As filed with the Securities and Exchange Commission on November 7,
1994
                                             Registration No. 33-______
_______________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        _____________________
                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                       The Securities Act Of 1933
                         _____________________

                      STONE CONTAINER CORPORATION
          (Exact name of issuer as specified in its charter)

             Delaware                               36-2041256
     (State or other jurisdiction of             (I.R.S. Employer    
      incorporation or organization)              Identification No.)

     150 North Michigan Avenue,                         60601
     Chicago, Illinois
     (Address of principal executive offices)        (Zip Code)

                               ___________________

                              MacMillan Bathurst Inc.
                                 Share Option Plan
                             (Full title of the plan)
                                               Copy to:
     ARNOLD F. BROOKSTONE                      JIM L. KAPUT       
     Executive Vice-President-                 Sidley & Austin
     Chief Financial and Planning Officer      One First National Plaza
     Stone Container Corporation               Chicago, Illinois  60603
     150 North Michigan Avenue                 (312) 853-7000
     Chicago, Illinois  60601
     (312) 346-6600
     (Name, address and telephone number,
      including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
                               Proposed      Proposed
 Title of                       maximum       maximum
securities         Amount       offering      aggregate    Amount of
  to be            to be          price       offering    registration
registered       registered     per share       price          fee
_______________________________________________________________________
Common Stock,
$.01 par
value(1)         44,100(2)       $19.50      $859,950       $296.54(3)
_______________________________________________________________________
(1)       Each share of Common Stock has associated with it one preferred
          share purchase right (a "Right").  Rights initially are carried
          and traded with the Stone Container Common Stock.  The value
          attributable to the Rights, if any, is reflected in the market
          price of the Stone Container Common Stock. 

(2)       Plus such additional number of shares and Rights as may be
          issuable by reason of the operation of the antidilution provisions
          of the MacMillan Bathurst Inc. Share Option Plan.  

(3)       Pursuant to Rule 457(h)(1), the registration fee has been
          calculated based upon the price at which options under the
          MacMillan Bathurst Inc. Share Option Plan may be exercised.



                                 PART II
                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.            Incorporation of Documents by Reference

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Stone Container Corporation
("Stone Container" or the "Company") are incorporated herein by
reference:  

          (a)  Stone Container's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;

          (b)  Stone Container's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994;

          (c)  Stone Container's Current Reports on Form 8-K dated January
3, 1994, January 5, 1994, January 24, 1994 and April 19, 1994;  

          (d)  The description of Stone Container common stock, par value
$.01 per share (the "Common Stock") which is contained in a
registration statement filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any subsequent amendment or
any report filed for the purpose of updating such description; and 

          (e)  The description of the Stone Container preferred share
purchase rights (the "Rights") which is contained in a registration
statement filed under the Exchange Act, including any subsequent
amendment or report filed for the purpose of updating such description. 


          All documents filed by Stone Container pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a posteffective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold are
deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of such
documents.  Any statement contained in a document incorporated by
reference herein is deemed to be modified or superseded for all
purposes of this Registration Statement to the extent that a statement
contained herein or in any 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

          Reference is made to Section 145 ("Section 145") of the Delaware
General Corporation Law of the State of Delaware (the "Delaware GCL")
which provides for indemnification of directors and officers in certain
circumstances.

          In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Restated Certificate of Incorporation provides that directors
shall not be personally liable for monetary damages for breaches of
their fiduciary duty as directors except for (i) breaches of their duty
of loyalty to the Company or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) under Section 174 of the Delaware GCL
(unlawful payment of dividends) or (iv) transactions from which a
director derives an improper personal benefit.

          The Restated Certificate of Incorporation of the Company provides
for indemnification of directors and officers to the full extent
provided by the Delaware GCL, as amended from time to time.  It states
that the Indemnification provided therein shall not be deemed
exclusive.  The Company may maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Company, or
another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify him against such expense,
liability or loss, under the provisions of the Delaware GCL.

          Pursuant to Section 145 and the Restated Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.

Item 7.            Exemption from Registration Claimed

                   Not applicable.
<PAGE>
Item 8.            Exhibits

Exhibit
Number    Description of Exhibit

4(a)      Certificate of Incorporation of Stone Container, filed as Exhibit
          3(a) to Stone Container's Registration Statement on Form S-1,
          filed on July 27, 1994, File No. 33-54769, is hereby incorporated
          by reference.

4(b)      By-laws of Stone Container, filed as Exhibit 3(b) to Stone
          Container's Registration Statement on Form S-1, filed on July 27,
          1994, File No. 33-54769, is hereby incorporated by reference.

*4(c)     MacMillan Bathurst Inc. Share Option Plan.

4(d)      Rights Agreement, dated as of July 25, 1988, between Stone
          Container and The First National Bank of Chicago, filed as Exhibit
          1 to Stone Container's Registration Statement on Form 8-A dated
          July 27, 1988, is hereby incorporated by reference.

4(e)      Amendment to Rights Agreement, dated as of July 23, 1990, between
          Stone Container and The First National Bank of Chicago, filed as
          Exhibit 1A to Stone Container's Form 8 dated August 2, 1990
          amending the Company's Registration Statement on Form 8-A dated
          July 27, 1988, is hereby incorporated by reference.

*23       Consent of Price Waterhouse.

*24       Powers of Attorney.


*  Filed herewith

Item 9.    Undertakings

          (a)  The registrant hereby undertakes:  

          (1)  To file, during any period in which offers or sales are being
          made, a posteffective 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 posteffective amendment
          thereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth in the
          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 registration statement is on Form S-3 or Form S-8 and the
information required to be included in a posteffective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.  

          (2)  That, for purposes of determining any liability under the
Securities Act of 1933, each such posteffective 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 posteffective
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 of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.  

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.  

<PAGE>
                               SIGNATURES

                   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, State
of Illinois, on October 31, 1994.  

                              STONE CONTAINER CORPORATION



                              By:  Leslie T. Lederer        
                                   Leslie T. Lederer
                                   Vice-President
                                   Secretary

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 31, 1994:


            *                      Chairman of the Board, President
     Roger W. Stone                and Chief Executive Officer
                                   (Principal Executive Officer)


            *                      Executive Vice-President - Chief
     Arnold F. Brookstone          Financial and Planning Officer
                                   (Principal Financial Officer)


            *                      Senior Vice-President and Corporate
    Thomas P. Cutilletta           Controller (Principal Accounting
                                   Officer)


            *                      Director
   Richard A. Giesen


            *                      Director
    James J. Glasser


            *                      Director
   George D. Kennedy


            *                      Director
  Howard C. Miller, Jr.


            *                      Director
   John D. Nichols


            *                      Director
   Jerry K. Pearlman


            *                      Director
   Richard J. Raskin


            *                      Director
      Alan Stone


            *                      Director
    Avery J. Stone


            *                      Director
    Ira N. Stone


            *                      Director
    James H. Stone


*By:  Leslie T. Lederer      
      Leslie T. Lederer
      (Attorney-in-fact)

<PAGE>
                           INDEX TO EXHIBITS


Exhibit
Number       Description of Exhibit                                Page
4(a)               Certificate of Incorporation of Stone Container, 
                   filed as Exhibit 3(a) to Stone Container's 
                   Registration Statement on Form S-1, filed on 
                   July 27, 1994, File No. 33-54769, is hereby 
                   incorporated by reference.

4(b)               By-laws of Stone Container, filed as Exhibit 3(b) 
                   to Stone Container's Registration Statement on 
                   Form S-1, filed on July 27, 1994, File No. 33-54769, 
                   is hereby incorporated by reference.

*4(c)              MacMillan Bathurst Inc. Share Option Plan.

4(d)               Rights Agreement, dated as of July 25, 1988, between 
                   Stone Container and The First National Bank of 
                   Chicago, filed as Exhibit 1 to Stone Container's 
                   Registration Statement on Form 8-A dated July 27, 
                   1988, is hereby incorporated by reference.

4(e)               Amendment to Rights Agreement, dated as of 
                   July 23, 1990, between Stone Container and The 
                   First National Bank of Chicago, filed as Exhibit 1A 
                   to Stone Container's Form 8 dated August 2, 1990 
                   amending the Company's Registration Statement on 
                   Form 8-A dated July 27, 1988, is hereby incorporated 
                   by reference.

*23                Consent of Price Waterhouse.

*24                Powers of Attorney.


*  Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16599}]
{"company-data": {"conformed-name": "STONE CONTAINER CORP", "cik": "0000094610", "assigned-sic": "2631", "irs-number": "362041256", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56345", "film-number": "94557874"}, "business-address": {"street1": "150 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3123466600"}, "mail-address": {"street1": "18TH FL, CORPORATE ACCOUNTING", "street2": "150 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60601"}}
As filed with the Securities and Exchange Commission on November 7,
1994
                                             Registration No. 33-______
_______________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                        _____________________
                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                       The Securities Act Of 1933
                         _____________________

                      STONE CONTAINER CORPORATION
          (Exact name of issuer as specified in its charter)

             Delaware                               36-2041256
     (State or other jurisdiction of             (I.R.S. Employer    
      incorporation or organization)              Identification No.)

     150 North Michigan Avenue,                         60601
     Chicago, Illinois
     (Address of principal executive offices)        (Zip Code)

                               ___________________

                              MacMillan Bathurst Inc.
                                 Share Option Plan
                             (Full title of the plan)
                                               Copy to:
     ARNOLD F. BROOKSTONE                      JIM L. KAPUT       
     Executive Vice-President-                 Sidley & Austin
     Chief Financial and Planning Officer      One First National Plaza
     Stone Container Corporation               Chicago, Illinois  60603
     150 North Michigan Avenue                 (312) 853-7000
     Chicago, Illinois  60601
     (312) 346-6600
     (Name, address and telephone number,
      including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
                               Proposed      Proposed
 Title of                       maximum       maximum
securities         Amount       offering      aggregate    Amount of
  to be            to be          price       offering    registration
registered       registered     per share       price          fee
_______________________________________________________________________
Common Stock,
$.01 par
value(1)         44,100(2)       $19.50      $859,950       $296.54(3)
_______________________________________________________________________
(1)       Each share of Common Stock has associated with it one preferred
          share purchase right (a "Right").  Rights initially are carried
          and traded with the Stone Container Common Stock.  The value
          attributable to the Rights, if any, is reflected in the market
          price of the Stone Container Common Stock. 

(2)       Plus such additional number of shares and Rights as may be
          issuable by reason of the operation of the antidilution provisions
          of the MacMillan Bathurst Inc. Share Option Plan.  

(3)       Pursuant to Rule 457(h)(1), the registration fee has been
          calculated based upon the price at which options under the
          MacMillan Bathurst Inc. Share Option Plan may be exercised.

                                 PART II
                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.            Incorporation of Documents by Reference

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Stone Container Corporation
("Stone Container" or the "Company") are incorporated herein by
reference:  

          (a)  Stone Container's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;

          (b)  Stone Container's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994;

          (c)  Stone Container's Current Reports on Form 8-K dated January
3, 1994, January 5, 1994, January 24, 1994 and April 19, 1994;  

          (d)  The description of Stone Container common stock, par value
$.01 per share (the "Common Stock") which is contained in a
registration statement filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any subsequent amendment or
any report filed for the purpose of updating such description; and 

          (e)  The description of the Stone Container preferred share
purchase rights (the "Rights") which is contained in a registration
statement filed under the Exchange Act, including any subsequent
amendment or report filed for the purpose of updating such description. 

          All documents filed by Stone Container pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a posteffective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold are
deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of such
documents.  Any statement contained in a document incorporated by
reference herein is deemed to be modified or superseded for all
purposes of this Registration Statement to the extent that a statement
contained herein or in any 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

          Reference is made to Section 145 ("Section 145") of the Delaware
General Corporation Law of the State of Delaware (the "Delaware GCL")
which provides for indemnification of directors and officers in certain
circumstances.

          In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Restated Certificate of Incorporation provides that directors
shall not be personally liable for monetary damages for breaches of
their fiduciary duty as directors except for (i) breaches of their duty
of loyalty to the Company or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) under Section 174 of the Delaware GCL
(unlawful payment of dividends) or (iv) transactions from which a
director derives an improper personal benefit.

          The Restated Certificate of Incorporation of the Company provides
for indemnification of directors and officers to the full extent
provided by the Delaware GCL, as amended from time to time.  It states
that the Indemnification provided therein shall not be deemed
exclusive.  The Company may maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Company, or
another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify him against such expense,
liability or loss, under the provisions of the Delaware GCL.

          Pursuant to Section 145 and the Restated Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage.

Item 7.            Exemption from Registration Claimed

                   Not applicable.
Item 8.            Exhibits

Exhibit
Number    Description of Exhibit

4(a)      Certificate of Incorporation of Stone Container, filed as Exhibit
          3(a) to Stone Container's Registration Statement on Form S-1,
          filed on July 27, 1994, File No. 33-54769, is hereby incorporated
          by reference.

4(b)      By-laws of Stone Container, filed as Exhibit 3(b) to Stone
          Container's Registration Statement on Form S-1, filed on July 27,
          1994, File No. 33-54769, is hereby incorporated by reference.

*4(c)     MacMillan Bathurst Inc. Share Option Plan.

4(d)      Rights Agreement, dated as of July 25, 1988, between Stone
          Container and The First National Bank of Chicago, filed as Exhibit
          1 to Stone Container's Registration Statement on Form 8-A dated
          July 27, 1988, is hereby incorporated by reference.

4(e)      Amendment to Rights Agreement, dated as of July 23, 1990, between
          Stone Container and The First National Bank of Chicago, filed as
          Exhibit 1A to Stone Container's Form 8 dated August 2, 1990
          amending the Company's Registration Statement on Form 8-A dated
          July 27, 1988, is hereby incorporated by reference.

*23       Consent of Price Waterhouse.

*24       Powers of Attorney.

*  Filed herewith

Item 9.    Undertakings

          (a)  The registrant hereby undertakes:  

          (1)  To file, during any period in which offers or sales are being
          made, a posteffective 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 posteffective amendment
          thereof) which, individually or in the aggregate, represent a
          fundamental change in the information set forth in the
          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 registration statement is on Form S-3 or Form S-8 and the
information required to be included in a posteffective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.  

          (2)  That, for purposes of determining any liability under the
Securities Act of 1933, each such posteffective 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 posteffective
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 of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.  

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

                   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, State
of Illinois, on October 31, 1994.  

                              STONE CONTAINER CORPORATION

                              By:  Leslie T. Lederer        
                                   Leslie T. Lederer
                                   Vice-President
                                   Secretary

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 31, 1994:

            *                      Chairman of the Board, President
     Roger W. Stone                and Chief Executive Officer
                                   (Principal Executive Officer)

            *                      Executive Vice-President - Chief
     Arnold F. Brookstone          Financial and Planning Officer
                                   (Principal Financial Officer)

            *                      Senior Vice-President and Corporate
    Thomas P. Cutilletta           Controller (Principal Accounting
                                   Officer)

            *                      Director
   Richard A. Giesen

            *                      Director
    James J. Glasser

            *                      Director
   George D. Kennedy

            *                      Director
  Howard C. Miller, Jr.

            *                      Director
   John D. Nichols

            *                      Director
   Jerry K. Pearlman

            *                      Director
   Richard J. Raskin

            *                      Director
      Alan Stone

            *                      Director
    Avery J. Stone

            *                      Director
    Ira N. Stone

            *                      Director
    James H. Stone

*By:  Leslie T. Lederer      
      Leslie T. Lederer
      (Attorney-in-fact)
INDEX TO EXHIBITS

Exhibit
Number       Description of Exhibit                                Page
4(a)               Certificate of Incorporation of Stone Container, 
                   filed as Exhibit 3(a) to Stone Container's 
                   Registration Statement on Form S-1, filed on 
                   July 27, 1994, File No. 33-54769, is hereby 
                   incorporated by reference.

4(b)               By-laws of Stone Container, filed as Exhibit 3(b) 
                   to Stone Container's Registration Statement on 
                   Form S-1, filed on July 27, 1994, File No. 33-54769, 
                   is hereby incorporated by reference.

*4(c)              MacMillan Bathurst Inc. Share Option Plan.

4(d)               Rights Agreement, dated as of July 25, 1988, between 
                   Stone Container and The First National Bank of 
                   Chicago, filed as Exhibit 1 to Stone Container's 
                   Registration Statement on Form 8-A dated July 27, 
                   1988, is hereby incorporated by reference.

4(e)               Amendment to Rights Agreement, dated as of 
                   July 23, 1990, between Stone Container and The 
                   First National Bank of Chicago, filed as Exhibit 1A 
                   to Stone Container's Form 8 dated August 2, 1990 
                   amending the Company's Registration Statement on 
                   Form 8-A dated July 27, 1988, is hereby incorporated 
                   by reference.

*23                Consent of Price Waterhouse.

*24                Powers of Attorney.

*  Filed herewith