As filed with the Securities and Exchange Commission on February 11, 2005

SECURITIES AND EXCHANGE COMMISSION

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ROCK-TENN COMPANY

ROCK-TENN COMPANY
2000 INCENTIVE STOCK PLAN

ROCK-TENN COMPANY
2004 INCENTIVE STOCK PLAN
(Shares previously available for issuance under the 2000 Incentive Stock Plan)

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

Table of Contents

EXPLANATORY NOTE

     As originally filed with the Securities and Exchange Commission (which we refer to as the “SEC”), this registration statement on Form S-8 Registration No. 333-62346 (this “Registration Statement”) related to the offering of 2,200,000 shares of our Class A common stock, par value $0.01 per share (which we refer to as “Common Stock”), under the Rock-Tenn Company 2000 Incentive Stock Plan (which we refer to as the “2000 Incentive Stock Plan”).

     As we previously described in the definitive Proxy Statement that we filed with the SEC on December 23, 2004 (which we refer to as the “Proxy Statement”), in October 2004, our board of directors delegated to our compensation and options committee the authority to adopt the Rock-Tenn Company 2004 Incentive Stock Plan (which we refer to as the “2004 Incentive Stock Plan”) and directed that the compensation and options committee submit the 2004 Incentive Stock Plan to our shareholders for approval. In December 2004, our compensation and options committee approved and adopted the 2004 Incentive Stock Plan, and we submitted the 2004 Incentive Stock Plan to our shareholders at the annual meeting of the shareholders held on January 28, 2005. On January 28, 2005 (which we refer to as the “Effective Date”), our shareholders adopted and approved the 2004 Incentive Stock Plan and, as a result, the 2004 Incentive Stock Plan became effective by its terms.

     As we previously described in the Proxy Statement, the following shares of Common Stock covered by this Registration Statement will be available to be issued in connection with awards under the 2004 Incentive Stock Plan: (1) the number of shares of Common Stock that would remain available for issuance under the 2000 Incentive Stock Plan if shares were issued on the Effective Date in an amount sufficient to satisfy the grants then outstanding under the 2000 Incentive Stock Plan, plus (2) the number of shares of Common Stock subject to grants under the 2000 Incentive Stock Plan that were outstanding on the Effective Date and that are subsequently forfeited or expire.

     The contents of this Registration Statement originally filed with the SEC are hereby incorporated herein, except to the extent amended by Part II, Item 8 below. We intend that this amendment to this Registration Statement will have no effect on the shares of Common Stock or the indeterminate amount of interests to be offered or sold pursuant to the Rock-Tenn Company 1993 Employee Stock Purchase Plan that are also covered by this Registration Statement.

PART II

Information Required In The Registration Statement

Item 8. Exhibits

     See separate Exhibit Index attached hereto and hereby incorporated herein.

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 Norcross, State of Georgia, on the 9th day of February, 2005.

     Pursuant to the requirements of the Securities Act of 1933, as this registration statement has been signed by the following persons in the capacities indicated on the 9th day of February, 2005.

EXHIBIT INDEX