JEFFERSON SMURFIT CORP U S
10-Q, 1994-11-04
PAPERBOARD MILLS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 10-Q





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

For Quarter Ended September 30, 1994    
Commission File Number 0-11951



                       JEFFERSON SMURFIT CORPORATION (U.S.)         
                                                       
            (Exact name of registrant as specified in its charter)

           Delaware                                     36-2931273 
         
(State or other jurisdiction of               (IRS Employer
Identification No.)   incorporation or organization)

               8182 Maryland Avenue,  St. Louis, Missouri   63105  
              (Address of principal executive offices)    (Zip Code)

                               (314) 746-1100                      
              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 X       No     


                     APPLICABLE ONLY TO CORPORATE ISSUERS:


      As of October 15, 1994, the registrant had outstanding 1,000
shares of common stock, $.01 par value per share.

<PAGE>
<TABLE>
                        PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements


                     JEFFERSON SMURFIT CORPORATION (U.S.)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In millions)
                                  (Unaudited)
<CAPTION>
                                              Three months ended     Nine months ended
                                                September 30,          September 30,   
                                               1994        1993       1994      1993  

<S>                                           <C>       <C>        <C>        <C>
Net sales                                     $858.4    $ 745.7    $2,352.0   $2,216.5

Costs and expenses
  Cost of goods sold                           722.8      648.2     2,006.9    1,917.0
  Selling and administrative expenses           55.1       57.4       162.2      177.1
  Restructuring charge                                     96.0                   96.0
  Environmental and other charges                          54.0                   54.0
                                               777.9      855.6     2,169.1    2,244.1

Income (loss) from operations                   80.5     (109.9)      182.9      (27.6)

Other income (expense)
  Interest expense                             (70.3)     (63.0)     (204.4)    (190.7)
  Other, net                                     1.7        1.2         4.8        3.5
                                               (68.6)     (61.8)     (199.6)    (187.2)

    Income (loss) before income taxes, 
    extraordinary item and cumulative 
    effect of accounting changes                11.9     (171.7)      (16.7)    (214.8)

Provision for (benefit from) income taxes        6.1      (55.0)       (2.3)     (68.0)

    Income (loss) before extraordinary 
    item and cumulative effect of 
    accounting changes                           5.8     (116.7)      (14.4)    (146.8)

Extraordinary item
  Loss from early extinguishment of
  debt, net of income tax benefits                                    (51.6)     (37.8)

Cumulative effect of accounting changes
  Post-retirement benefits                                                       (37.0)
  Income taxes                                                                    20.5

    Net income (loss)                         $  5.8    $(116.7)   $  (66.0)  $ (201.1)
</TABLE>




See notes to consolidated financial statements.
<PAGE>
<TABLE>
                        JEFFERSON SMURFIT CORPORATION (U.S.)
                             CONSOLIDATED BALANCE SHEETS
                          (In millions, except share data)
<CAPTION>
                                                  
                                                      September 30,       December 31,    
                                                          1994                1993    
                                                      (unaudited)      
<S>                                                     <C>                 <C>
ASSETS    
Current assets
  Cash and cash equivalents                             $   81.2            $   44.2
  Receivables, less allowances of
    $9.0 in 1994 and $9.2 in 1993                          332.1               243.2
  Inventories
    Work-in-process and finished goods                      85.1                96.1
    Materials and supplies                                 130.4               137.2
                                                           215.5               233.3
  Deferred income taxes                                     41.1                41.9
  Prepaid expenses and other current assets                  2.8                 5.9
    Total current assets                                   672.7               568.5

Property, plant and equipment                            2,029.3             1,937.7
  Less accumulated depreciation and amortization           636.1               563.2
                                                         1,393.2             1,374.5
                                                        
Timberland, less timber depletion                          256.2               261.5
Deferred debt issuance costs                                84.6                52.3
Goodwill, less accumulated amortization of
  $33.2 in 1994 and $27.6 in 1993                          256.8               261.4
Due from Jefferson Smurfit Corporation                      15.9
Other assets                                                85.7                78.9
                                                        $2,765.1            $2,597.1
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S DEFICIT
<S>                                                     <C>                 <C>
Current liabilities                                             
  Current maturities of long-term debt                  $    8.4            $   10.3
  Accounts payable                                         359.1               270.6
  Accrued compensation and payroll taxes                   115.0               110.1
  Interest payable                                          94.1                52.6
  Other accrued liabilities                                 99.0                84.9
    Total current liabilities                              675.6               528.5

Long-term debt, less current maturities                         
  Nonsubordinated                                        1,615.1             1,839.4
  Subordinated                                             775.0               779.7
    Total long-term debt                                 2,390.1             2,619.1

Other long-term liabilities                                225.2               257.1
Deferred income taxes                                      194.7               232.2
Minority interest                                           16.8                18.0
Stockholder's deficit                                           
  Common stock, par value $.01 per share;
    1,000 shares authorized and outstanding
  Additional paid-in capital                             1,118.3               731.8
  Retained earnings (deficit)                           (1,855.6)           (1,789.6)
    Total stockholder's deficit                           (737.3)           (1,057.8)
                                                        $2,765.1            $2,597.1
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                         JEFFERSON SMURFIT CORPORATION (U.S.)
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (In millions)
                                       (Unaudited)


                                                                   Nine months ended
                                                                     September 30,     
                                                                  1994           1993   

<S>                                                            <C>             <C>
Cash flows from operating activities                           $  (66.0)       $(201.1)
  Net loss                                                       
  Adjustments to reconcile net loss to net                             
  cash provided by operating activities
  Extraordinary loss from early 
  extinguishment of debt                                           83.2           59.5
  Cumulative effect of accounting changes                                             
     Post-retirement benefits                                                     58.9
     Income taxes                                                                (20.5)
  Restructuring charge                                                            96.0
  Environmental and other charges                                                 54.0
  Depreciation, depletion and amortization                         98.7           96.6
  Amortization of deferred debt issuance costs                      7.3            6.2
  Deferred income taxes                                           (36.8)        (146.9)
  Non-cash interest                                                15.4           13.2
  Non-cash employee benefit expense                                (7.4)          (6.9)
  Change in current assets and liabilities,
  net of effects from acquisitions
    Receivables                                                   (99.7)         (25.1)
    Inventories                                                    17.8           (7.4)
    Prepaid expenses and other current assets                       2.9            3.9
    Accounts payable and accrued liabilities                       32.3           43.1
    Interest payable                                               44.9           32.0
    Income taxes payable                                             .7           21.5
  Other, net                                                       (6.9)           1.3  
  Net cash provided by operating activities                        86.4           78.3

Cash flows from investing activities
  Property additions                                              (92.4)         (71.7)
  Timberland additions                                            (11.4)         (11.3)
  Investment in affiliates                                                         (.1)
  Proceeds from property and timberland disposals                   1.6            3.6
  Net cash used for investing activities                         (102.2)         (79.5)

Cash flows from financing activities
  Capital contribution                                            386.5
  Proceeds from long-term borrowings                              967.8          529.2
  Repayment of long-term debt                                  (1,224.6)        (505.9)
  Deferred debt issuance costs                                    (76.9)         (20.9)
  Net cash provided by financing activities                        52.8            2.4

Increase (decrease) in cash and cash equivalents                   37.0            1.2
Cash and cash equivalents                                                             
  Beginning of period                                              44.2           45.0
  End of period                                                $   81.2        $  46.2


</TABLE>
See notes to consolidated financial statements.
<PAGE>
                     JEFFERSON SMURFIT CORPORATION (U.S.)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         (Tabular amounts in millions)
                                  (Unaudited)


1. -- Basis of Presentation

The accompanying consolidated financial statements of Jefferson
Smurfit Corporation (U.S.) ("the Company" or "JSC U.S.") 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
financial position and results of operations.  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.  For further information refer
to the consolidated financial statements and footnotes included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993, filed on March 31, 1994 with the Securities and
Exchange Commission (the "JSC U.S. 1993 10-K").  

As further explained in the JSC U.S. 1993 10-K, JSC U.S. is a
wholly-owned subsidiary of Jefferson Smurfit Corporation ("JSC"). 
Prior to May 4, 1994, 50% of the voting stock of JSC was owned by
Smurfit Packaging Corporation and Smurfit Holdings B.V., indirect
wholly-owned subsidiaries of Jefferson Smurfit Group plc ("JS
Group"), a public corporation organized under the laws of the
Republic of Ireland.  As of such date, the remaining 50% was owned
by the Morgan Stanley Leveraged Equity Fund II, L.P.  ("MSLEF II"). 
JSC has no operations other than its investment in JSC U.S.

In May 1994, JSC completed the initial phase of a recapitalization
plan (the "Recapitalization") to repay or refinance a substantial
portion of its indebtedness in order to improve operating and
financial flexibility.  In connection with the Recapitalization, 
(i) JSC issued and sold 19,250,000 shares of common stock pursuant
to a registered public offering at an initial public offering price
of $13.00 per share,  (ii) JS Group, through its wholly-owned
subsidiary Smurfit International B.V. ("SIBV"), purchased an
additional 11,538,462 shares of common stock for $150 million, and 
(iii) Container Corporation of America ("CCA") issued and sold $300
million aggregate principal amount of 11.25% Series A Senior Notes
due 2004 and $100 million aggregate principal amount of 10.75%
Series B Senior Notes due 2002 pursuant to a registered public
offering.  The proceeds from the equity and debt offerings, the
sale to SIBV, and borrowings under a new bank facility, among other
things, were used to repay the Company's outstanding bank debt. 
The new bank facility includes as the second phase of the
Recapitalization, a delayed term loan which will enable the Company
to redeem CCA's 13.5% Senior Subordinated Notes due 1999, 14.0%
Subordinated  Debentures due 2001 and 15.5% Junior Subordinated
Accrual Debentures due 2004 (collectively the "Subordinated Debt")
and pay related premiums on approximately December 1, 1994, the
earliest date the Subordinated Debt may be redeemed.

Prior to the recapitalization, JSC had been named "SIBV/MS
Holdings, Inc." and JSC (U.S.) had been named "Jefferson Smurfit
Corporation".
<PAGE>
2. --  Summarized Financial Information of Container Corporation of
America

The following summarized financial information is presented for
CCA, a wholly-owned subsidiary of the Company.  CCA is the issuer
of the Senior Subordinated Notes, the Subordinated Debentures and
the Junior Subordinated Accrual Debentures, as defined in the JSC
U.S. 1993 10-K.  These securities are guaranteed by JSC.

Condensed consolidated balance sheets:
<TABLE>
<CAPTION>
                                                                                     
                                                        September 30,       December 31,
                                                             1994               1993    

<S>                                                       <C>                 <C>
Current assets                                            $  654.6            $  448.1
Property, plant and equipment and timberlands, net         1,085.5             1,073.5
Due from JSC                                               1,260.2             1,244.3
Deferred debt issuance costs                                  83.4                50.5
Goodwill                                                      91.6                93.7
Other assets                                                  59.5                54.8
  Total assets                                            $3,234.8            $2,964.9

Current liabilities                                       $  407.3            $  264.4
Long-term debt                                             2,114.3             2,378.4
Deferred income taxes and other liabilities                  372.0               371.6
Stockholder's equity (deficit)                               341.2               (49.5)
  Total liabilities and stockholder's deficit             $3,234.8            $2,964.9

</TABLE>
Condensed consolidated statement of operations:
<TABLE>
<CAPTION>
                                                  Three months ended   Nine months ended
                                                     September 30,      September 30,   
                                                   1994        1993     1994      1993  

<S>                                               <C>         <C>     <C>       <C>
Net sales                                         $598.3      $491.2  $1,601.7  $1,456.0
Costs and expenses                                 537.7       455.1   1,466.5   1,343.9
Restructuring charge                                            23.7                23.7
Environmental and other charges                                 41.3                41.3
Interest expense                                    64.8        58.7     189.4     177.9
Interest income from JSC                            46.8        43.8     136.3     129.1
Other income (expense), net                           .7         (.1)      6.3          
Income (loss) before income taxes, 
  extraordinary item and cumulative
  effect of accounting change                       43.3       (43.9)     88.4      (1.7)
Provision for (benefit from) income taxes           16.3        (7.5)     32.6       9.5
Extraordinary item
  Loss from early extinguishment
  of debt, net of income tax benefits                                    (51.6)    (37.8)
Cumulative effect of change in accounting
  for post-retirement benefits                                                      (4.7)

  Net income (loss)                               $ 27.0      $(36.4) $    4.2  $  (53.7)
</TABLE>
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

Results of Operations
The following tables present net sales on a segment basis for the three
months and nine months ended September 30, 1994 and 1993 and an analysis
of the increases or (decreases) in net sales:
<TABLE>
<CAPTION>
                                Net Sales by Segment
                                    (In Millions)

                                             Three months ended     Nine months ended
                                                September 30,         September 30,       
                                              1994        1993       1994       1993  
<S>                                          <C>         <C>       <C>        <C>
Paperboard/Packaging Products                $791.1      $684.7    $2,160.8   $2,033.4
Newsprint                                      67.3        61.0       191.2      183.1
  Total net sales                            $858.4      $745.7    $2,352.0   $2,216.5
</TABLE>
<TABLE>
<CAPTION>
  
                                   Net Sales Analysis
                                      (In Millions)

                                              Three months 1994       Nine months 1994    
                                                compared to             compared to
                                              three months 1993       nine months 1993    
                                     
<S>                                              <C>                      <C>
Increase (decrease) due to:
Sales price and product mix
  Paperboard/Packaging Products                  $ 79.8                   $ 58.6
  Newsprint                                         6.2                      6.4      
                                                   86.0                     65.0
Sales Volume
  Paperboard/Packaging Products                    55.1                    153.9
  Newsprint                                          .1                      1.7
                                                   55.2                    155.6
Acquisitions and new facilities
  Paperboard/Packaging Products                     1.7                      3.8

Plant closings
  Paperboard/Packaging Products                   (30.2)                   (88.9)
    Net sales increase                           $112.7                   $135.5
</TABLE>

The Company's net sales were at record levels for the three months
and nine months ended September 30, 1994.  In the three month
period, net sales increased 15.1% to $858.4 million, compared to
$745.7 million for the same period in 1993.  For the nine months
ended September 30, 1994, net sales increased 6.1% to $2,352.0
million, compared to $2,216.5 million for the same period in 1993.

The increase in Paperboard/Packaging Products segment sales for the
three months ended September 30, 1994 was due primarily to
improvements in product pricing, particularly for containerboard
and reclamation products, and sales volume.  Shipments of
corrugated shipping containers set a record in the third quarter,
increasing approximately 6% during the period.  The increase for
the nine months ended September 30, 1994 was due primarily to
higher sales volumes, particularly for containerboard products. 
Containerboard sales prices have gained steadily this year,
recovering from the severe price deterioration in the second half
of last year.  An additional price increase was implemented for
containerboard at the beginning of the fourth quarter.  Sales
growth was mitigated by the shutdown of several operating
facilities in connection with the Company's Restructuring Program
(as defined below).
<PAGE>
The increase in net sales for the Newsprint segment was due
primarily to higher sales prices, reflecting improvements in
demand.  Price discounts were reduced in May and August of this
year.

Cost of goods sold as a percent of net sales for the nine months
ended September 30, 1994 and 1993 were 83.8% and 85.0%,
respectively, for the Paperboard/Packaging Products segment and
102.0% and 104.8%, respectively, for the Newsprint segment.  The
decrease for both of the Company's segments is due, in part, to the
aforementioned increases in sales prices.  The price of reclaimed
fibre, a key element of the Company's raw materials cost, was
substantially higher in the third quarter compared to prior periods
due to increased demand.  While such prices appear to have peaked
during the third quarter, the Company expects its cost of fibre
will remain substantially higher than in prior years.  It does not,
however, anticipate a problem satisfying its need for this material
in the foreseeable future.  Selling and administrative expenses
decreased to $162.2 million (8.4%) for the nine months ended
September 30, 1994 compared to $177.1 million for the same period
in 1993.    The decline in cost of goods sold as a percent of net
sales and the reduction in selling and administrative expenses are
due, in part, to cost reduction initiatives and the Restructuring
Program (as defined below).

In the third quarter of 1993, the Company recognized charges of
$96.0 million for a restructuring program (the "Restructuring
Program") to improve its long-term competitive position and $54.0
million for environmental and other charges.  The Restructuring
Program provided for plant closures, asset write-downs, reductions
in workforce, relocation of employees and consolidation of certain
plant operations, which are expected to be completed over an
approximate two to three year period.  In accordance with the
Restructuring Program, the Company closed certain high cost
operating facilities, including a coated recycled boxboard mill,
five converting plants and two reclamation plants in 1993 and 1994. 
Approximately $24 million (44%) of the $53 million of cash
expenditures anticipated under the Restructuring Program was paid
through the nine months ended September 30, 1994 as planned.  The
Company believes that a substantial portion of the remaining cash
expenditures related to the Restructuring Program will continue to
be funded through operations in 1994, 1995 and 1996, as originally
planned.

Income from operations was $182.9 million for the nine months ended
September 30, 1994 compared to a loss of $27.6 million for the same
period in 1993.

Interest expense of $204.4 million for the nine months ended
September 30, 1994 was $13.7 million higher than the comparable
period of 1993 due to higher effective interest rates in the 1994
period.

The benefit from income taxes for the nine months ended September
30, 1994 was $2.3 million.  The effective tax rate for the period
was lower than the Federal statutory tax rate due to several
factors, the most significant of which was the nondeductibility of
goodwill amortization.

The Company had a loss before extraordinary item and cumulative
effect of accounting changes for the nine months ended September
30, 1994 and 1993 of $14.4 million and $146.8 million,
respectively.  The Company recorded an extraordinary loss from the
early extinguishment of debt in the second quarter of each year,
bringing the net loss for the nine months ended September 30, 1994
and 1993 to $66.0 million and $201.1 million, respectively.  The
net loss for the 1993 period also included a net charge of $16.5
million for the cumulative effects of accounting changes related to
the adoption of Statement of Financial Accounting Standards
("SFAS") No. 106, "Employers' Accounting 
for Postretirement Benefits Other Than Pensions" and SFAS No. 109,
"Accounting for Income Taxes".
<PAGE>
Liquidity and Capital Resources
The Company's primary uses of cash for the next several years will
be to pay operating expenses, fund capital expenditures and service
debt.

In May 1994, the Company implemented the first phase of a
recapitalization plan to repay or refinance a substantial portion
of indebtedness in order to improve operating and financial
flexibility by reducing the level and overall cost of debt,
extending maturities of indebtedness, increasing stockholders'
equity and increasing access to capital markets (the
"Recapitalization").  The Recapitalization included the following: 
(i) the issuance and sale by CCA of $300 million aggregate
principal amount of 11.25% Series A Senior Notes due 2004 and $100
million aggregate principal amount of 10.75% Series B Senior Notes
due 2002 (the "Debt Offerings"); and (ii) the issuance and sale by
JSC of 19,250,000 shares of JSC Common Stock (the "Equity
Offerings") for $13.00 per share; (iii) the purchase by SIBV of
11,538,462 shares of JSC's Common Stock for $13.00 per share (the
"SIBV Investment"); and (iv) the entering into a new credit
agreement by JSC, JSC (U.S.) and CCA (the "New Credit Agreement")
consisting of a $450 million revolving credit facility (the "New
Revolving Credit Facility"), a $300 million initial term loan and
a $900 million delayed term loan (the "Delayed Term Loan").

The first step of the Recapitalization, pursuant to which the
Company applied the net proceeds of the Equity Offerings and the
SIBV Investment and a portion of the net proceeds of the Debt
Offerings, together with borrowings under the New Credit Agreement,
to pay in full the Company's previously outstanding bank debt, was
completed in May, 1994.  The second step of the Recapitalization
involves the application of borrowings, including borrowings under
the New Credit Agreement (including borrowings under the Delayed
Term Loan), to redeem CCA's (a) 13.5% Senior Subordinated Notes due
1999 (the "Senior Subordinated Notes"), (b) 14.0% Subordinated
Debentures due 2001 and (c) 15.5% Junior Subordinated Accrual
Debentures due 2004 (collectively the "Subordinated Debt") on
approximately December 1, 1994, the earliest date the Subordinated
Debt may be redeemed. Approximately $78 million of net proceeds of
the Debt Offerings were segregated primarily to fund a portion of
the Company's 1994 capital expenditures or to pay accrued and
unpaid interest on the Junior Subordinated Accrual Debentures due
December 1, 1994.  As of September 30, 1994, approximately $59
million of the segregated funds was used to fund capital
expenditures.  The remaining funds will be used to pay a portion of
the interest on the Junior Subordinated Accrual Debentures.  In
September 1994, the Company redeemed $20 million of Senior
Subordinated Notes.

The New Credit Agreement imposes an annual limit on future capital
expenditures of approximately $150.0 million.  The capital spending
limit is subject to increase by an amount up to $75 million in any
year if the prior year's spending was less than the maximum amount
allowed.  The Company has a carryover of $75.0 million for 1994. 
Capital expenditures consist of property and timberland additions
and acquisitions of businesses.  Capital expenditures for the nine
months ended September 30, 1994 were $103.8 million.  Because the
Company has invested heavily in its core businesses over the last
several years, management believes the annual limitation for
capital expenditures should not impair its plans for maintenance,
expansion and continued modernization of its facilities.  The New
Credit Agreement also prohibits the payment of any dividends by the
Company for the foreseeable future.

The Company has historically financed its operations through cash
provided by operations, borrowings under bank credit agreements and
debt and equity financings.  The Company expects that liquidity
will be provided by its operations and through the utilization of
unused borrowing capacity under its New Credit Agreement and the
accounts receivable securitization program (the "Securitization
Program").  At September 30, 1994, the Company had $346.2 million
in unused borrowing capacity under the New Credit Agreement and
borrowing capacity of $10.1 million under the Securitization
Program subject to the Company's level of eligible accounts
receivable.  There are no scheduled payments due on bank debt until
October 1995, at which time approximately $46.0 million will be
payable.  The Company is currently evaluating options relating to
refinancing the Securitization Program, which matures in April
1996.
<PAGE>
The Company's existing indebtedness imposes restrictions on its
ability to incur additional indebtedness.  Such restrictions,
together with the highly leveraged position of the Company, could
restrict corporate activities, including the Company's ability to
respond to market conditions, to provide for unanticipated capital
expenditures or to take advantage of business opportunities. 
However, the Company believes that cash provided by operations and
available financing sources will be sufficient to meet the
Company's cash requirements for the next several years.
<PAGE>



                              PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         During the quarter ended September 30, 1994 and subsequent
         thereto, the following developments occurred in Legal
         Proceedings not previously reported.

         CCA and the United States have reached two agreements in
         principle in connection with the previously reported litigation
         regarding a superfund site in Miami County, Ohio.  Pursuant to
         the first agreement in principle, CCA will pay $3.1 million in
         satisfaction of its alleged and/or potential liability for past
         and future response costs in connection with this site.  Under
         the second agreement in principle, CCA will pay $1.2 million in
         settlement of the pending litigation concerning CCA's allegedly
         improper responses to the document requests of the Environmental
         Protection Agency in connection with this site.  CCA anticipates
         that the settlement agreements and consent decrees necessary to
         implement these agreements in principle will be executed on
         behalf of the United States within the next few weeks.  The
         consent decree regarding past and future response costs will
         then be subject to public review prior to being entered by the
         court.

         JSC recently learned of possible noncompliance with certain
         provisions of its construction/operation permit at its D-
         Graphics labels plant located in Jacksonville, Florida.  In
         October, 1994, JSC voluntarily reported such possible
         noncompliance to state and local environmental authorities and
         suspended operations at this facility for several days until
         temporary operating authority through November 23, 1994 was
         obtained.  It is uncertain at this time whether the plant's
         operating authority will be extended beyond November 23, 1994. 
         JSC is unable to determine at this time whether any enforcement
         action will be initiated in connection with this matter,
         although at lease administrative enforcement action is likely.

         
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
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

  a)   The following exhibits are included in this Form 10-Q.

       None

  b)   Reports on Form 8-K

       The Company did not file any reports on Form 8-K during the three
       months ended September 30, 1994.

<PAGE>




                                     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.




                            JEFFERSON SMURFIT CORPORATION (U.S.) 
                            (Registrant)





Date   November 4, 1994          /s/  John R. Funke        
                                      John R. Funke
                                      Vice President
                                      and Chief Financial Officer
                                     (Principal Accounting Officer)



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<MULTIPLIER> 1,000
       
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<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          81,200
<SECURITIES>                                         0
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                                0
                                          0
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<OTHER-EXPENSES>                               162,200
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