SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q/A



[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the 
Securities Exchange 	Act of 1934

	For the Quarterly period ended September 30, 1998.

[  ]	Transition Report Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act 1934

	For the transition period from _____________________to 
_________________.
	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)	
	(I.R.S. employer identification no.)

150 North Michigan Avenue, Chicago, Illinois				60601
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number: 	312-346-6600

Indicate by check mark (X) 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 
requirement for the past 90 days.
			Yes   X			No  ______

Number of common shares outstanding as of November 10, 1998:  
104,977,686


The registrant hereby amends the following item of its Quarterly 
Report on Form 10-Q for the period ended September 30, 1998 by 
adding the following paragraphs at the end of the referenced 
caption.

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

Financial Condition and Liquidity

Year 2000

The Company has conducted a review of its existing computer 
software and hardware, as well as the embedded systems in its 
buildings, equipment and other infrastructure in order to assess 
the extent of the Year 2000 problem.  The Company is currently 
making the necessary modifications and replacements to bring all 
of its systems into compliance by year 2000.  In addition, the 
company is communicating with its critical suppliers to ascertain 
that they are addressing potential Year 2000 issues as well.  The 
Company is using internal personnel, contract programmers and 
vendors to identify Year 2000 problems, modify code and test the 
modifications.  The Company expects to do extensive testing of 
these new systems during 1999.

Total expenditures on Year 2000 projects are currently estimated 
to be approximately $25 million.  Many of the projects that have 
been identified include enhancements that will enable the Company 
to reduce or avoid costs and operate many of its production 
facilities more efficiently.  Some of these projects have been 
accelerated in order to replace existing systems that cannot be 
brought into compliance by the year 2000.  Approximately $4 
million has been expended to date through September 30, 1998 and 
virtually all of the remaining $21 million will be spent by the 
end of 1999.

The Company expects its operating, financial and administrative 
systems to be compliant before the end of 1999 and does not 
anticipate any disruption to its operations.  In the event the 
Company does not complete its plan to bring systems into 
compliance before the year 2000, there could be severe disruption 
in the operation of its process control and other manufacturing 
systems, financial systems and administrative systems.  
Production problems and delayed product deliveries could result 
in a loss of customers.  Delays in invoicing customer shipments 
could cause a slowdown in cash receipts, which could affect the 
Company's ability to meet its financial obligations.  However, if 
project completion delays become evident, the Company believes it 
would have sufficient time to take the necessary steps to have 
employees or temporary workers manually perform operations 
previously performed by computers.

The estimates and conclusions herein contain forward-looking 
statements and are based on management's best estimate of future 
events.  Risks to completing the Company's plan to bring all of 
its systems into compliance before the year 2000 include the 
availability of resources and the ability of suppliers to bring 
their systems into Year 2000 compliance.




SIGNATURES


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




                STONE CONTAINER CORPORATION



                             By:  \\  PAUL K. KAUFMANN
                                      Paul K. Kaufmann  
                                      Vice President and
                                      Corporate Controller
                                     (Principal Accounting Officer)




Date: January 29, 1999