Insurance. The directors and officers of the Registrant are insured
under a policy of directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     The following documents are filed as exhibits to this Registration
Statement:

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

     4.1            Restated Certificate of Incorporation of the Registrant.
                    (Incorporated herein by reference to Exhibit 3(a) to the
                    Registrant's Registration Statement on Form S-4 (File No.
                    333-65431)).

     4.2            Restated Bylaws of the Registrant. (Incorporated herein by
                    reference to Exhibit 3(b) to the Registrant's Registration
                    Statement on Form S-4 (File No. 333-65431)).

     4.3            Certificate for the Registrant's Common Stock. (Incorporated
                    herein by reference to Exhibit 4.3 to the Registrant's
                    Registration Statement on Form S-8 (File No. 33-57085)) .

     4.4            Form of Certificate of Designation establishing the terms of
                    the Registrant's Series A Preferred Stock. (Incorporated
                    herein by reference to Exhibit 4.2 to the Registrant's
                    Registration Statement on Form S-4 (File No. 333-43656)).

     4.5            Certificate for the Registrant's Series A Preferred Stock.
                    (Incorporated herein by reference to Exhibit 4.2 to the
                    Registrant's Registration Statement on Form S-4 (File No.
                    333-43656)).

     5.1            IRS Determination Letter that the St. Laurent Paperboard
                    Hourly Savings Plan (formerly known as the Chesapeake Paper
                    Products Company 401(k) Savings Plan for Hourly Employees)
                    is qualified under Section 401 of the Internal Revenue Code.

     23.1           Consent of Ernst & Young.

                                       2
<PAGE>

     24.1           Powers of attorney (included on the signature page of this
                    Registration Statement).

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (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
     1933 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% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in this
     registration statement; and

          (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
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 1934
Act that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the 1933 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 Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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 1933 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                       3
<PAGE>

                                  SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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 Chicago, the State of Illinois, on March 30,
2001.

                            SMURFIT-STONE CONTAINER CORPORATION

                            By: /s/ Patrick J. Moore
                               -----------------------------------------------
                                Name:  Patrick J. Moore
                                Title: Vice President and Chief Financial
                                       Officer


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick J. Moore and Craig A. Hunt, and
each or either of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Smurfit-Stone Container
Corporation to comply with the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the registration
statement on Form S-8 under the Securities Act of 1933, including specifically,
but without limitation, power and authority to sign the name of the undersigned
to any amendments to such registration statement (including post-effective
amendments) and additional registration statements filed in accordance with
General Instruction E to Form S-8 to register additional securities, and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each or either of them, full power and authority to do and to 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 the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each or either 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                 Signature                                        Title                                 Date
------------------------------------------          ----------------------------------      ------------------------------
<S>                                                 <C>                                     <C>
/s/ Michael W. J. Smurfit                           Chairman of the Board                   March 30, 2001
-------------------------------------------         and Director
Michael W. J. Smurfit

/s/ Ray M. Curran                                   President and Chief Executive           March 30, 2001
-------------------------------------------         Officer and Director (Principal
Ray M. Curran                                       Executive Officer)

/s/ Patrick J. Moore                                Vice President and Chief Financial      March 30, 2001
-------------------------------------------         Officer (Principal Financial
Patrick J. Moore                                    Officer)
</TABLE>
<PAGE>

<TABLE>
<S>                                              <C>                                        <C>
/s/ Paul K. Kaufmann                             Vice President and Corporate               March 30, 2001
-------------------------------------------      Controller (Principal Accounting
Paul K. Kaufmann                                 Officer)

/s/ Richard A. Giesen                            Director                                   March 30, 2001
-------------------------------------------
Richard A. Giesen

/s/ Alan E. Goldberg                             Director                                   March 30, 2001
-------------------------------------------
Alan E. Goldberg

/s/ Howard E. Kilroy                             Director                                   March 30, 2001
-------------------------------------------
Howard E. Kilroy

/s/ James J. O'Connor                            Director                                   March 30, 2001
-------------------------------------------
James J. O'Connor

/s/ Jerry K. Pearlman                            Director                                   March 30, 2001
-------------------------------------------
Jerry K. Pearlman

/s/ Thomas A. Reynolds, III                      Director                                   March 30, 2001
-------------------------------------------
Thomas A. Reynolds, III

/s/ Anthony P. J. Smurfit                        Director                                   March 30, 2001
-------------------------------------------
Anthony P. J. Smurfit

/s/ Dermot F. Smurfit                            Director                                   March 30, 2001
-------------------------------------------
Dermot F. Smurfit
</TABLE>
<PAGE>

          The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrator of the St. Laurent Paperboard Hourly Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clayton, State of
Missouri, on March 30, 2001.


                            ST. LAURENT PAPERBOARD HOURLY SAVINGS PLAN

                            By:  Administrative Committee of
                                 Smurfit-Stone Container Corporation
                                 Retirement Plans, as Administrator

                                 By: /s/ Paul K. Kaufmann
                                    -------------------------------------
                                 Name:  Paul K. Kaufmann
                                 Title: Member
<PAGE>

                               INDEX TO EXHIBITS

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

4.1            Restated Certificate of Incorporation of the Registrant.
               (Incorporated herein by reference to Exhibit 3(a) to the
               Registrant's Registration Statement on Form S-4 (File No. 333-
               65431)).

4.2            Restated Bylaws of the Registrant. (Incorporated herein by
               reference to Exhibit 3(b) to the Registrant's Registration
               Statement on Form S-4 (File No. 333-65431)).

4.3            Certificate for the Registrant's Common Stock. (Incorporated
               herein by reference to Exhibit 4.3 to the Registrant's
               Registration Statement on Form S-8 (File No. 33-57085)).

4.4            Form of Certificate of Designation establishing the terms of the
               Registrant's Series A Preferred Stock. (Incorporated herein by
               reference to Exhibit 4.2 to the Registrant's Registration
               Statement on Form S-4 (File No. 333-43656)).

4.5            Certificate for the Registrant's Series A Preferred Stock.
               (Incorporated herein by reference to Exhibit 4.2 to the
               Registrant's Registration Statement on Form S-4 (File No. 333-
               43656)).

5.1            IRS Determination Letter that the St. Laurent Paperboard Hourly
               Savings Plan (formerly known as the Chesapeake Paper Products
               Company 401(k) Savings Plan for Hourly Employees) is qualified
               under Section 401 of the Internal Revenue Code.

23.1           Consent of Ernst & Young.

24.1           Powers of attorney (included on the signature page of this
               Registration Statement).
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{"company-data": {"conformed-name": "SMURFIT STONE CONTAINER CORP", "cik": "0000919226", "assigned-sic": "2631", "irs-number": "431531401", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58018", "film-number": "1587902"}, "business-address": {"street1": "150 NORTH MICHIGAN AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3123466600"}, "mail-address": {"street1": "150 NORTH MICHIGAN AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": [{"former-conformed-name": "JEFFERSON SMURFIT CORP /DE/", "date-changed": "19941205"}, {"former-conformed-name": "JEFFERSON SMURFIT CORP   /DE/", "date-changed": "19940523"}, {"former-conformed-name": "SIBV MS HOLDINGS INC", "date-changed": "19940222"}]}
As filed with the Securities and Exchange Commission on March 30, 2001
                                                           Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          the Securities Act of 1933

                          __________________________

                      SMURFIT-STONE CONTAINER CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                                       43-1531401
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

         150 North Michigan Avenue                               60601
             Chicago, Illinois                                (Zip Code)
 (Address of Principal Executive Offices)

                  St. Laurent Paperboard Hourly Savings Plan
                           (Full Title of the Plan)

                                 Craig A. Hunt
                 Vice President, General Counsel and Secretary
                           150 North Michigan Avenue
                           Chicago, Illinois 60601
                    (Name and Address of Agent for Service)

                                (312) 346-6600
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copy to:

                                Steven J. Gavin
                               Winston & Strawn
                             35 West Wacker Drive
                            Chicago, Illinois 60601
                                (312) 558-5600
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of securities   Amount to be registered (1)  Proposed maximum offering  Proposed maximum aggregate  Amount of registration
     to be registered                                     price per unit (2)          offering price (2)                fee
------------------------------------------------------------------------------------------------------------------------------------
Common stock, par value        200,000 shares                  $13.00                   $2,600,000.00                 $650.00
$0.01 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "1933 Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) and (c) under the 1933 Act on the basis of the
     average of the high and low prices reported for shares of Common Stock of
     the Registrant on the Nasdaq National Market on March 23, 2001.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Smurfit-Stone Container Corporation, a Delaware corporation (the
"Registrant"), shall deliver the document containing the information in Part I
of this Registration Statement on Form S-8 to each participant in the St.
Laurent Paperboard Hourly Savings Plan (the "Plan") as specified by Rule
428(b)(1) of the 1933 Act. Such document is not being filed with or included in
this Registration Statement (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Such document and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed with the Commission by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;

         (2) The Registrant's Current Reports on Form 8-K dated March 14, 2001,
January 19, 2001 and January 17, 2001; and

         (3) The description of the Registrant's common stock, $0.01 par value
("Common Stock"), contained in the Registrant's Registration Statement on
Form 8-A (File No. 0-23876) filed under the 1934 Act, including any amendment
thereto or report filed for the purpose of updating such description.

         All documents subsequently filed with the Commission by the Registrant
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Exculpation. Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, for the
payment of unlawful dividends or unlawful stock repurchases, or for any
transaction from which the director derived an improper personal benefit.

         The Restated Certificate of Incorporation of the Registrant
incorporates the exculpation provisions permitted by Section 102(b)(7) of the
Delaware Law described above.

         Indemnification. Section 145 of the Delaware Law permits a corporation
to indemnify any of its directors, officers, employees or agents who was or is a
party, or is threatened to be made a party, to any third party proceeding by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, for expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful. In a derivative action, i.e., one by or in the right of a
corporation, the corporation is permitted to indemnify directors, officers,
employees or agents against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with the defense or settlement of an
action or suit if they acted in good faith and in a manner that they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

         The Restated Bylaws of the Registrant make mandatory the
indemnification permitted by Section 145 of the Delaware Law described above.

         Insurance. The directors and officers of the Registrant are insured
under a policy of directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     The following documents are filed as exhibits to this Registration
Statement:

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

     4.1            Restated Certificate of Incorporation of the Registrant.
                    (Incorporated herein by reference to Exhibit 3(a) to the
                    Registrant's Registration Statement on Form S-4 (File No.
                    333-65431)).

     4.2            Restated Bylaws of the Registrant. (Incorporated herein by
                    reference to Exhibit 3(b) to the Registrant's Registration
                    Statement on Form S-4 (File No. 333-65431)).

     4.3            Certificate for the Registrant's Common Stock. (Incorporated
                    herein by reference to Exhibit 4.3 to the Registrant's
                    Registration Statement on Form S-8 (File No. 33-57085)) .

     4.4            Form of Certificate of Designation establishing the terms of
                    the Registrant's Series A Preferred Stock. (Incorporated
                    herein by reference to Exhibit 4.2 to the Registrant's
                    Registration Statement on Form S-4 (File No. 333-43656)).

     4.5            Certificate for the Registrant's Series A Preferred Stock.
                    (Incorporated herein by reference to Exhibit 4.2 to the
                    Registrant's Registration Statement on Form S-4 (File No.
                    333-43656)).

     5.1            IRS Determination Letter that the St. Laurent Paperboard
                    Hourly Savings Plan (formerly known as the Chesapeake Paper
                    Products Company 401(k) Savings Plan for Hourly Employees)
                    is qualified under Section 401 of the Internal Revenue Code.

     23.1           Consent of Ernst & Young.

                                       2
24.1           Powers of attorney (included on the signature page of this
                    Registration Statement).

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (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
     1933 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% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in this
     registration statement; and

          (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
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 1934
Act that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the 1933 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 Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 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 1933 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                       3
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, 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 Chicago, the State of Illinois, on March 30,
2001.

                            SMURFIT-STONE CONTAINER CORPORATION

                            By: /s/ Patrick J. Moore
                               -----------------------------------------------
                                Name:  Patrick J. Moore
                                Title: Vice President and Chief Financial
                                       Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick J. Moore and Craig A. Hunt, and
each or either of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Smurfit-Stone Container
Corporation to comply with the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the registration
statement on Form S-8 under the Securities Act of 1933, including specifically,
but without limitation, power and authority to sign the name of the undersigned
to any amendments to such registration statement (including post-effective
amendments) and additional registration statements filed in accordance with
General Instruction E to Form S-8 to register additional securities, and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each or either of them, full power and authority to do and to 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 the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each or either 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                        Title                                 Date
------------------------------------------          ----------------------------------      ------------------------------
/s/ Michael W. J. Smurfit                           Chairman of the Board                   March 30, 2001
-------------------------------------------         and Director
Michael W. J. Smurfit

/s/ Ray M. Curran                                   President and Chief Executive           March 30, 2001
-------------------------------------------         Officer and Director (Principal
Ray M. Curran                                       Executive Officer)

/s/ Patrick J. Moore                                Vice President and Chief Financial      March 30, 2001
-------------------------------------------         Officer (Principal Financial
Patrick J. Moore                                    Officer)
/s/ Paul K. Kaufmann                             Vice President and Corporate               March 30, 2001
-------------------------------------------      Controller (Principal Accounting
Paul K. Kaufmann                                 Officer)

/s/ Richard A. Giesen                            Director                                   March 30, 2001
-------------------------------------------
Richard A. Giesen

/s/ Alan E. Goldberg                             Director                                   March 30, 2001
-------------------------------------------
Alan E. Goldberg

/s/ Howard E. Kilroy                             Director                                   March 30, 2001
-------------------------------------------
Howard E. Kilroy

/s/ James J. O'Connor                            Director                                   March 30, 2001
-------------------------------------------
James J. O'Connor

/s/ Jerry K. Pearlman                            Director                                   March 30, 2001
-------------------------------------------
Jerry K. Pearlman

/s/ Thomas A. Reynolds, III                      Director                                   March 30, 2001
-------------------------------------------
Thomas A. Reynolds, III

/s/ Anthony P. J. Smurfit                        Director                                   March 30, 2001
-------------------------------------------
Anthony P. J. Smurfit

/s/ Dermot F. Smurfit                            Director                                   March 30, 2001
-------------------------------------------
Dermot F. Smurfit
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrator of the St. Laurent Paperboard Hourly Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clayton, State of
Missouri, on March 30, 2001.

                            ST. LAURENT PAPERBOARD HOURLY SAVINGS PLAN

                            By:  Administrative Committee of
                                 Smurfit-Stone Container Corporation
                                 Retirement Plans, as Administrator

                                 By: /s/ Paul K. Kaufmann
                                    -------------------------------------
                                 Name:  Paul K. Kaufmann
                                 Title: Member
INDEX TO EXHIBITS

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

4.1            Restated Certificate of Incorporation of the Registrant.
               (Incorporated herein by reference to Exhibit 3(a) to the
               Registrant's Registration Statement on Form S-4 (File No. 333-
               65431)).

4.2            Restated Bylaws of the Registrant. (Incorporated herein by
               reference to Exhibit 3(b) to the Registrant's Registration
               Statement on Form S-4 (File No. 333-65431)).

4.3            Certificate for the Registrant's Common Stock. (Incorporated
               herein by reference to Exhibit 4.3 to the Registrant's
               Registration Statement on Form S-8 (File No. 33-57085)).

4.4            Form of Certificate of Designation establishing the terms of the
               Registrant's Series A Preferred Stock. (Incorporated herein by
               reference to Exhibit 4.2 to the Registrant's Registration
               Statement on Form S-4 (File No. 333-43656)).

4.5            Certificate for the Registrant's Series A Preferred Stock.
               (Incorporated herein by reference to Exhibit 4.2 to the
               Registrant's Registration Statement on Form S-4 (File No. 333-
               43656)).

5.1            IRS Determination Letter that the St. Laurent Paperboard Hourly
               Savings Plan (formerly known as the Chesapeake Paper Products
               Company 401(k) Savings Plan for Hourly Employees) is qualified
               under Section 401 of the Internal Revenue Code.

23.1           Consent of Ernst & Young.

24.1           Powers of attorney (included on the signature page of this
               Registration Statement).