UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Packaging Corporation of America

B.

Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

 

Packaging Corporation of America
Thrift Plan for Hourly Employees

				Page
A.		Financial Statements
		Report of Independent Registered Public Accounting Firm			3
		Financial Statements:
		Statements of Net Assets Available for Benefits			4
		Statements of Changes in Net Assets Available for Benefits			5
		Notes to Financial Statements			6
B.		Supplemental Schedule
		Schedule H, Line 4i — Schedule of Assets (Held at End of Year)			11
C.		Exhibit
		Item 23.1 Consent of Independent Registered Public Accounting Firm			14

Report of Independent Registered Public Accounting Firm

Benefits Administration Committee
Packaging Corporation of America Thrift Plan for Hourly Employees

We have audited the accompanying statements of net assets available for benefits of the Packaging Corporation of America Thrift Plan for Hourly Employees as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Chicago, Illinois
June 17, 2008

Packaging Corporation of America
Thrift Plan for Hourly Employees

		December 31,
		2007				2006
Assets
Interest in Master Trust		$	125,776,112			$	111,348,372
Participant loans			3,162,296				2,756,043
Contributions receivable:
Company			36,211				51,156
Participant			121,438				187,172
			129,096,057				114,342,743
Liabilities
Administrative expenses			29,217				28,729
Refund of excess contributions			16,570				22,063
			45,787				50,792
Net assets at fair value			129,050,270				114,291,951
Adjustment from fair value to contract value			204,101				846,133
Net assets available for benefits		$	129,254,371			$	115,138,084

See accompanying notes.

Packaging Corporation of America
Thrift Plan for Hourly Employees

		Year Ended
		December 31,
		2007				2006
Additions
Contributions:
Participants		$	8,896,058			$	8,383,250
Company			2,448,059				2,297,068
Rollover			224,454				106,724
Net investment income from Master Trust			9,911,870				9,495,655
Interest income from participant loans			194,892				144,546
Total additions			21,675,333				20,427,243
Deductions
Benefit payments			7,349,689				5,851,269
Administrative expenses			209,357				190,117
Total deductions			7,559,046				6,041,386
Net increase			14,116,287				14,385,857
Net assets available for benefits:
Beginning of year			115,138,084				100,752,227
End of year		$	129,254,371			$	115,138,084

See accompanying notes.

Packaging Corporation of America
Thrift Plan for Hourly Employees

1. Description of the Plan

     The following description of the Packaging Corporation of America (the “Company” or “PCA”) Thrift Plan for Hourly Employees (the “Plan”) provides general information. Participants should refer to the applicable Summary Plan Description, including the special appendix sections (“Special Appendix”) for a more complete description of eligibility requirements, contribution limits, Company matching contributions, and vesting provisions.

General

     The Plan is a defined-contribution plan, established February 1, 2000, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Plan covers eligible hourly employees of the Company, its subsidiaries, and the covered groups that have adopted the Plan.

Contributions

     Eligible employees electing to participate in the Plan may make salary deferral contributions through payroll deductions based upon the deferral percentage limits specified in each covered location’s Special Appendix, with such contributions limited to $15,500 in 2007 and $15,000 in 2006 for employees under age 50 and $20,500 in 2007 and $20,000 in 2006 for employees age 50 and older. The Company contributes on behalf of the participants a matching contribution equal to an amount detailed in each location’s Special Appendix. The Company matching contributions are invested in the Plan’s investment funds based on the participant investment elections.

Participant Accounts

     Each participant’s account is credited with the participant’s contributions, Company contributions, and an allocation of Plan earnings or losses and is charged with an allocation of administrative expenses. Allocations are based on each participant’s account balance, as defined, in relation to the balance of all participants’ account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

     Participants are immediately 100% vested in the value of their pre-tax contributions and rollovers from other qualified plans.

     The Company’s matching contribution vests in accordance with the schedule detailed in each covered location’s Special Appendix. To the extent a participant is not 100% vested in the Company’s matching contributions, upon attainment of age 65, or termination of employment due to death or permanent disability, a participant will become 100% vested in the Company’s matching contributions. Forfeited non-vested accounts are applied to reduce future Company contributions.

Investment Options

     Participants may elect to invest their account balances in any of the available investment options provided by the Plan. Participants may change their investment options on any business day, subject to certain short-term trading restrictions outlined in the Summary Plan Description.

Benefit Payments

     In the event of retirement, as defined, death, permanent disability, or termination of employment, the vested balance in the participant’s account will be distributed to the participant or the participant’s beneficiary in a single lump-sum cash payment. The portion of the participant’s account invested in the PCA Common Stock Fund will be distributed in kind unless elected to be distributed in cash.

     Certain participants, as specified in each covered location’s Special Appendix, who have attained age 55 may elect an in-service withdrawal from their vested Company matching contribution account. Participants, as specified in each location’s Special Appendix, who have attained age 59¹/2 may elect to withdraw all or part of their account balance.

     Certain participants, as specified in each covered location’s Special Appendix, may, subject to the approval of the Plan Administrator, make a hardship withdrawal from their salary deferral contributions. A hardship withdrawal can only be made in the event of a financial need constituting a hardship.

Administrative Expenses

     Administrative expenses are paid from Plan assets, to the extent not paid by the Company.

Participant Loans

     Certain participants, as specified in each covered location’s Special Appendix, may borrow an amount up to the lesser of $50,000 or 50% of their vested account balance. The minimum loan amount is $1,000. Such loans bear interest at the prime rate as published by the Wall Street Journal and are secured by the participant’s account balance in the Plan. Loans must be repaid within 54 months with principal and interest payments made primarily through payroll deductions. Employees on unpaid leave may continue to repay loans via personal check or money order during their period of absence. Participants also have the ability to elect to make a one-time prepayment of their outstanding loan balance, of which payment can be made via personal check or money order.

Plan Termination

     Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

2. Significant Accounting Policies

Basis of Accounting

     The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

     The Plan’s beneficial interest in the PCA Defined Contribution Master Trust (the “Master Trust”) represents the Plan’s share of the Master Trust’s investments stated at fair value. Securities traded on a national securities exchange are valued by the Master Trust at the last reported sales price on the last business day of the plan year, and investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued by the Master Trust at the average of the last reported bid and ask prices. The fair value of mutual funds and the commingled fund were based on quoted redemption values on the last business day of the Plan’s fiscal year. Short-term investments are stated at cost which approximates fair value. Participant loans are stated at their unpaid principal balance, which approximates fair value.

     As described in Financial Accounting Standards Board Staff Position AAG INV-1 (the “FSP”) and SOP 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans”, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Effective December 7, 2007, the Plan began investing in the JP Morgan Stable Value Fund, a separate account fund created specifically for the Plan, which invests in an intermediate fixed income bond fund paired with fully benefit-responsive synthetic guaranteed investment contracts (“GICs”). The JP Morgan Stable Value Fund is comprised of three types of investments: the JP Morgan Liquidity Fund, the JP Morgan Intermediate Bond Fund and wrap contracts. As required by the FSP, the statements of net assets available for benefits present the fair value of the underlying investments associated to the fully benefit-responsive investment contracts and the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The underlying investments (JP Morgan Intermediate Bond Fund and JP Morgan Liquidity Fund) of the synthetic GICs are valued at quoted redemption values on the last business day of the Plan’s fiscal year. The fair value of the wrap contracts, which is zero, is determined using the market approach discounting methodology that incorporates the difference

between current market level rates for contract level wrap fees and the wrap fee being charged. The difference is calculated as a dollar value and discounted by the prevailing interpolated swap rate as of period end. The contract value of the fully benefit-responsive investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses. Prior to December 7, 2007, the Plan invested in the PRIMCO IRT Stable Value Fund, which was valued based on the fair value of the underlying investments as determined by the fund sponsor.

     Purchases and sales of securities are recorded on the settlement date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Investment Contracts

     The JP Morgan Stable Value Fund consists of three fully benefit-responsive wrap contracts. The JP Morgan Stable Value Fund provides principal preservation plus accrued interest through fully benefit-responsive wrap contracts issued by a third party. The account is credited with interest as specified in the contract and charged for participant withdrawals and administrative expenses. The investment contract issuer is contractually obligated to repay the principal plus accumulated interest. The contract value represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value.

     There are no reserves against contract value for credit risk of the contract issuer. The crediting interest rate for the wrap contracts is calculated on a quarterly basis (or more frequently if necessary) using contract value, market value of the underlying fixed income portfolio, the yield of the portfolio, and the duration of the index, but cannot be less that zero.

     In certain circumstances, the amount withdrawn from the wrap contract would be payable at fair value rather that at contract value. These events include: (i) termination of the Plan, (ii) a material adverse change to the provisions of the Plan, (iii) if the employer elects to withdraw from a wrap contract in order to switch to a different investment provider, or (iv) if the terms of a successor plan (in the event of the spin-off or sale of a division) do not meet the wrap contract issuer’s underwriting criteria for issuance of a similar wrap contract.

     Examples of events that would permit a wrap contract issuer to terminate a wrap contract upon short notice include the Plan’s loss of its qualified status, uncured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these events was to occur, the wrap contract issuer could terminate the wrap contract at the market value of the underlying investments.

     The average yields for the JP Morgan Stable Value Fund are as follows:

		2007
Based on actual earnings			6.30	%
Based on interest rate credited to participants			5.51	%

Contributions

     Participant contributions are made through payroll deductions and recorded in the period the deductions are made. Company matching contributions are recorded in the same month the deductions are made.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassification

     Certain amounts in the 2006 financial statements have been reclassified to conform with the 2007 presentation.

3. Master Trust

     The Master Trust includes assets of the Plan and the Packaging Corporation of America Retirement Savings Plan for Salaried Employees. All of the Plan’s assets, with the exception of participant loans, are invested in the Master Trust. The purpose of the Master Trust is the collective investment of assets of the participating plans. Each participating plan’s interest in the Master Trust is based on the aggregate account balances of the participants in the respective participating plan. The Master Trust assets are allocated among the participating plans by assigning to each plan those transactions (primarily contributions, benefit payments, and plan-specific expenses) that can be specifically identified and by allocating among the participating plans, in proportion to the fair value of the assets attributable to each plan, income and expenses resulting from the collective investment of the assets of the Master Trust. At December 31, 2007, the Plan’s interest in the net assets of the Master Trust was 36.3%, with a fair value of $125,776,112. At December 31, 2006, the Plan’s interest in the net assets of the Master Trust was 36.5%, with a fair value of $111,348,372.

     The investments held by the Master Trust and the Plan’s percentage interest in each of the investments within the Master Trust are presented below.

						Plan’s								Plan’s
		December 31,				Percentage				December 31,				Percentage
		2007				Interest				2006				Interest
Assets
Mutual funds
Fidelity Growth Company		$	72,059,340				47.0	%		$	58,930,518				48.8	%
EuroPacific Growth			44,334,460				35.5				30,895,650				33.9
Artisan Small Cap			19,572,098				36.5				20,576,187				37.0
PIMCO Total Return Fund			18,845,545				32.3				14,096,400				36.7
Hotchkis and Wiley Core Value			16,869,009				33.5				22,057,498				30.7
American Balanced R4			13,785,929				44.0				10,890,279				48.7
Total mutual funds			185,466,381				40.2				157,446,532				40.7
Guaranteed investment contracts
JP Morgan Liquidity Fund			16,941,976				50.3				—				—
JP Morgan Intermediate Bond Fund			68,095,847				48.0				—				—
Total guaranteed investment contracts			85,037,823				48.5				—				—
Common collective trust
Primco IRT Stable Value Fund			—				—				76,116,034				49.7
Common stocks
PCA			43,374,888				4.8				36,845,796				3.8
Pactiv			6,351,050				19.2				9,961,429				19.9
Tenneco			1,330,563				20.0				1,455,486				20.7
Total common stocks			51,056,501				7.0				48,262,711				7.6
Commingled fund
BGI Equity Index Fund			23,664,814				27.0				21,754,485				25.3
Short-term investment fund
Short term investments			1,728,578				3.2				1,113,692				24.0
Total assets at fair value			346,954,097				36.3				304,693,454				36.5
Adjustment from fair value to contract value			417,403				48.9				1,702,420				49.7
Net assets available for benefits		$	347,371,500				36.3	%		$	306,395,874				36.6	%

     Investment income is allocated to each participating plan in the Master Trust at the end of each month. The allocation is based on each plan’s individual interest in the Master Trust.

     Investment income for the Master Trust was as follows:

		Year Ended
		December 31,
		2007				2006
Interest income		$	4,094,395			$	3,729,616
Dividends			2,777,653				2,707,182
Other income			459,481				353,930
Net realized and unrealized appreciation (depreciation) in fair value of:
Mutual funds			15,879,512				14,139,085
PCA common stock			9,221,343				(1,186,771	)
Other common stocks			(2,238,737	)			4,376,306
Commingled fund			1,271,122				2,873,200
Total investment income		$	31,464,769			$	26,992,548

4. Tax Status

     The Plan has received a determination letter from the Internal Revenue Service dated May 9, 2001, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.

5. Risks and Uncertainties

     The Master Trust invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

6. Reconciliation of Financial Statements to Form 5500

     The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:

		December 31,
		2007				2006
Net assets available for benefits per the financial statements		$	129,254,371			$	115,138,084
Amounts allocated to withdrawn participants			—				(101,969	)
Adjustment of investments from fair value to contract value			(204,101	)			(846,133	)
Net assets available for benefits per Form 5500		$	129,050,270			$	114,189,982

     Amounts allocated to withdrawn participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not paid as of year end.

Supplemental Schedule

Packaging Corporation of America
Thrift Plan for Hourly Employees

Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)

December 31, 2007

		Current
Description of Issue		Value
Participant loans — Interest rates ranging from 4.00% to 8.25% *		$3,162,296

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Administration Committee of Packaging Corporation of America has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBIT

Exhibit
Number		Description
23.1		Consent of Independent Registered Public Accounting Firm