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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|ý                                | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 
|-------------------------------- | -----------------------------------------------------------------------------------------
|o                                | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|For Quarter Ended March 31, 2003
|Commission File Number 1-3439   

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

|Delaware                                                                                         |  | 36-2041256                       
|------------------------------------------------------------------------------------------------ |  | ---------------------------------
|(State or other jurisdiction of
incorporation or organization)                                   |  | (IRS Employer Identification No.)
|150 North Michigan Avenue, Chicago, Illinois                                                     |  | 60601                            
|(Address of principal executive offices)                                                         |  | (Zip Code)                       
|(312) 346-6600(Registrant's telephone number, including area code)                              
|Not Applicable(Former name, former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ý    No o

Indicate
by check mark if the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

As
of March 31, 2003, the registrant had outstanding 1,000 shares of common stock, $.01 par value per share, all of which are owned by Smurfit-Stone Container Corporation.

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PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

STONE CONTAINER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

|                                       |                                                                                       | Three months ended March 31,                                                                   |      
|-------------------------------------- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | -----
|
|
|Net sales                              |                                                                                       | $                                                                                              | 1,221
|Costs and expenses                     |                                                                                       |                                                                                                |      
|                                       | Cost of goods sold                                                                    |                                                                                                |      
|                                       | Selling and administrative expenses                                                   |                                                                                                |      
|                                       | Restructuring charges                                                                 |                                                                                                |      
|                                       |                                                                                       |                                                                                                |      
|                                       |                                                                                       | Income from operations                                                                         |      
|Other income (expense)                 |                                                                                       |                                                                                                |      
|                                       | Interest expense, net                                                                 |                                                                                                |      
|                                       | Loss from early extinquishment of debt                                                |                                                                                                |      
|                                       | Equity income of affiliates                                                           |                                                                                                |      
|                                       | Other, net                                                                            |                                                                                                |      
|                                       |                                                                                       |                                                                                                |      
|                                       |                                                                                       | Loss from continuing operations before income taxes and cumulative effect of accounting change |      
|Benefit from income taxes              |                                                                                       |                                                                                                | 16   
|                                       |                                                                                       |                                                                                                |      
|                                       | Loss from continuing operations before cumulative effect of accounting change         |                                                                                                |      
|                                       |                                                                                       |                                                                                                |      
|Discontinued operations                |                                                                                       |                                                                                                |      
|                                       | Income from discontinued operations, net of income taxes of $4 in 2003 and $3 in 2002 |                                                                                                |      
|                                       |                                                                                       |                                                                                                |      
|                                       |                                                                                       | Income (loss) before cumulative effect of accounting change                                    |      
|Cumulative effect of accounting change |                                                                                       |                                                                                                |      
|                                       | Asset retirement obligations, net of income tax benefit of $1                         |                                                                                                |      
|                                       |                                                                                       |                                                                                                |      
|                                       |                                                                                       | Net income (loss)                                                                              |      
|                                       |                                                                                       |                                                                                                |      

See
notes to consolidated financial statements.

1

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STONE CONTAINER CORPORATION

CONSOLIDATED BALANCE SHEETS

|(In millions, except share data)                    |                                                                                         | March 31,
2003                     |                            | December 31,
2002 |    
|--------------------------------------------------- | --------------------------------------------------------------------------------------- | ---------------------------------- | -------------------------- | ----------------- | ---
|
|Assets                                              |                                                                                         |                                    |                            |                   |    
|Current assets                                      |                                                                                         |                                    |                            |                   |    
|                                                    | Cash and cash equivalents                                                               |                                    | $                          | 5                 |    
|                                                    | Receivables, less allowances of $28 in 2003 and $27 in 2002                             |                                    |                            | 267               |    
|                                                    | Inventories                                                                             |                                    |                            |                   |    
|                                                    |                                                                                         | Work-in-process and finished goods |                            |                   | 162
|                                                    |                                                                                         | Materials and supplies             |                            |                   | 343
|                                                    |                                                                                         |                                    |                            |                   |    
|                                                    |                                                                                         |                                    | 505                        |                   |    
|                                                    | Deferred income taxes                                                                   |                                    |                            | 127               |    
|                                                    | Assets held for sale                                                                    |                                    |                            |                   |    
|                                                    | Prepaid expenses and other current assets                                               |                                    |                            | 52                |    
|                                                    |                                                                                         |                                    |                            |                   |    
|                                                    |                                                                                         |                                    | Total current assets       |                   |    
|Net property, plant and equipment                   |                                                                                         |                                    | 3,763                      |                   |    
|Timberland, less timber depletion                   |                                                                                         |                                    | 43                         |                   |    
|Goodwill                                            |                                                                                         |                                    | 3,146                      |                   |    
|Investment in equity of non-consolidated affiliates |                                                                                         |                                    | 18                         |                   |    
|Other assets                                        |                                                                                         |                                    | 185                        |                   |    
|                                                    |                                                                                         |                                    |                            |                   |    
|                                                    |                                                                                         | $                                  | 8,111                      |                   | $  
|                                                    |                                                                                         |                                    |                            |                   |    
|Liabilities and Stockholder's Equity                |                                                                                         |                                    |                            |                   |    
|Current liabilities                                 |                                                                                         |                                    |                            |                   |    
|                                                    | Current maturities of long-term debt                                                    |                                    | $                          | 27                |    
|                                                    | Accounts payable                                                                        |                                    |                            | 330               |    
|                                                    | Accrued compensation and payroll taxes                                                  |                                    |                            | 103               |    
|                                                    | Interest payable                                                                        |                                    |                            | 33                |    
|                                                    | Liabilities held for sale                                                               |                                    |                            |                   |    
|                                                    | Other current liabilities                                                               |                                    |                            | 96                |    
|                                                    |                                                                                         |                                    |                            |                   |    
|                                                    |                                                                                         |                                    | Total current liabilities  |                   |    
|Long-term debt, less current maturities             |                                                                                         |                                    | 3,229                      |                   |    
|Other long-term liabilities                         |                                                                                         |                                    | 745                        |                   |    
|Deferred income taxes                               |                                                                                         |                                    | 657                        |                   |    
|Stockholder's equity                                |                                                                                         |                                    |                            |                   |    
|                                                    | Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding |                                    |                            |                   |    
|                                                    | Additional paid-in capital                                                              |                                    |                            | 3,016             |    
|                                                    | Retained earnings (deficit)                                                             |                                    |                            | (6                | )  
|                                                    | Accumulated other comprehensive income (loss)                                           |                                    |                            | (119              | )  
|                                                    |                                                                                         |                                    |                            |                   |    
|                                                    |                                                                                         |                                    | Total stockholder's equity |                   |    
|                                                    |                                                                                         |                                    |                            |                   |    
|                                                    |                                                                                         | $                                  | 8,111                      |                   | $  
|                                                    |                                                                                         |                                    |                            |                   |    

See
notes to consolidated financial statements.

2

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STONE CONTAINER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                 |                                                                                       | Three months ended March 31,                                                                |                                               
|------------------------------------------------ | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ----------------------------------------------
|
|
|Cash flows from operating activities             |                                                                                       |                                                                                             |                                               
|                                                 | Net income (loss)                                                                     |                                                                                             | $                                             
|                                                 | Adjustments to reconcile net income (loss) to net cash used for operating activities: |                                                                                             |                                               
|                                                 |                                                                                       | Loss from early extinquishment of debt                                                      |                                               
|                                                 |                                                                                       | Cumulative effect of accounting change for asset retirement obligations                     |                                               
|                                                 |                                                                                       | Depreciation and amortization                                                               |                                               
|                                                 |                                                                                       | Amortization of deferred debt issuance costs                                                |                                               
|                                                 |                                                                                       | Deferred income taxes                                                                       |                                               
|                                                 |                                                                                       | Pension and post-retirement benefits                                                        |                                               
|                                                 |                                                                                       | Non-cash restructuring charges                                                              |                                               
|                                                 |                                                                                       | Foreign currency exchange losses                                                            |                                               
|                                                 |                                                                                       | Equity income of affiliates                                                                 |                                               
|                                                 |                                                                                       | Change in current assets and liabilities, net of effects from acquisitions and dispositions |                                               
|                                                 |                                                                                       |                                                                                             | Receivables                                   
|                                                 |                                                                                       |                                                                                             | Inventories                                   
|                                                 |                                                                                       |                                                                                             | Prepaid expenses and other current assets     
|                                                 |                                                                                       |                                                                                             | Accounts payable and other current liabilities
|                                                 |                                                                                       |                                                                                             | Interest payable                              
|                                                 |                                                                                       |                                                                                             | Income taxes                                  
|                                                 |                                                                                       | Other, net                                                                                  |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|                                                 | Net cash used for operating activities                                                |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|Cash flows from investing activities             |                                                                                       |                                                                                             |                                               
|                                                 | Expenditures for property, plant and equipment                                        |                                                                                             |                                               
|                                                 | Proceeds from sales of assets                                                         |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|                                                 | Net cash provided by (used for) investing activities                                  |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|Cash flows from financing activities             |                                                                                       |                                                                                             |                                               
|                                                 | Net borrowings (repayments) of debt                                                   |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|                                                 | Net cash (used for) provided by financing activities                                  |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|                                                 | Effect of exchange rate changes on cash                                               |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|Increase (decrease) in cash and cash equivalents |                                                                                       |                                                                                             | 2                                             
|Cash and cash equivalents                        |                                                                                       |                                                                                             |                                               
|                                                 | Beginning of period                                                                   |                                                                                             |                                               
|                                                 |                                                                                       |                                                                                             |                                               
|                                                 | End of period                                                                         |                                                                                             | $                                             
|                                                 |                                                                                       |                                                                                             |                                               

See
notes to consolidated financial statements.

3

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STONE CONTAINER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in millions)

1.    Significant Accounting Policies

The accompanying consolidated financial statements and notes thereto of Stone Container Corporation ("Stone" or the "Company") have been prepared in accordance
with the instructions to Form 10-Q and reflect all adjustments which management believes necessary (which include only normal recurring accruals) to present fairly the Company's
financial position, results of operations and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting principles. Interim results may not necessarily be indicative of results which may be expected for any other interim
period or for the year as a whole. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, filed March 10, 2003, with the Securities Exchange Commission.

The
Company is a wholly-owned subsidiary of Smurfit-Stone Container Corporation ("SSCC").

2.     Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

3.     Stock-Based Compensation

The Company accounts for stock option plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income (loss), as all options granted under those plans had an exercise price
equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income (loss) if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.

|                                                                                                                                            |  | Three months ended
March 31, |    
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---
|
|Net income (loss), as reported                                                                                                              |  | $                            | (20
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                              | (2 
|                                                                                                                                            |  |                              |    
|Pro forma net income (loss)                                                                                                                 |  | $                            | (22
|                                                                                                                                            |  |                              |    

4.     Discontinued Operations

In December 2002, the Company reached agreements with an affiliate of Jefferson Smurfit Group ("JS Group"), formerly SSCC's largest stockholder, to
exchange, in two separate transactions, its European packaging operations for JS Group's 50% ownership in Smurfit-MBI, a Canadian packaging business, and approximately $189 million.
The Company recorded a loss on disposition of discontinued European operations of $40 million arising from a provision for taxes on the disposition during the fourth quarter of 2002.

4

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On
March 31, 2003, the Company completed these exchange transactions. Previously, the Company owned 50% of Smurfit-MBI, and as a result of the completed transactions
now owns 100% of Smurfit-MBI. No additional adjustments to the loss on disposition of discontinued European operations were recorded during the first quarter of 2003. The Company will
finalize its accounting for the disposition of the European operations during the second quarter of 2003 subject to working capital adjustments, which are not expected to have a material impact on the
Company's results of operations.

Smurfit-MBI
operates 15 converting facilities in Canada and employs approximately 2,500 hourly and salaried employees. The acquisition of the remaining 50% of
Smurfit-MBI was accounted for as a purchase business combination, and accordingly, the assets and liabilities of Smurfit-MBI were included in the March 31, 2003
consolidated balance sheet, and the related results of operations will be included in the consolidated statement of operations after March 31, 2003. The cost to acquire the remaining 50% of
Smurfit-MBI of $111 million has been preliminarily allocated to the assets acquired and liabilities assumed according to estimated fair values and is subject to adjustment when
additional information concerning asset and liability valuations is finalized. The preliminary allocation has resulted in goodwill of $123 million, including a reclassification of
$52 million associated with the Company's original investment, which has been allocated to the Containerboard and Corrugated Containers segment.

5.     Asset Retirement Obligations

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143, "Accounting for Asset Retirement Obligations," effective for
fiscal years beginning after June 15, 2002. SFAS No. 143 established accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. The Company has adopted the new accounting for
asset retirement obligations effective January 1, 2003. Application of the new rules resulted in an increase in net property, plant and equipment of $1 million, recognition of an asset
retirement obligation liability of $4 million and a cumulative effect of an accounting change of $2 million, net of income taxes of $1 million, to recognize asset retirement
obligations incurred as of the adoption date. Certain of the Company's facilities have indeterminate lives because they are expected to remain in operation for the foreseeable future. Consequently,
the asset retirement obligations related to these facilities cannot be reasonably estimated.

6.     Restructuring and Exit Liabilities

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires
companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The Company adopted SFAS
No. 146 effective January 1, 2003.

The
Company recorded a restructuring charge of $2 million during the first quarter of 2003 related to the closure of a converting facility. No significant additional charges
related to this shutdown facility are expected. The assets of the closed operation were adjusted to the estimated fair value less cost to sell resulting in a $1 million non-cash
write-down. The shutdown resulted in approximately 110 employees being terminated. The net sales and operating loss of the facility in 2003 prior to closure were $3 million and
$1 million, respectively. The net sales and operating loss of the facility in 2002 were $17 million and $4 million, respectively.

At
December 31, 2002, the Company had $27 million of exit liabilities related to the restructuring of operations. The Company had an $8 million reduction to the
environmental exit liabilities and an insignificant amount of cash disbursements related to these exit liabilities for the three months ended March 31, 2003.

5

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7.     Other, Net

For the three months ended March 31, 2003, the Company recorded non-cash foreign currency exchange losses of approximately $16 million related to
its operations in Canada.

8.     Long-Term Debt

In March 2003, the Company repaid $190 million of the Tranche C term loan due October 1, 2003 and $7 million of the Tranche B term
loan due June 30, 2009 from proceeds received from the sale of the European operations (See Note 4) and other asset sales. A loss of $1 million was recorded due to the early
extinguishments of debt. In accordance with SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 62, Amendment of FASB Statement No. 13, and Technical Corrections," the loss
was not recorded as an extraordinary item, but rather a component of loss from continuing operations.

9.     Guarantees

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which clarifies and expands on existing disclosure requirements for guarantees and requires the Company to recognize a liability for the fair value of its
obligations under that guarantee. The initial measurement and recognition provisions are prospective for guarantees issued after December 31, 2002. Disclosure requirements are effective for
guarantees issued prior to January 1, 2003.

The
Company has certain woodchip processing contracts, entered into prior to January 1, 2003, extending from 2004 through 2018 with minimum purchase commitments. As part of the
agreements, the Company guarantees the third party contractor's debt outstanding and has a security interest in the chipping equipment. At March 31, 2003, the maximum potential amount of future
payment related to these guarantees is approximately $28 million and decreases ratably over the life of the contracts. Proceeds from the liquidation of the chipping equipment would be based on
current market conditions and may not recover in full the guarantee payments made.

10.   Non-Consolidated Affiliates

The Company has several non-consolidated affiliates that are engaged in paper and packaging operations. Investments in majority-owned affiliates where
control does not exist and non majority-owned affiliates are accounted for under the equity method.

The
Company's only significant non-consolidated affiliate was Smurfit-MBI, in which the Company owned a 50% interest. Upon closing of the exchange transactions,
on March 31, 2003, the Company acquired the remaining 50% interest from JS Group (See Note 4). Smurfit-MBI was accounted for as an equity affiliate through March 31,
2003 and as such, is included in the summarized financial information below. Smurfit-MBI had net sales of $110 million and $102 million for the three months ended
March 31, 2003 and 2002, respectively.

6

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Combined
summarized financial information for all of the Company's non-consolidated affiliates that are accounted for under the equity method of accounting is presented
below:

|                      |                                                                         | Three months ended
March 31,
|--------------------- | ----------------------------------------------------------------------- | ----------------------------
|
|Results of operations |                                                                         |                             
|                      | Net sales                                                               |                             
|                      | Cost of sales                                                           |                             
|                      | Income before income taxes, minority interest and extraordinary charges |                             
|                      | Net income                                                              |                             

11.   Derivative Instruments and Hedging Activities

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138 requires that all
derivatives be recorded on the consolidated balance sheets at fair value. Changes in the fair value of derivatives not qualifying as hedges are recorded each period in earnings. Changes in the fair
value of derivatives qualifying as hedges are either offset against the change in fair value of the hedged item through earnings or recognized in Other Comprehensive Income ("OCI") until the hedged
item is recognized in earnings, depending on the nature of the hedge. The ineffective portion of the change in fair value of all derivatives is recognized in earnings. Hedges related to anticipated
transactions are designated and documented at hedge inception as cash flow hedges and evaluated for hedge effectiveness quarterly.

The
Company's derivative instruments and hedging activities relate to minimizing exposure to fluctuations in the price of commodities used in its operations and the movement in foreign
currency exchange rates and are designated as cash flow hedges.

Commodity Futures Contracts

The Company uses exchange traded futures contracts to manage fluctuations in cash flows resulting from commodity price risk in the procurement of natural gas. The
objective is to fix the price of a
portion of the Company's forecasted purchases of natural gas used in the manufacturing process. The changes in the market value of such contracts have historically been, and are expected to continue
to be, highly effective at offsetting changes in price of the hedged item. As of March 31, 2003, the maximum length of time over which the Company is hedging its exposure to the variability in
future cash flows associated with natural gas forecasted transactions is nine months. For the three months ended March 31, 2003, the Company reclassified a $1 million gain from OCI to
cost of goods sold when the hedged items were recognized. The fair value of the Company's futures contracts at March 31, 2003 is a $2 million gain included in other current assets. At
March 31, 2003, the Company recorded an immaterial amount in cost of goods sold on commodity futures contracts, related to the ineffective portion of the change in fair value of certain
contracts and contracts not qualifying as hedges.

For
the three months ended March 31, 2003, the Company recorded an immaterial amount in cost of goods sold on settled commodity futures contracts, related to the ineffective
portion of hedges and contracts not qualifying as hedges.

Foreign Currency Forward Contracts

The Company enters into foreign currency forward contracts with financial institutions to purchase Canadian dollars and euros, primarily to protect against
currency exchange risk associated with expected future cash flows. Contracts typically have maturities of one year or less. The fair value of the Company's foreign currency

7

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forward
contracts at March 31, 2003 is a $7 million gain included in other current assets. The change in fair value of these contracts is recorded in OCI until the underlying transaction
is recorded.

The
cumulative deferred hedge gain on all commodity and foreign currency contracts is $5 million (net of tax of $3 million) at March 31, 2003. The Company expects to
reclassify $5 million into cost of goods sold during the remainder of 2003.

12.   Comprehensive Income (Loss)

Comprehensive income (loss) is as follows:

|                                               |                                                  | Three months ended
March 31, |    
|---------------------------------------------- | ------------------------------------------------ | ---------------------------- | ---
|
|Net income (loss)                              |                                                  | $                            | (20
|Other comprehensive income (loss), net of tax: |                                                  |                              |    
|                                               | Net changes in fair value of hedging instruments |                              |    
|                                               | Net loss (gain) reclassified into earnings       |                              |    
|                                               | Foreign currency translation adjustment          |                              |    
|                                               |                                                  |                              |    
|Comprehensive income                           |                                                  | $                            | 10 
|                                               |                                                  |                              |    

13.   Business Segment Information

On January 1, 2003, the Company began reporting the elimination of intercompany profit and the adjustment to record inventory at LIFO at the segment level
for management reporting purposes. The information for 2002 has been restated in order to conform to the 2003 presentation.

The
Company has two reportable segments: (1) Containerboard and Corrugated Containers and (2) Consumer Packaging. The Containerboard and Corrugated Containers segment is
highly integrated. It includes a system of mills and plants that produces a full line of containerboard that is converted into corrugated containers. Corrugated containers are used to transport such
diverse products as home appliances, electric motors, small machinery, grocery products, produce, books, tobacco and furniture. The Consumer Packaging segment converts kraft and specialty paper into
multiwall bags, consumer bags, and intermediate bulk containers. These bags and intermediate bulk containers are designed to ship and protect a wide range of industrial and consumer products,
including fertilizers, chemicals, concrete and pet and food products.

Other
includes one non-reportable segment, International, and corporate related items. Corporate related items include income and expense not allocated to reportable segments
including corporate expenses, restructuring charges and interest expense.

8

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A
summary by business segment follows:

|Three months ended March 31, |                                  | Container-
board &
Corrugated
Containers |   | Consumer
Packaging |  | Other |     | Total |  
|---------------------------- | -------------------------------- | ---------------------------------------- | - | ------------------ |  | ----- | --- | ----- | -
|                             | 2003                             |                                          |   |                    |  |       |     |       |  
|                             | Revenues from external customers |                                          | $ | 1,066              |  | $     | 154 |       | $
|                             | Intersegment revenues            |                                          |   | 27                 |  |       |     |       |  
|                             | Segment profit (loss)            |                                          |   | 46                 |  |       | 8   |       |  
|                             | 2002                             |                                          |   |                    |  |       |     |       |  
|                             | Revenues from external customers |                                          | $ | 1,025              |  | $     | 154 |       | $
|                             | Intersegment revenues            |                                          |   | 24                 |  |       |     |       |  
|                             | Segment profit (loss)            |                                          |   | 72                 |  |       | 9   |       |  

14.   Contingencies

The Company's past and present operations include activities which are subject to federal, state and local environmental requirements, particularly relating to
air and water quality. The Company faces potential environmental liability as a result of violations of permit terms and similar authorizations that have occurred from time to time at its facilities.
In addition, the Company faces potential liability for response costs at various sites for which it has received notice as being a potentially responsible party ("PRP") concerning hazardous substance
contamination. In estimating its reserves for environmental remediation and future costs, the Company's estimated liability reflects only the Company's expected share after consideration for the
number of other PRPs at each site, the identity and financial condition of such parties and experience regarding similar matters.

If
all or most of the other PRPs are unable to satisfy their portion of the clean up costs at one or more of the significant sites in which the Company is involved or the Company's
expected share increases, the resulting liability could have a material adverse effect on the Company's consolidated financial condition or results of operations.

The
Company is a defendant in a number of lawsuits and claims arising out of the conduct of its business, including those related to environmental matters. While the ultimate results of
such suits or other proceedings against the Company cannot be predicted with certainty, the management of the Company believes that the resolution of these matters will not have a material adverse
effect on its consolidated financial condition or results of operations.

9

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Some information included in this report may contain forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934,
as amended. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual
outcomes and results to be materially different from those projected. When used in this document, the words "anticipates," "believes," "expects," "intends" and similar expressions as they relate to
Stone Container Corporation or its management, are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. There are
important factors that could cause actual results to differ materially from those in forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include
the following:



Our
actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, we can give no
assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial
condition. We expressly decline any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of events after the date hereof.

10

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RESULTS OF OPERATIONS

In December 2002, we reached agreements with an affiliate of Jefferson Smurfit Group (JS Group) to exchange, in two separate transactions, our European
packaging operations for JS Group's 50% ownership in Smurfit MBI, a Canadian packaging business, and a payment from JS Group of approximately $189 million. On March 31, 2003, we
completed these exchange transactions. We previously owned 50% of Smurfit-MBI and, as a result of the completed transactions, now own 100% of Smurfit-MBI.
Smurfit-MBI operates 15 converting facilities in Canada and employs approximately 2,500 hourly and salaried employees. The acquisition was accounted for as a purchase business
combination, and accordingly, the related assets and liabilities of Smurfit-MBI were included in the March 31, 2003 consolidated balance sheet and the related results of operations
will be included in the consolidated statement of operations after March 31, 2003. The cost to acquire the remaining 50% of Smurfit-MBI of $111 million has been preliminarily
allocated to the assets acquired and liabilities assumed according to estimated
fair values and is subject to adjustment when additional information concerning asset and liability valuations is finalized. Preliminary goodwill of $123 million, including a reclassification
of $52 million associated with our original investment, was recorded and allocated to the Containerboard and Corrugated Containers segment.

First Quarter 2003 Compared to First Quarter 2002

|                                                                                               |                  | Three months ended March 31, |      
|---------------------------------------------------------------------------------------------- | ---------------- | ---------------------------- | -----
|
|
|Containerboard and corrugated containers                                                       |                  | $                            | 1,066
|Consumer packaging                                                                             |                  |                              | 154  
|Other operations                                                                               |                  |                              | 1    
|                                                                                               |                  |                              |      
|                                                                                               | Total operations |                              | $    
|                                                                                               |                  |                              |      
|Restructuring charges                                                                          |                  |                              |      
|Interest expense, net                                                                          |                  |                              |      
|Corporate expenses and other                                                                   |                  |                              |      
|                                                                                               |                  |                              |      
|Loss from continuing operations before income taxes and cumulative effect of accounting change |                  |                              |      
|                                                                                               |                  |                              |      

Consolidated
net sales of $1,221 million in 2003 increased by 3% compared to 2002 due primarily to higher average sales prices for most of our major products. Harsh winter weather
conditions in much of the country and uncertainty created by the geopolitical situation resulted in demand weakness and some packaging price erosion during the first quarter of 2003. Compared to the
fourth quarter of 2002, our containerboard and corrugated container shipments declined more sharply than expected in what is a seasonally softer quarter.

The
increase or decrease in net sales for each of our segments is summarized in the chart below:

|(In millions)               |       | Container-
board &
Corrugated
Containers |    | Consumer
Packaging |   | Other
Operations |   | Total |   | 
|--------------------------- | ----- | ---------------------------------------- | -- | ------------------ | - | ---------------- | - | ----- | - | 
|Sales price and product mix |       | $                                        | 27 |                    | $ | 4                |   | $     |   | 
|Sales volume                |       |                                          | 16 |                    |   | (2               | ) |       |   | 
|Acquisitions                |       |                                          | 3  |                    |   |                  |   |       |   | 
|Closed facilities           |       |                                          | (5 | )                  |   | (2               | ) |       |   | 
|                            |       |                                          |    |                    |   |                  |   |       |   | 
|                            | Total |                                          | $  | 41                 |   | $                |   |       | $ | 
|                            |       |                                          |    |                    |   |                  |   |       |   | 

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Cost
of goods sold increased compared to 2002 due primarily to higher energy cost ($20 million) and higher reclaimed fiber cost ($9 million). Cost of goods sold, as a
percent of net sales increased from 85% in 2002 to 87% in 2003 due primarily to the higher cost of energy and reclaimed fiber.

Selling
and administrative expenses increased due primarily to higher fringe benefit costs and certain litigation costs. Selling and administrative expenses as a percent of net sales was
10% in 2003, comparable to last year.

We
recorded restructuring charges of $2 million in 2003 related to the closure of a converting facility.

Interest
expense, net decreased by $6 million due primarily to the favorable impacts of lower interest rates ($3 million) and lower average borrowings ($3 million).
Our overall average effective interest rate in 2003 was lower than 2002 by approximately 32 basis points.

Other,
net for 2003 includes non-cash foreign currency exchange losses totaling $16 million compared to zero in 2002.

Loss
from continuing operations before income taxes and cumulative effect of accounting change was $40 million in 2003. The decline in segment earnings was due primarily to higher
costs, including energy, employee benefits and reclaimed fiber, as well as non-cash foreign currency exchange losses. The decline in interest expense partially offset the earnings decline.

Benefit
from income taxes differed from the federal statutory rate due primarily to state income taxes.

Containerboard and Corrugated Containers Segment

Net sales increased by 4% due primarily to higher containerboard sales volume and an increase in the average sales prices for corrugated containers, market pulp
and containerboard. Corrugated container sales prices were higher by 1%. Despite a decrease in containerboard prices of $10 to $15 per ton in February 2003, prices for the quarter were higher
than last year by approximately 3%. We announced a $35 per ton price increase for containerboard effective April 14, 2003 and will begin to implement price increases on corrugated containers in
the second quarter. The average sales price for market pulp increased by 15%.

Production
of containerboard increased by 4%. During the first quarter, our containerboard mills ran at an average of 93.6% of capacity. Shipments of corrugated containers decreased 2%
compared to last year. Our production of market pulp decreased by 9% and kraft paper production decreased by 2% compared to last year.

Profits
decreased by $26 million due primarily to higher costs, including energy ($20 million), employee benefits and reclaimed fiber ($9 million). Cost of goods
sold as a percent of net sales increased to 88% for 2003 compared to 84% for 2002 due primarily to the higher reclaimed fiber and energy cost.

Consumer Packaging Segment

Net sales for 2003 were comparable to last year. Sales were favorably impacted by higher sales prices for consumer bags and flexible products. Sales prices for
multiwall bags were comparable to last year. Multiwall bag shipments were higher by 2%. Net sales were unfavorably impacted by lower sales volume for our consumer bags and flexible products and the
closure of a converting facility.

Profits
decreased by $1 million compared to last year due primarily to higher employee benefits cost. Cost of goods sold as a percent of net sales increased to 87% for 2003
compared to 85% for 2002 due primarily to higher employee benefit costs.

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Statistical Data

|                                                 |                        | Three months ended
March 31,
|------------------------------------------------ | ---------------------- | ----------------------------
|
|
|Mill production                                  |                        |                             
|                                                 | Containerboard (a)     |                             
|                                                 | Kraft paper            |                             
|                                                 | Market pulp            |                             
|                                                 | Solid bleached sulfate |                             
|Corrugated containers sold (billion sq. ft.) (a) |                        | 12.4                        
|Multiwall bags sold (million bags)               |                        | 277                         

---

RESTRUCTURING AND EXIT LIABILITIES

We recorded restructuring charges of $2 million during 2003 related to the closure of a converting facility. No additional significant charges are expected
for this closure. The assets of the closed operation were adjusted to the estimated fair value less cost to sell resulting in a $1 million non-cash write-down. The cash
portion of the restructuring charges was approximately $1 million, primarily for severance costs, will be paid in 2003. There were no material cash expenditures related to these charges for the
three months ended March 31, 2003. The shutdown resulted in approximately 110 employees being terminated.

At
December 31, 2002, we had $27 million of exit liabilities related primarily to the restructuring of operations in connection with the merger with Smurfit-Stone, the
acquisition of St. Laurent Paperboard Inc. and our restructuring activities. During the three months ended March 31, 2003, there were no material cash expenditures for these exit
liabilities, but we reduced environmental exit liabilities by $8 million. The remaining cash expenditures in connection with our restructuring activities will continue to be funded through
operations as originally planned.

LIQUIDITY AND CAPITAL RESOURCES

General

For the three months ended March 31, 2003, proceeds from property and timberland disposals and sale of businesses of $198 million were used to fund
net cash used for operating activities of $12 million, net debt payments of $157 million and expenditures for property, plant and equipment of $26 million.

In
March 2003, as explained in Results of Operations above, the exchange transactions with JS Group were completed. The $189 million of cash proceeds were used to reduce
borrowings outstanding under the Stone Container credit facility. The net impact of the transactions on our future results of operations and liquidity are not expected to be material.

We
expect internally generated cash flows, available borrowing capacity under our credit agreements and future financing activities will be sufficient for the next two years to meet our
obligations, including debt service, pension funding, expenditures related to environmental compliance and other capital expenditures. Scheduled debt payments for the remainder of 2003 and for 2004
are $15 million and $49 million, respectively, with varying amounts thereafter.

We
intend to hold capital expenditures for 2003 significantly below our anticipated annual depreciation level of $282 million. As of March 31, 2003, we had authorized
commitments for capital expenditures of $88 million, including $33 million for environmental projects, $15 million to maintain competitiveness and $40 million for upgrades,
modernization and expansion.

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We
expect to use any excess cash flows provided by operations to make further debt reductions. As of March 31, 2003, we had $394 million of unused borrowing capacity under
our credit agreement.

Our
obligations under our credit agreement are unconditionally guaranteed by our material U.S. subsidiaries. The obligations of Smurfit-Stone Container Canada Inc. under the
credit agreement are unconditionally guaranteed by us, our material U.S. subsidiaries and the material Canadian subsidiaries of Smurfit-Stone Container Canada Inc. Our obligations under the
credit agreement are secured by a security interest in substantially all of our assets and the assets of our material U.S. subsidiaries, 100% of the capital stock of our material U.S. subsidiaries and
65% of the capital stock of Smurfit-Stone Container Canada Inc. The security interests securing our obligations under the credit agreement exclude cash, cash equivalents, certain trade
receivables, three paper mills and the land and buildings of certain corrugated container facilities. The obligations of Smurfit-Stone Container Canada Inc. under the credit agreement are
secured by a security interest in substantially all of the assets of Smurfit-Stone Container Canada Inc. and its material Canadian subsidiaries, the same U.S. assets and capital stock that
secure our obligations under the credit agreement and all of the capital stock of the material Canadian subsidiaries of Smurfit-Stone Container Canada Inc. The security interests securing
Smurfit-Stone Container Canada Inc.'s obligations under the credit agreement exclude three mills and property related thereto and certain other real property located in New Brunswick and
Quebec.

The
credit agreements contain various covenants and restrictions including, among other things: (i) limitations on dividends, redemptions and repurchases of capital stock,
(ii) limitations on the incurrence of indebtedness, liens, leases and sale-leaseback transactions, (iii) limitations on capital expenditures, and (iv) maintenance of
certain financial covenants. The credit agreement also requires prepayments of the term loans from excess cash flow, as defined, and proceeds from certain asset sales, insurance, and incurrence of
certain indebtedness. These restrictions, together with our highly leveraged position, could restrict our corporate activities, including our ability to respond to market conditions, to provide for
unanticipated capital expenditures or to take advantage of business opportunities. We believe the risk of our breaching the debt covenants in 2003 is unlikely absent any material adverse event
affecting the U.S. economy as a whole. However, our expectations of future operating results and continued compliance with our debt covenants cannot be assured and we cannot control our lenders'
actions. If our debt is placed in default, we would experience a material adverse impact on our financial condition.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including commodity price risk, foreign currency risk and interest rate risk. To manage the volatility related to these
risks, we enter into various derivative contracts. The majority of these contracts are settled in cash. However, such settlements have not had a significant effect on our liquidity in the past, nor
are they expected to be significant in the future. We do not use derivatives for speculative or trading purposes.

Commodity Price Risk

We periodically enter into exchange traded futures contracts to manage fluctuations in cash flows resulting from commodity price risk in the procurement of
natural gas. As of March 31, 2003, we had futures contracts to hedge approximately 20% to 25% of our expected natural gas requirements for the months of April through June 2003 and
approximately 11% of our requirements for July through December 2003. Our objective is to fix the price of a portion of our forecasted purchases of natural gas used in the manufacturing
process. The change in energy cost discussed in Part 1, Item 2Managements Discussion and Analysis of Financial Condition and results of Operations above includes the impact of the
natural gas futures contracts. See Note 11 of the Notes to Consolidated Financial Statements.

Foreign Currency Risk

Our principal foreign exchange exposure is the Canadian dollar. The functional currency for our operations in Canada is the U.S. dollar. Our investments in
foreign subsidiaries with a functional currency other than the U.S. dollar are not hedged.

14

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We
periodically enter into foreign exchange forward contracts with financial institutions to purchase Canadian dollars in order to protect against currency exchange risk associated with
expected future cash flows. Contracts typically have maturities of approximately one year or less. As of March 31, 2003, we had Canadian dollar forward purchase contracts to hedge generally 40%
to 60% of our Canadian dollar requirements for the months of April 2003 through September 2003.

The
exchange rate for the Canadian dollar as of March 31, 2003 compared to December 31, 2002 strengthened against the U.S. dollar by 7%. We recognized non-cash
foreign currency exchange losses of $16 million for the three months ended March 31, 2003 due to the strengthening of the Canadian dollar. There were no foreign currency exchange gains
or losses recognized for the same period last year.

Interest Rate Risk

Our earnings and cash flows are significantly affected by the amount of interest on our indebtedness. Our objective is to protect Stone Container from interest
rate volatility and reduce or cap interest expense within acceptable levels of market risk. We may periodically enter into interest rate swaps, caps or options to hedge interest rate exposure and
manage risk within company policy. Any derivative would be specific to the debt instrument, contract or transaction, which would determine the specifics of the hedge. There were no interest rate
derivatives outstanding at March 31, 2003.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date within ninety days before the filing date of this report, have concluded that, as of such date our disclosure
controls and procedures were adequate and effective to ensure that material information relating to Stone Container would be made known to them by others within the company.

Changes In Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect Stone Container's disclosure controls and
procedures subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in Stone Container's internal controls. As a result, no corrective actions
were required or undertaken.

PART IIOTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

In 1998, seven putative class action complaints were filed in the United States District Court for the Northern District of Illinois and in the United States
District Court for the Eastern District of Pennsylvania. These complaints alleged that Stone Container reached agreements in restraint of trade that affected the manufacture, sale and pricing of
corrugated products in violation of antitrust laws. The complaints have been amended to name several other defendants, including Jefferson Smurfit (U.S.) and Smurfit-Stone. The suits seek an
unspecified amount of damages arising out of the sale of corrugated products for the period from October 1, 1993 through March 31, 1995. Under the provisions of the applicable statutes,
any award of actual damages could be trebled. The complaints have been transferred to and consolidated in the United States District Court for the Eastern District of Pennsylvania, which has certified
two plaintiff classes. The defendants' appeal of the class certification rulings has been denied. We continue to vigorously defend these cases.

In
September 1997, we received a Notice of Violation and a Compliance Order from the United States EPA alleging non-compliance with air emissions limitations for the
smelt dissolving tank at our Hopewell,

15

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Virginia
mill and for failure to comply with New Source Performance Standards applicable to certain other equipment at the mill. In cooperation with the EPA, we responded to information requests,
conducted tests and took measures to ensure continued compliance with applicable emission limits. In December 1997 and November 1998, we received additional requests from the EPA for
information about past capital projects at the mill. In April 1999, the EPA issued a Notice of Violation alleging that we "modified" the recovery boiler and increased nitrogen oxide emissions
without obtaining a required construction permit. We responded to this notice and indicated the EPA's allegations were without merit. We entered into a tolling agreement with the EPA to allow us to
continue settlement discussions without litigation, which tolls the statute of limitations in this matter until at least September 8, 2003. The tolling agreement does not restrict the EPA from
bringing suit against us.

In
April 1999, the EPA and the Virginia Department of Environmental Quality (Virginia DEQ) each issued a Notice of Violation under the Clean Air Act to St. Laurent's mill located
in West Point, Virginia, which St. Laurent acquired from Chesapeake Corporation in May 1997. In general, the Notices of Violation allege that, from 1984 to the present, the West Point mill
installed certain equipment and
modified certain production processes without obtaining the required permits. St. Laurent made a claim for indemnification from Chesapeake for its costs relating to these Notices of Violation pursuant
to the purchase agreement between St. Laurent and Chesapeake, and the parties appointed a third-party arbitrator to resolve the issues relating to the indemnification claim. The arbitrator has
established a binding cost-sharing formula between the parties as to the cost of any capital expenditures that might be required to resolve the Notices of Violation, as well as any fines
and penalties imposed in connection therewith. St. Laurent and Chesapeake are attempting to reach agreement with the EPA and Virginia DEQ on a capital expenditure plan to remedy the Notices of
Violation, and based on the information developed to date and discussions with the EPA and Virginia DEQ, we believe our share of the costs to resolve this matter will not be material and will not
exceed established reserves. We entered into a tolling agreement with the EPA to allow us to continue settlement discussions without litigation, which tolls the statute of limitations in this matter
until at least September 8, 2003. The tolling agreement does not restrict the EPA from bringing suit against St. Laurent. St. Laurent and Chesapeake are continuing to participate in settlement
discussions with the EPA.

ITEM 2.    CHANGES IN SECURITIES

None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.    OTHER INFORMATION

None

16

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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

|99.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|99.2 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                                        

Form 8-K dated January 3, 2003 was filed with the Securities and Exchange Commission ("SEC") in connection with the announcement that Smurfit-Stone
Container Corporation ("SSCC") issued a press release announcing that Stone Container Finance Company of Canada's tender offer to purchase any and all of its outstanding 11.5% Senior Notes due 2006
("Notes") had expired and that all Notes tendered were accepted for purchase.

Form 8-K
dated January 29, 2003 was filed with the SEC in connection with the announcement that SSCC had signed a letter of intent with Jefferson Smurfit Group ("JS Group")
to exchange its European packaging operations and receive JS Group's 50% ownership in Smurfit-MBI and a payment of approximately $190 million.

Form 8-K
dated April 2, 2003 was filed with the SEC in connection with the announcement that Stone Container had consummated the previously announced transaction with JS
Group, involving the exchange of its European operations for JS Group's 50% ownership in Smurfit-MBI and a payment from JS Group of approximately $190 million.

17

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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
thereunto duly authorized.

|                  |  | STONE CONTAINER CORPORATION
(Registrant)
|----------------- |  | ----------------------------------------
|Date: May 7, 2003 |  |                                         

18

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Certifications

I,
Patrick J. Moore, certify that:

Date:
May 7, 2003

| | /s/PATRICK J. MOOREPatrick J. Moore President and Chief
Executive Officer
| | -------------------------------------------------------------------------

19

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I,
Charles A. Hinrichs, certify that:

Date:
May 7, 2003

| | /s/CHARLES A. HINRICHSCharles A. Hinrichs Vice President
and Chief Financial Officer
| | ------------------------------------------------------------------------------------

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