FORM 8-K



                 SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549



                           CURRENT REPORT


          Pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934


          Date of Report (Date of earliest event reported):
                          October 25, 1999



                 PACKAGING CORPORATION OF AMERICA
        (Exact name of registrant as specified in its charter)


DELAWARE                          1-15399             36-4277050
(State or other jurisdiction      (Commission         (IRS Employer
of incorporation)                 File Number)        Identification No.)



          1900 WEST FIELD COURT, LAKE FOREST, ILLINOIS  60045
          (Address of principal executive offices)  (Zip Code)

           Registrant's telephone number, including area code:
                            (847) 482-3000




                        Total No. of Pages:  4




ITEM 5: OTHER EVENTS.

        On October 25, 1999, Packaging Corporation of America announced that
        it was postponing the offering of its common stock through a registered
        initial public offering and that, as a result, it would not at this
        time redeem its outstanding 12-3/8% Senior Exchangeable Preferred Stock
        due 2010.  A copy of the press release containing this announcement is
        filed under Item 7 as Exhibit 99.1 and incorporated herein.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

        (c) EXHIBITS



            ITEM         EXHIBIT INDEX
                   
            99.1         Press Release dated October 25, 1999




                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: 10/28/99

                                   PACKAGING CORPORATION OF AMERICA



                                   By /s/ Richard B. West
                                      ----------------------------
                                      Richard B. West
                                      Chief Financial Officer,
                                      Vice President and Secretary

                                                                   EXHIBIT 99.1

     PACKAGING CORPORATION OF AMERICA POSTPONES INITIAL PUBLIC OFFERING

     LAKE FOREST, ILLINOIS. -- Oct. 25, 1999 -- Packaging Corporation of
America (PCA) announced today that it has postponed its initial public
offering of the company's common stock.

     Tenneco Packaging, a wholly owned subsidiary of Tenneco Inc., with
headquarters in Greenwich, Connecticut, informed PCA today of its intention
to postpone its offering of its 43.5% equity ownership interest in PCA.

     Additionally, PCA will not offer any shares at this time, and as a
result will not at this time redeem its outstanding 12-3/8% Senior Exchangeable
Preferred Stock due 2010.

     Both PCA and Tenneco currently believe that it is in their best interest
to postpone the initial public offering of PCA's common stock in light of
recent stock market conditions.  PCA and Tenneco will continue to evaluate an
initial public offering in light of future conditions.

     PCA is the sixth largest producer of containerboard and the sixth
largest manufacturer of corrugated packaging products in the United States.
The company's sales were $1.571 billion in 1998.

Contact:  Packaging Corporation of America
          Investor Relations:
          Richard B. West, 847/482-2191