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                                                                    EXHIBIT 4.06


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                           CARAUSTAR INDUSTRIES, INC.,


                                   as Issuer,


                                       and


                              THE BANK OF NEW YORK,


                                   as Trustee





                          FIRST SUPPLEMENTAL INDENTURE


                            Dated as of June 1, 1999


                       $200,000,000 7 3/8% NOTES due 2009






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                          FIRST SUPPLEMENTAL INDENTURE

         FIRST SUPPLEMENTAL INDENTURE, dated as of June 1, 1999, between
CARAUSTAR INDUSTRIES, INC., a North Carolina corporation (the "Company"), having
its principal office at 3100 Washington Street, Austell, Georgia, 30106, and THE
BANK OF NEW YORK, as Trustee hereunder (the "Trustee"), having its Corporate
Trust Office at 101 Barclay Street, 21W, Corporate Trust Administration,
New York, NY 10286. Terms used herein which are defined in the Indenture (as
defined below) shall have the respective meanings assigned to them in the
Indenture.

                             RECITALS OF THE COMPANY

         The Company and the Trustee have entered into an Indenture (the
"Indenture") dated as of the date hereof, providing for the issuance of debt
securities in series.

         For its lawful corporate purposes, the Company desires to create and
authorize the series of 7 3/8% Notes due 2009 in an aggregate principal amount
of $200,000,000 (the "Notes"), and to provide the terms and conditions upon
which the Notes are to be executed, registered, authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
First Supplemental Indenture.

         The Notes are a series of Securities (as that term is defined in the
Indenture) and are being issued under the Indenture, as supplemented by this
First Supplemental Indenture, and are subject to the terms contained therein and
herein.

         WHEREAS, the Notes are to be substantially in the following form:

                           CARAUSTAR INDUSTRIES, INC.
                              7 3/8% Note due 2009

No.___                                                             $200,000,000

                                 CUSIP NO.______

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER
         OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
         OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
         ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.


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         Caraustar Industries, Inc., a corporation duly organized and existing
under the laws of the State of North Carolina (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000) on June 1, 2009 and to pay interest thereon from June 1, 1999 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on June 1 and December 1 in each year,
commencing December 1, 1999, at the rate of 7 3/8% per annum, until the
principal hereof is paid or made available for payment, and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of 7 3/8%
per annum on any overdue principal and premium and on any overdue installment of
interest, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 7 3/8% per annum
(to the extent permitted by applicable law), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand. The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of a
360-day year of twelve 30-day months and the days elapsed in any partial month.
In the event that any date on which interest is payable on this Security is not
a Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. A "Business Day" shall
mean, when used with respect to any Place of Payment, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order
to close. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or traded,
and upon such notice as may be required by such exchange or automated quotation
system, all as more fully provided in said Indenture).

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


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         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                            CARAUSTAR INDUSTRIES, INC.


                                            By:
                                               ------------------------------

Attest:



--------------------------


                                [Reverse of Note]

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 1, 1999, (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture, the First Supplemental Indenture, dated as of
June 1, 1999 (herein called the "First Supplemental Indenture", which term shall
have the meaning assigned to it in such instrument) between the Company and the
Trustee and all other indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.

         The Securities of this series are subject, at the election of the
Company, to redemption as a whole or in part at any time upon not less than 30
nor more than 60 days' notice by mail at the greater of (i) 100% of the
principal amount of the Securities being redeemed or (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities (not including any portion
of those payments of interest accrued as of the Redemption Date) discounted to
the Redemption Date on a semi-annual basis assuming a 360 day year consisting of
twelve 30 day months at the Adjusted Treasury Rate plus 25 basis points plus, in
each case, accrued and unpaid interest on the Securities to the


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Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

         For purposes of determining the amount at which the Securities may be
redeemed, the following terms shall have the meanings set forth next to each of
them below:

         "Adjusted Treasury Rate" means, with respect to any redemption date,
     the rate per annum equal to the semi-annual equivalent yield to maturity of
     the Comparable Treasury Issue, assuming a price of the Comparable Treasury
     Issue (expressed as a percentage of its principal amount) equal to the
     Comparable Treasury Price for that redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
     selected by the Quotation Agent as having a maturity comparable to the
     remaining term of the Securities to be redeemed that would be utilized, at
     the time of a selection and in accordance with customary financial
     practice, in pricing new issues of corporate debt securities of comparable
     maturity to the remaining term of the Securities.

         "Comparable Treasury Price" means, with respect to any redemption date,
     (i) the average of the Reference Treasury Dealer Quotations for such
     redemption date, after excluding the highest and lowest Reference Treasury
     Dealer Quotation, or (ii) if the Trustee obtains fewer than three Reference
     Treasury Dealer Quotations, the average of the quotations.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
     Company.

         "Reference Treasury Dealer" means (i) each of Banc of America
     Securities LLC, BT Alex. Brown Incorporated, Donaldson, Lufkin & Jenrette
     Securities Corporation and SunTrust Equitable Securities Corporation and
     their respective successors; however, if any of the foregoing shall cease
     to be a primary U.S. Government securities dealer in New York City (a
     "Primary Treasury Dealer"), the Company will substitute another Primary
     Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
     Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
     Reference Treasury Dealer and any redemption date, the average, as
     determined by the Company, of the bid and asked prices for the Comparable
     Treasury Issue (expressed in each case as a percentage of its principal
     amount) quoted in writing to the trustee by the Reference Treasury Dealer
     at 5:00 p.m., New York City time, on the third Business Day preceding the
     redemption date.


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         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture contains provisions for Defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee
in its reasonable judgment, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and


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unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth and set forth herein, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000.00 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture or
the First Supplemental Indenture shall have the meanings assigned to them in the
Indenture or the First Supplemental Indenture, as the case may be.

         THE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE AND THIS SECURITY SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated: June 1, 1999                 THE BANK OF NEW YORK,
                                     As Trustee


                                    By:
                                       -------------------------------------
                                            Authorized Signatory





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         All acts and things necessary to make the Notes, when executed by the
Company and authenticated and delivered by or on behalf of the Trustee as
provided in this Supplemental Indenture, the valid, binding and legal
obligations of the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and performed;

         NOW, THEREFORE, in order to declare the terms and conditions upon which
the Notes are executed, registered, authenticated, issued and delivered, and in
consideration of the premises, of the purchase of such Notes by the Holders
thereof and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders from time to time of such Notes,
as follows:

                                    ARTICLE I
                      CREATION AND AUTHORIZATION OF SERIES

         There is hereby created and authorized the series of Notes entitled the
"7 3/8% Notes Due 2009," which shall be a series in an aggregate principal
amount of $200,000,000.

                                   ARTICLE II
                  SPECIAL PROVISIONS APPLICABLE TO SUCH SERIES

         (a) Except as otherwise set forth herein and in the Notes, the terms of
the Notes shall be as set forth in the Indenture, including those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
77aaa-77bbbb), as amended, as in effect on the date of the Indenture (the
"Act"). Holders are referred to the Indenture and the Act for a statement of
such terms.

         (b) The Notes shall include all of the terms in the form of the Notes
contained in the Recitals to this First Supplemental Indenture.

         (c) The aggregate principal amount of the Notes may be changed from
time to time pursuant to Section 301(2) of the Indenture. All the Notes need not
be issued at the same time and this series of the Notes may be reopened at any
time, without the consent of any Holder, for issuances of additional Notes.

         (d) The provisions of Section 1402 of the Indenture entitled
"Defeasance and Discharge" shall be applicable to the Notes.


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         (e) The provisions of Section 1403 of the Indenture entitled "Covenant
Defeasance" shall be applicable to the Notes.

         (f) The provisions of Article Twelve of the Indenture entitled "Sinking
Funds" shall not be applicable to the Notes.

         (g) The paying agent for the Notes issued pursuant hereto shall be The
Bank of New York at its principal corporate trust office located at 101 Barclay
Street, 21W, Floor, Corporate Trust Administration, New York, NY 10286.

                            [Signature page follows]
















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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


                                        CARAUSTAR INDUSTRIES, INC.


                                        By: /s/ H. Lee Thrash, III
                                           ------------------------------------
                                           Name: H. Lee Thrash, III
                                           Title: V.P. & CFO


[CORPORATE SEAL]


Attest:

By: /s/ Marinan R. Mays
    ----------------------------------
    Name: Marinan R. Mays
    Title: Corporate Secretary


                                        THE BANK OF NEW YORK, Trustee


                                        By: /s/ Marie E. Trimboli
                                            -----------------------------------
                                            Name: Marie E. Trimboli
                                            Title: Assistant Treasurer


[CORPORATE SEAL]