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                                                                    EXHIBIT 10.3

                                    AMENDMENT
                                     OF THE
               STONE CONTAINER CORPORATION 1993 STOCK OPTION PLAN
                           (Effective March 23, 1992)

               WHEREAS, Smurfit-Stone Container Corporation (the "Company") is
the successor corporation to Stone Container Corporation, which established the
Stone Container Corporation 1993 Stock Option Plan (the "Plan"); and

               WHEREAS, the Company now considers it desirable to amend the
Plan;


               NOW, THEREFORE, pursuant to the power reserved to the Company by
Section 17 of the Plan, and by virtue of the authority delegated to the
undersigned officer by resolution of the Company's Board of Directors, the Plan
is hereby amended, effective as of July 1, 1999, by inserting the following
paragraph at the end of Section 8 of the Plan:

                      "Notwithstanding the foregoing, the following restrictions
               shall apply to any 'cashless exercise' procedure made available
               by the Board of Directors under the Plan. The Board of Directors
               may make available, in its sole discretion, a special sale and
               remittance procedure pursuant to which an Optionee exercising an
               option concurrently provides irrevocable written instructions (i)
               to a brokerage firm designated by the Board of Directors to
               effect the immediate sale of a portion of the shares of common
               stock to be received pursuant to the option, and remit to the
               Company, out of the sale proceeds available on the settlement
               date, the minimum amount of funds required to cover the aggregate
               exercise price payable for such shares, plus all applicable
               federal, state and local income and employment taxes required to
               be withheld by the Company by reason of such exercise, and (ii)
               to the Company to deliver the certificates for the necessary
               shares of common stock directly to such brokerage firm in order
               to complete the sale. If the Board of Directors makes such a
               special sale and remittance procedure available, an Optionee
               exercising an option may pay the exercise price of the option
               with shares of common stock issuable upon exercise of the option
               (a 'cashless exercise'). In all other events, an Optionee
               exercising an option may not pay the exercise price of the option
               with shares of common stock issuable upon the option's exercise."

                                            * * *

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        IN WITNESS WHEREOF, on behalf of the Company, the undersigned officer
has executed this amendment this 1st day of July, 1999.

                                            SMURFIT-STONE CONTAINER CORPORATION


                                             By:  /s/ Craig A. Hunt
                                             Its:   Vice President





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