UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): January 19, 2005

Packaging Corporation of America

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

o  Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 8.01.  Other Events

The following information, including the exhibit described below, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 19, 2005, Packaging Corporation of America announced that it intends to increase its quarterly cash dividend to $0.25 per share, or $1.00 per share annually, on its common stock.  The first quarterly dividend of $0.25 per share will be paid on April 15, 2005 to shareholders of record as of March 15, 2005.  The press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(C)  Exhibits

99.1         Press Release dated January 19, 2005.

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SIGNATURES

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

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Exhibit 99.1

FOR IMMEDIATE RELEASE:

PACKAGING CORPORATION OF AMERICA TO INCREASE QUARTERLY DIVIDENDS TO AN ANNUAL RATE OF $1.00 PER SHARE

Lake Forest, IL.   January 19, 2005 –  Packaging Corporation of America (NYSE: PKG), announced today that it intends to increase its quarterly cash dividend to $0.25 per share, or $1.00 per share annually, on its common stock.  The first quarterly dividend of $0.25 per share will be paid to shareholders of record as of March 15, 2005 with a payment date of April 15, 2005.  Future declaration of quarterly dividends, and the establishment of future record and payment dates, are subject to the final determination by PCA’s Board of Directors.

Paul T. Stecko, Chairman and Chief Executive Officer, commenting on the dividend increase said, “Since initiating dividend payments in January 2004, PCA has continued to improve its business and financial strength.  The increase in our annual dividend rate from $0.60 per share to $1.00 per share reflects PCA’s strong commitment to provide value to our shareholders.”

PCA is the sixth largest producer of containerboard and corrugated packaging products in the United States with sales of $1.9 billion in 2004.  PCA operates four paper mills and 66 corrugated product plants in 26 states across the country.

Contact:  Barbara Sessions

Packaging Corporation of America

INVESTOR RELATIONS:  (877) 454-2509

PCA Web Site:     www.packagingcorp.com