<PAGE>
As filed with the Securities and Exchange Commission on November 7, 1997

                                  Registration No. 33-          


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549



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



                  GAYLORD CONTAINER CORPORATION                  
      (Exact name of registrant as specified in its charter)

                             Delaware                          36-3472452 
                 (State or other jurisdiction of            (I.R.S. Empoyer
                  incorporation or organization)         Identification Number)

                  500 Lake Cook Road, Suite 400                   60015
                       Deerfield, Illinois                     (Zip Code)
             (Address of Principal Executive Offices)                      


                 GAYLORD CONTAINER CORPORATION
              1997 LONG-TERM EQUITY INCENTIVE PLAN
                     (Full title of the plan)

                                 
                         Daniel P. Casey
                  500 Lake Cook Road, Suite 400
                    Deerfield, Illinois  60015
             (Name and address of agent for service)

                          (847) 405-5500
  (Telephone number, including area code, of agent for service)

                             Copy to:
                     William S. Kirsch, Esq.
                         Kirkland & Ellis
                     200 East Randolph Drive
                      Chicago, Illinois 60601
                          (312) 861-2000

                 CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                 <C>             <C>                            <C>
 _______________________________________________________________________________________________________
|                   |                |                              |  Proposed maximum  |    Amount    |
|Title of securities|   Amount to be |       Proposed maximum       | aggregate offering | registration | 
| to be registered  |    registered  |  offering price per share (1)|     price (1)      |    fee (1)   |
|_______________________________________________________________________________________________________|
|  Class A Common   |                |                              |                    |              |
| Stock, par value  |                |                              |                    |              |
| $.0001 per share  |2,000,000 shares|           $6.8125            |     $13,625,000    |     $4,129   |   
|_______________________________________________________________________________________________________|

</TABLE>

(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating 
     the aggregate offering price and the amount of the registration fee based
     upon  the average of the high and low prices reported for the shares on 
     the American Stock Exchange on November 5, 1997.


<PAGE>
                               PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     The documents containing information specified in Part I (plan information
and registrant information) will be sent or given to each director, officer and
key employee of Gaylord Container Corporation (the "Company" or the 
"Registrant") selected to participate in the Gaylord Container Corporation 1997
Long-Term Equity Incentive Plan (the "Plan") as specified by Rule 428(b)(1) 
under the Securities Act of 1933, as amended (the "Securities Act").  Such 
documents need not be filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as prospectuses 
or prospectus supplements pursuant to Rule 424 under the Securities Act.  These
documents and the documents incorporated by reference in 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 Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other 
documents required to be delivered to eligible employees pursuant to Rule 
428(b) or additional information about the Plan are available without charge by
contacting:

                    Gaylord Container Corporation
                    Secretary
                    500 Lake Cook Road, Suite 400
                    Deerfield, Illinois  60015
                    Telephone Number:  (847) 405-5500


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following documents filed by the Registrant with the Commission are
incorporated in and made a part of this Registration Statement by reference, as
of their respective dates:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
          periods ended December 31, 1996, March 31, 1997 and June 30, 1997.

     (c)  The Company's Current Report on Form 8-K dated June 6, 1997 and
          filed June 19, 1997.

     (d)  The description of the Registrant's common stock under the caption
          "DESCRIPTION OF CAPITAL STOCK - Common Stock" contained in
          Registrant's Registration Statement on Form S-1 (File No. 33-17898),
          that was filed with the Commission on October 13, 1987 pursuant to
          the Securities Act, including any amendments or reports filed for
          the purpose of updating such description.

     All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement prior to the filing of a post-effective


                                          2
<PAGE>

amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein (or in any other subsequently filed document which also is 
incorporated or deemed to be incorporated by reference 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.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
     
     The Company is  incorporated under the laws of the State of Delaware. 
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, 
or are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include 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, 
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, with respect 
to any criminal action or proceeding, had no reasonable cause to believe that 
his conduct was illegal.  A Delaware corporation may indemnify any persons who
are, or are threatened to be made, a party to any threatened, pending or 
completed action or suit by or in the right of the corporation by reason of the
fact that such person was a director, officer, employee or agent of such 
corporation, or is or was serving at the request of such corporation as a 
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorney's fees) actually and 
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation.  Where 
an officer or director is successful on the merits or otherwise in the defense 
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.

     Article IX of the Certificate of Incorporation, as amended and restated,
of the Company provides that no director of the corporation shall be liable to
the corporation or its stockholders for monetary damages arising from a breach
of fiduciary duty owed to the corporation or its stockholders to the fullest
extent permitted by the Delaware General Corporation Law.  

     Article IX of the Certificate of Incorporation, as amended and restated, 
further provides that the Company shall indemnify and hold harmless, to the
fullest extent authorized by the Delaware General Corporation Law, each person
who was or is made a party or is threatened to be made a party to or is 
otherwise involved (including involvement as a witness) in any action, suit or 
proceeding, whether civil, criminal, administrative or investigative by reason 
of the fact that he or she is or was a director or officer of the corporation, 
is or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation or of a partnership, joint venture, 
trust or other enterprise, including service with respect to an employee 
benefit plan, whether the basis of such proceeding is alleged action in an 


                                         3
<PAGE>
official capacity as a director or officer or in any other capacity while 
serving as a director or officer, against all expense, liability and loss 
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties 
and amounts paid in settlement) reasonably incurred or suffered by such 
indemnitee in connection therewith and such indemnification shall continue as 
to an indemnitee who has ceased to be a director, officer, employee or agent 
and shall inure to the benefit of the indemnitee's heirs, executors and 
administrators; provided, however, that, except as provided below with respect
to proceedings to enforce rights to indemnification, the corporation shall 
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was 
authorized by the Board of Directors.  The right to indemnification is a 
contract right and includes the right to be paid by the corporation the 
expenses incurred in defending any such proceeding in advance of its final 
disposition (advancement of expenses); provided, however, that, if and to the 
extent that the Delaware General Corporation Law requires, an advancement of 
expenses incurred by an indemnitee in his or her capacity as a director or 
officer (and not in any other capacity in which service was or is rendered by 
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall 
ultimately be determined by final judicial decision from which there is no 
further right to appeal than such indemnitee is not entitled to be indemnified
for such expenses.

     Article IX of the Certificate of Incorporation, as amended and restated,
further provides that any person serving as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise, at
least 50% of whose equity interests are owned by the corporation, shall be
conclusively presumed to be serving in such capacity at the request of the
Company and, hence, subject to indemnification by the Company.

     Article IX of the Certificate of Incorporation, as amended and restated,
further provides that persons who after the date of the adoption of Article IX
become or remain directors or officers of the corporation or who, while a
director or officer of the corporation, become or remain a director, officer,
employee or agent of a subsidiary, shall be conclusively presumed to have 
relied on the rights to indemnity, advancement of expenses and other rights 
contained in Article IX in entering into or continuing such service.  The 
rights to indemnification and to the advancement of expenses conferred in 
Article IX shall apply to claims made against a indemnitee arising out of acts 
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.   The rights to indemnification and to the advancement of expenses 
conferred in Article IX shall not be exclusive of any other right which any 
person may have or hereafter acquire under the Amended and Restated Certificate
of Incorporation or under any statute, bylaw, agreement, vote of stockholders 
or disinterested directors or otherwise.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, arising out of his status as such, whether or not the 
corporation would otherwise have the power to indemnify him under Section 145.

     Article IX of the Certificate of Incorporation, as amended and restated,
further provides that the corporation may maintain insurance, at its own 
expense, to protect itself, any director, officer, employee or agent of the 
corporation or another corporation, partnership, joint venture, trust or other 
enterprise against any expense, liability or loss, whether or not the 
corporation would have the power to indemnify such person against such 
expenses, liability or loss under the Delaware General Corporation Law.  

     All of the directors and officers of the Company are covered by insurance
policies maintained and held in effect by such corporation against certain
liabilities for actions taken in such capacities, including liabilities under 
the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


                                         4
<PAGE>

Item 8.  Exhibits.

     The Exhibits to this Registration Statement are listed in the Exhibit 
Index of this Registration Statement, which Exhibit Index is incorporated 
herein by reference.

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 Securities Act of 1933.

               (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 a 20% change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement.

               (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) of this item 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 this 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 the 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 herein, 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 of 1933 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 

                                         5
<PAGE>
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 directors, 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.

                                        6

<PAGE>
                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Corporation 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 Deerfield, State of Illinois, on November 6,
1997.

                                   GAYLORD CONTAINER CORPORATION

                                   By:   /s/  Marvin A. Pomerantz
                                        ------------------------------------
                                        Marvin A. Pomerantz
                                        Chairman and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated


         Signature                     Capacity                     Date
---------------------------   ----------------------------    ----------------

/s/  Marvin A. Pomerantz      Chairman, Chief Executive       November 6, 1997
---------------------------   Officer and Director
     Marvin A. Pomerantz      (Prinicpal Executive Officer



/s/  Daniel P. Casey          Executive Vice President        November 6, 1997
---------------------------   (Principal Financial Officer
     Daniel P. Casey


/s/  Jeffrey B. Park          Vice-President Corporate        November 6, 1997  
---------------------------   Controller (Principal   
     Jeffrey B. Park          Accounting Officer)


           *
---------------------------
     Mary Sue Coleman         Director                        November 6, 1997


           *
---------------------------
     Harve A. Ferrill         Director                        November 6, 1997


           *
---------------------------
     John E. Goodenow         Director                        November 6, 1997


           *
---------------------------
     David B. Hawkins         Director                        November 6, 1997


           *
---------------------------
     John Hawkinson           Director                        November 6, 1997


           *
---------------------------
     Warren J. Hayford        Director                        November 6, 1997


           *
---------------------------
     Charles S. Johnson       Director                        November 6, 1997


           *
---------------------------
     Richard S. Levitt        Director                        November 6, 1997


           *
---------------------------
     Ralph L. MacDonald Jr.   Director                        November 6, 1997


                                         7
<PAGE>

           *
---------------------------
     Thomas H. Stoner         Director                        November 6, 1997





* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on Form S-8 on behalf of the above named officers and
directors of the Company pursuant to the Power of Attorney executed by such
officers and directors and filed with the Securities and Exchange Commission.


/s/ Daniel P. Casey                     
---------------------------
    Daniel P. Casey
    Attorney-in-fact

                                         8

<PAGE>
                          EXHIBIT INDEX



Exhibit                                                            Sequentially
Number                     Description of Document                 Numbered Page
-------  --------------------------------------------------------  -------------

  4.1    Amended and Restated Certificate of Incorporation of
         the Company, as of July 27, 1995, incorporated by
         reference to Exhibit 3.1 of the Company's Quarterly
         Report on Form 10-Q (No. 1-9915) for the quarter
         ended June 30, 1995 filed under the Securities
         Exchange Act of 1934, as amended (the June 30, 1995
         Form 10-Q)

  4.2    Amended and Restated Bylaws of the Company, as
         amended, incorporated by reference to Exhibit 3.1 of
         the Company's Current Report on Form 8-K filed on
         July 5, 1995 under the Securities Act of 1934, as
         amended (the July 5, 1995 Form 8-K)

  4.3    Specimen Certificate for the Class A Common Stock,
         par value $.0001 per share, of the Company,
         incorporated by reference to Exhibit 4.5 of the
         Company's Current Report on Form 8-K filed on
         October 30, 1992 under the Securities Exchange Act
         of 1934, as amended (October 30, 1992 Form 8-K)

  4.4    Gaylord Container Corporation 1997 Long-Term Equity
         Incentive Plan, incorporated by reference to Exhibit
         A to the Definitive Proxy Statement filed December
         24, 1996

  5.1  Opinion of Kirkland & Ellis

 23.1  Consent of Deloitte & Touche LLP

 23.2  Consent of Kirkland & Ellis (included in Exhibit 5.1)

 24.1  Power of Attorney



                                         9
<PAGE>
                                                                  Exhibit 5.1
                                                                  -----------
                 [Kirkland & Ellis Letterhead]
     
     To Call Writer Direct:
     312 861-2000



                         November 7, 1997

Gaylord Container Corporation
500 Lake Cook Road, Suite 400
Deerfield, Illinois  60015

          Re:  Gaylord Container Corporation
               Registration Statement on Form S-8
               ----------------------------------

Ladies and Gentlemen:

          We have acted as special counsel to Gaylord Container Corporation 
(the "Company") in connection with the proposed registration by the Company of 
up to 2,000,000 shares of the Company's Class A Common Stock, par value $.0001 
per share (the "Class A Common Stock"), which are issuable upon exercise of 
stock options granted under the Gaylord Container Corporation 1997 Long-Term 
Equity Incentive Plan (the "Incentive Plan"), pursuant to a Registration 
Statement on Form S-8 filed with the Securities and Exchange Commission (the 
"Commission") under the Securities Act of 1933, as amended (the "Act") (such 
Registration Statement, as amended or supplemented, is hereinafter referred
to as the "Registration Statement").

          The opinions contained in this letter (herein called "our opinions") 
are based exclusively upon the General Corporation Law of the State of 
Delaware, as now constituted.  We express no opinion as to the applicability 
of, compliance with, or effect of any other law or governmental requirement 
with respect to the Company.  For purposes of our opinions we have assumed 
without independent investigation that factual information supplied to us for 
purposes of our opinions is complete and accurate.

          Based upon and subject to the foregoing, we hereby advise you that 
in our opinion:

          1.   The Company is a corporation existing and in good standing 
     under the laws of the State of Delaware.

          2.   Each share of Class A Common Stock registered under the 
     Registration Statement and issuable under the Incentive Plan when issued 
     as authorized by the Company upon payment of the consideration to be paid 
     therefor (in an amount at least equal to the par value of the related 
     shares), will be validly issued, fully paid and non-assessable:
<PAGE>

          For purposes of this letter we have relied without any independent 
verification upon (i) information contained in one or more certificates 
provided by the Delaware Secretary of State and (ii) factual information 
supplied to us by the Company.  We have assumed without investigation that 
there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this
letter and that the information upon which we have relied is accurate and does 
not omit disclosures necessary to prevent such information from being 
misleading.  For purposes of each opinion in paragraph 1, we have relied 
exclusively upon a certificate issued by the Delaware Secretary of State, and 
such opinion is not intended to provide any conclusion or assurance beyond that
conveyed by that certificate.

          We hereby consent to the filing of this opinion with the Commission 
as Exhibit 5.1 to the Registration Statement.  We also consent to the reference
to our firm under the heading "Legal Matters" in the Registration Statement. 
In giving this consent, we do not thereby admit that we are in the category of 
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

          We do not find it necessary for the purposes of this opinion, and 
accordingly we do not purport to cover herein, the application of the 
securities or "Blue Sky" laws of the various states to the issuance and sale of
each share of Class A Common Stock registered under the Registration Statement.

          This opinion is limited to the specific issues addressed herein, and 
no opinion may be inferred or implied beyond that expressly stated herein.  
We assume no obligation to revise or supplement this opinion should the present
laws of the State of Delaware be changed by legislative action, judicial 
decision or otherwise.

                              Sincerely,

                              /s/ Kirkland & Ellis
                              --------------------
                              Kirkland & Ellis

<PAGE>
                                                                  Exhibit 23.1
                                                                  ------------


                  INDEPENDENT AUDITORS' CONSENT


          We consent to the incorporation by reference in this Registration
Statement of Gaylord Container Corporation on Form S-8 of our report dated 
November 4, 1996, included in the Annual Report on Form 10-K of Gaylord 
Container Corporation for the year ended September 30, 1996.


/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP



Chicago, Illinois
November 6, 1997
<PAGE>
                                                                  Exhibit 24.1
                                                                  ------------


                        Power of Attorney


Each of the undersigned, being a director or officer, or both, of 
GAYLORD CONTAINER CORPORATION, a Delaware corporation (the "Corporation"), 
does hereby constitute and appoint each of Marvin A. Pomerantz and Daniel
P. Casey as his true and lawful attorney-in-fact and agent, with full power of 
substitution and resubstitution, for him and in his name, place and stead, in 
any and all capacities, to sign the Registration Statement on Form S-8 for the
Corporation's 1997 Long-Term Equity Incentive Plan and to file same, together 
with all exhibits thereto and other attachments and documents in connection 
therewith, with the Securities and Exchange Commission, the American Stock
Exchange and any other regulatory authority, and to sign, file or deliver such 
further documents and to take such further actions in connection therewith as 
each of the undersigned might or could do in person and as each such attorney 
and agent deems necessary or desirable; and each of the undersigned does hereby
fully ratify and confirm all that said attorneys and agents, or any of them, 
or the substiute of any of them, shall do or cause to be done by virtue hereof.


Signature                               Title
-------------------------------         --------------------------------------

/s/ Marvin A. Pomerantz
_______________________________         Chairman, Chief Executive Officer
    Marvin A. Pomerantz                 and Director

/s/ Daniel P. Casey
_______________________________         Executive Vice President
    Daniel P. Casey                     (Principal Financial Officer)

/s/ Jeffrey B. Park
_______________________________         Vice President-Corporate Controller
    Jeffrey B. Park                     (Principal Accounting Officer)

/s/ Mary Sue Coleman
_______________________________         Director
    Mary Sue Coleman

/s/ Harve A. Ferrill
_______________________________         Director
    Harve A. Ferrill

/s/ John E. Goodenow
_______________________________         Director
    John E. Goodenow

/s/ David B. Hawkins
_______________________________         Director
    David B. Hawkins

/s/ John Hawkinson
_______________________________         Director
    John Hawkinson

/s/ Warren J. Hayford
_______________________________         Director
    Warren J. Hayford

/s/ Charles S. Johnson
_______________________________         Director
    Charles S. Johnson

/s/ Richard S. Levitt
_______________________________         Director
    Richard S. Levitt

/s/ Ralph L, MacDonald, Jr.
_______________________________         Director
    Ralph L. MacDonald, Jr.

/s/ Thomas H. Stoner
_______________________________         Director
    Thomas H. Stoner

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33657}]
{"company-data": {"conformed-name": "GAYLORD CONTAINER CORP /DE/", "cik": "0000812700", "assigned-sic": "2631", "irs-number": "363472452", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39809", "film-number": "97710638"}, "business-address": {"street1": "500 LAKE COOK RD STE 400", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "7084055500"}, "mail-address": {"street1": "500 LAKE COOK ROADE", "street2": "SUITE 400", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
As filed with the Securities and Exchange Commission on November 7, 1997

                                  Registration No. 33-          

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

                  GAYLORD CONTAINER CORPORATION                  
      (Exact name of registrant as specified in its charter)

                             Delaware                          36-3472452 
                 (State or other jurisdiction of            (I.R.S. Empoyer
                  incorporation or organization)         Identification Number)

                  500 Lake Cook Road, Suite 400                   60015
                       Deerfield, Illinois                     (Zip Code)
             (Address of Principal Executive Offices)                      

                 GAYLORD CONTAINER CORPORATION
              1997 LONG-TERM EQUITY INCENTIVE PLAN
                     (Full title of the plan)

                                 
                         Daniel P. Casey
                  500 Lake Cook Road, Suite 400
                    Deerfield, Illinois  60015
             (Name and address of agent for service)

                          (847) 405-5500
  (Telephone number, including area code, of agent for service)

                             Copy to:
                     William S. Kirsch, Esq.
                         Kirkland & Ellis
                     200 East Randolph Drive
                      Chicago, Illinois 60601
                          (312) 861-2000

                 CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________________________________
|                   |                |                              |  Proposed maximum  |    Amount    |
|Title of securities|   Amount to be |       Proposed maximum       | aggregate offering | registration | 
| to be registered  |    registered  |  offering price per share (1)|     price (1)      |    fee (1)   |
|_______________________________________________________________________________________________________|
|  Class A Common   |                |                              |                    |              |
| Stock, par value  |                |                              |                    |              |
| $.0001 per share  |2,000,000 shares|           $6.8125            |     $13,625,000    |     $4,129   |   
|_______________________________________________________________________________________________________|
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating 
     the aggregate offering price and the amount of the registration fee based
     upon  the average of the high and low prices reported for the shares on 
     the American Stock Exchange on November 5, 1997.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     The documents containing information specified in Part I (plan information
and registrant information) will be sent or given to each director, officer and
key employee of Gaylord Container Corporation (the "Company" or the 
"Registrant") selected to participate in the Gaylord Container Corporation 1997
Long-Term Equity Incentive Plan (the "Plan") as specified by Rule 428(b)(1) 
under the Securities Act of 1933, as amended (the "Securities Act").  Such 
documents need not be filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as prospectuses 
or prospectus supplements pursuant to Rule 424 under the Securities Act.  These
documents and the documents incorporated by reference in 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 Securities Act.

Item 2.   Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other 
documents required to be delivered to eligible employees pursuant to Rule 
428(b) or additional information about the Plan are available without charge by
contacting:

                    Gaylord Container Corporation
                    Secretary
                    500 Lake Cook Road, Suite 400
                    Deerfield, Illinois  60015
                    Telephone Number:  (847) 405-5500

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following documents filed by the Registrant with the Commission are
incorporated in and made a part of this Registration Statement by reference, as
of their respective dates:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
          periods ended December 31, 1996, March 31, 1997 and June 30, 1997.

     (c)  The Company's Current Report on Form 8-K dated June 6, 1997 and
          filed June 19, 1997.

     (d)  The description of the Registrant's common stock under the caption
          "DESCRIPTION OF CAPITAL STOCK - Common Stock" contained in
          Registrant's Registration Statement on Form S-1 (File No. 33-17898),
          that was filed with the Commission on October 13, 1987 pursuant to
          the Securities Act, including any amendments or reports filed for
          the purpose of updating such description.

     All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement prior to the filing of a post-effective

                                          2
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein (or in any other subsequently filed document which also is 
incorporated or deemed to be incorporated by reference 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.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
     
     The Company is  incorporated under the laws of the State of Delaware. 
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, 
or are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include 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, 
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, with respect 
to any criminal action or proceeding, had no reasonable cause to believe that 
his conduct was illegal.  A Delaware corporation may indemnify any persons who
are, or are threatened to be made, a party to any threatened, pending or 
completed action or suit by or in the right of the corporation by reason of the
fact that such person was a director, officer, employee or agent of such 
corporation, or is or was serving at the request of such corporation as a 
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorney's fees) actually and 
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation.  Where 
an officer or director is successful on the merits or otherwise in the defense 
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.

     Article IX of the Certificate of Incorporation, as amended and restated,
of the Company provides that no director of the corporation shall be liable to
the corporation or its stockholders for monetary damages arising from a breach
of fiduciary duty owed to the corporation or its stockholders to the fullest
extent permitted by the Delaware General Corporation Law.  

     Article IX of the Certificate of Incorporation, as amended and restated, 
further provides that the Company shall indemnify and hold harmless, to the
fullest extent authorized by the Delaware General Corporation Law, each person
who was or is made a party or is threatened to be made a party to or is 
otherwise involved (including involvement as a witness) in any action, suit or 
proceeding, whether civil, criminal, administrative or investigative by reason 
of the fact that he or she is or was a director or officer of the corporation, 
is or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation or of a partnership, joint venture, 
trust or other enterprise, including service with respect to an employee 
benefit plan, whether the basis of such proceeding is alleged action in an 

                                         3
official capacity as a director or officer or in any other capacity while 
serving as a director or officer, against all expense, liability and loss 
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties 
and amounts paid in settlement) reasonably incurred or suffered by such 
indemnitee in connection therewith and such indemnification shall continue as 
to an indemnitee who has ceased to be a director, officer, employee or agent 
and shall inure to the benefit of the indemnitee's heirs, executors and 
administrators; provided, however, that, except as provided below with respect
to proceedings to enforce rights to indemnification, the corporation shall 
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was 
authorized by the Board of Directors.  The right to indemnification is a 
contract right and includes the right to be paid by the corporation the 
expenses incurred in defending any such proceeding in advance of its final 
disposition (advancement of expenses); provided, however, that, if and to the 
extent that the Delaware General Corporation Law requires, an advancement of 
expenses incurred by an indemnitee in his or her capacity as a director or 
officer (and not in any other capacity in which service was or is rendered by 
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall 
ultimately be determined by final judicial decision from which there is no 
further right to appeal than such indemnitee is not entitled to be indemnified
for such expenses.

     Article IX of the Certificate of Incorporation, as amended and restated,
further provides that any person serving as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise, at
least 50% of whose equity interests are owned by the corporation, shall be
conclusively presumed to be serving in such capacity at the request of the
Company and, hence, subject to indemnification by the Company.

     Article IX of the Certificate of Incorporation, as amended and restated,
further provides that persons who after the date of the adoption of Article IX
become or remain directors or officers of the corporation or who, while a
director or officer of the corporation, become or remain a director, officer,
employee or agent of a subsidiary, shall be conclusively presumed to have 
relied on the rights to indemnity, advancement of expenses and other rights 
contained in Article IX in entering into or continuing such service.  The 
rights to indemnification and to the advancement of expenses conferred in 
Article IX shall apply to claims made against a indemnitee arising out of acts 
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.   The rights to indemnification and to the advancement of expenses 
conferred in Article IX shall not be exclusive of any other right which any 
person may have or hereafter acquire under the Amended and Restated Certificate
of Incorporation or under any statute, bylaw, agreement, vote of stockholders 
or disinterested directors or otherwise.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, arising out of his status as such, whether or not the 
corporation would otherwise have the power to indemnify him under Section 145.

     Article IX of the Certificate of Incorporation, as amended and restated,
further provides that the corporation may maintain insurance, at its own 
expense, to protect itself, any director, officer, employee or agent of the 
corporation or another corporation, partnership, joint venture, trust or other 
enterprise against any expense, liability or loss, whether or not the 
corporation would have the power to indemnify such person against such 
expenses, liability or loss under the Delaware General Corporation Law.  

     All of the directors and officers of the Company are covered by insurance
policies maintained and held in effect by such corporation against certain
liabilities for actions taken in such capacities, including liabilities under 
the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                         4
Item 8.  Exhibits.

     The Exhibits to this Registration Statement are listed in the Exhibit 
Index of this Registration Statement, which Exhibit Index is incorporated 
herein by reference.

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 Securities Act of 1933.

               (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 a 20% change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement.

               (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) of this item 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 this 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 the 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 herein, 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 of 1933 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 

                                         5
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 directors, 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.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Corporation 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 Deerfield, State of Illinois, on November 6,
1997.

                                   GAYLORD CONTAINER CORPORATION

                                   By:   /s/  Marvin A. Pomerantz
                                        ------------------------------------
                                        Marvin A. Pomerantz
                                        Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated

         Signature                     Capacity                     Date
---------------------------   ----------------------------    ----------------

/s/  Marvin A. Pomerantz      Chairman, Chief Executive       November 6, 1997
---------------------------   Officer and Director
     Marvin A. Pomerantz      (Prinicpal Executive Officer

/s/  Daniel P. Casey          Executive Vice President        November 6, 1997
---------------------------   (Principal Financial Officer
     Daniel P. Casey

/s/  Jeffrey B. Park          Vice-President Corporate        November 6, 1997  
---------------------------   Controller (Principal   
     Jeffrey B. Park          Accounting Officer)

           *
---------------------------
     Mary Sue Coleman         Director                        November 6, 1997

           *
---------------------------
     Harve A. Ferrill         Director                        November 6, 1997

           *
---------------------------
     John E. Goodenow         Director                        November 6, 1997

           *
---------------------------
     David B. Hawkins         Director                        November 6, 1997

           *
---------------------------
     John Hawkinson           Director                        November 6, 1997

           *
---------------------------
     Warren J. Hayford        Director                        November 6, 1997

           *
---------------------------
     Charles S. Johnson       Director                        November 6, 1997

           *
---------------------------
     Richard S. Levitt        Director                        November 6, 1997

           *
---------------------------
     Ralph L. MacDonald Jr.   Director                        November 6, 1997

                                         7
*
---------------------------
     Thomas H. Stoner         Director                        November 6, 1997

* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement on Form S-8 on behalf of the above named officers and
directors of the Company pursuant to the Power of Attorney executed by such
officers and directors and filed with the Securities and Exchange Commission.

/s/ Daniel P. Casey                     
---------------------------
    Daniel P. Casey
    Attorney-in-fact

                                         8
EXHIBIT INDEX

Exhibit                                                            Sequentially
Number                     Description of Document                 Numbered Page
-------  --------------------------------------------------------  -------------

  4.1    Amended and Restated Certificate of Incorporation of
         the Company, as of July 27, 1995, incorporated by
         reference to Exhibit 3.1 of the Company's Quarterly
         Report on Form 10-Q (No. 1-9915) for the quarter
         ended June 30, 1995 filed under the Securities
         Exchange Act of 1934, as amended (the June 30, 1995
         Form 10-Q)

  4.2    Amended and Restated Bylaws of the Company, as
         amended, incorporated by reference to Exhibit 3.1 of
         the Company's Current Report on Form 8-K filed on
         July 5, 1995 under the Securities Act of 1934, as
         amended (the July 5, 1995 Form 8-K)

  4.3    Specimen Certificate for the Class A Common Stock,
         par value $.0001 per share, of the Company,
         incorporated by reference to Exhibit 4.5 of the
         Company's Current Report on Form 8-K filed on
         October 30, 1992 under the Securities Exchange Act
         of 1934, as amended (October 30, 1992 Form 8-K)

  4.4    Gaylord Container Corporation 1997 Long-Term Equity
         Incentive Plan, incorporated by reference to Exhibit
         A to the Definitive Proxy Statement filed December
         24, 1996

  5.1  Opinion of Kirkland & Ellis

 23.1  Consent of Deloitte & Touche LLP

 23.2  Consent of Kirkland & Ellis (included in Exhibit 5.1)

 24.1  Power of Attorney

                                         9
Exhibit 5.1
                                                                  -----------
                 [Kirkland & Ellis Letterhead]
     
     To Call Writer Direct:
     312 861-2000

                         November 7, 1997

Gaylord Container Corporation
500 Lake Cook Road, Suite 400
Deerfield, Illinois  60015

          Re:  Gaylord Container Corporation
               Registration Statement on Form S-8
               ----------------------------------

Ladies and Gentlemen:

          We have acted as special counsel to Gaylord Container Corporation 
(the "Company") in connection with the proposed registration by the Company of 
up to 2,000,000 shares of the Company's Class A Common Stock, par value $.0001 
per share (the "Class A Common Stock"), which are issuable upon exercise of 
stock options granted under the Gaylord Container Corporation 1997 Long-Term 
Equity Incentive Plan (the "Incentive Plan"), pursuant to a Registration 
Statement on Form S-8 filed with the Securities and Exchange Commission (the 
"Commission") under the Securities Act of 1933, as amended (the "Act") (such 
Registration Statement, as amended or supplemented, is hereinafter referred
to as the "Registration Statement").

          The opinions contained in this letter (herein called "our opinions") 
are based exclusively upon the General Corporation Law of the State of 
Delaware, as now constituted.  We express no opinion as to the applicability 
of, compliance with, or effect of any other law or governmental requirement 
with respect to the Company.  For purposes of our opinions we have assumed 
without independent investigation that factual information supplied to us for 
purposes of our opinions is complete and accurate.

          Based upon and subject to the foregoing, we hereby advise you that 
in our opinion:

          1.   The Company is a corporation existing and in good standing 
     under the laws of the State of Delaware.

          2.   Each share of Class A Common Stock registered under the 
     Registration Statement and issuable under the Incentive Plan when issued 
     as authorized by the Company upon payment of the consideration to be paid 
     therefor (in an amount at least equal to the par value of the related 
     shares), will be validly issued, fully paid and non-assessable:
For purposes of this letter we have relied without any independent 
verification upon (i) information contained in one or more certificates 
provided by the Delaware Secretary of State and (ii) factual information 
supplied to us by the Company.  We have assumed without investigation that 
there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this
letter and that the information upon which we have relied is accurate and does 
not omit disclosures necessary to prevent such information from being 
misleading.  For purposes of each opinion in paragraph 1, we have relied 
exclusively upon a certificate issued by the Delaware Secretary of State, and 
such opinion is not intended to provide any conclusion or assurance beyond that
conveyed by that certificate.

          We hereby consent to the filing of this opinion with the Commission 
as Exhibit 5.1 to the Registration Statement.  We also consent to the reference
to our firm under the heading "Legal Matters" in the Registration Statement. 
In giving this consent, we do not thereby admit that we are in the category of 
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

          We do not find it necessary for the purposes of this opinion, and 
accordingly we do not purport to cover herein, the application of the 
securities or "Blue Sky" laws of the various states to the issuance and sale of
each share of Class A Common Stock registered under the Registration Statement.

          This opinion is limited to the specific issues addressed herein, and 
no opinion may be inferred or implied beyond that expressly stated herein.  
We assume no obligation to revise or supplement this opinion should the present
laws of the State of Delaware be changed by legislative action, judicial 
decision or otherwise.

                              Sincerely,

                              /s/ Kirkland & Ellis
                              --------------------
                              Kirkland & Ellis
Exhibit 23.1
                                                                  ------------

                  INDEPENDENT AUDITORS' CONSENT

          We consent to the incorporation by reference in this Registration
Statement of Gaylord Container Corporation on Form S-8 of our report dated 
November 4, 1996, included in the Annual Report on Form 10-K of Gaylord 
Container Corporation for the year ended September 30, 1996.

/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP

Chicago, Illinois
November 6, 1997
Exhibit 24.1
                                                                  ------------

                        Power of Attorney

Each of the undersigned, being a director or officer, or both, of 
GAYLORD CONTAINER CORPORATION, a Delaware corporation (the "Corporation"), 
does hereby constitute and appoint each of Marvin A. Pomerantz and Daniel
P. Casey as his true and lawful attorney-in-fact and agent, with full power of 
substitution and resubstitution, for him and in his name, place and stead, in 
any and all capacities, to sign the Registration Statement on Form S-8 for the
Corporation's 1997 Long-Term Equity Incentive Plan and to file same, together 
with all exhibits thereto and other attachments and documents in connection 
therewith, with the Securities and Exchange Commission, the American Stock
Exchange and any other regulatory authority, and to sign, file or deliver such 
further documents and to take such further actions in connection therewith as 
each of the undersigned might or could do in person and as each such attorney 
and agent deems necessary or desirable; and each of the undersigned does hereby
fully ratify and confirm all that said attorneys and agents, or any of them, 
or the substiute of any of them, shall do or cause to be done by virtue hereof.

Signature                               Title
-------------------------------         --------------------------------------

/s/ Marvin A. Pomerantz
_______________________________         Chairman, Chief Executive Officer
    Marvin A. Pomerantz                 and Director

/s/ Daniel P. Casey
_______________________________         Executive Vice President
    Daniel P. Casey                     (Principal Financial Officer)

/s/ Jeffrey B. Park
_______________________________         Vice President-Corporate Controller
    Jeffrey B. Park                     (Principal Accounting Officer)

/s/ Mary Sue Coleman
_______________________________         Director
    Mary Sue Coleman

/s/ Harve A. Ferrill
_______________________________         Director
    Harve A. Ferrill

/s/ John E. Goodenow
_______________________________         Director
    John E. Goodenow

/s/ David B. Hawkins
_______________________________         Director
    David B. Hawkins

/s/ John Hawkinson
_______________________________         Director
    John Hawkinson

/s/ Warren J. Hayford
_______________________________         Director
    Warren J. Hayford

/s/ Charles S. Johnson
_______________________________         Director
    Charles S. Johnson

/s/ Richard S. Levitt
_______________________________         Director
    Richard S. Levitt

/s/ Ralph L, MacDonald, Jr.
_______________________________         Director
    Ralph L. MacDonald, Jr.

/s/ Thomas H. Stoner
_______________________________         Director
    Thomas H. Stoner