EXHIBIT 2

                             JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13G (including amendments thereto) with respect to the
common stock, par value $0.01 per share, of Smurfit-Stone Container
Corporation, a Delaware corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.

     In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this February 13, 2003.

     This Schedule may be executed in two or more counterparts, any one of
which need not contain the signature of more than one party, but all such
parties taken together will constitute part of this Schedule.


MORGAN STANLEY

By: /s/ Dennine Bullard
   --------------------------------------------
   Name:   Dennine Bullard
   Title:  Authorized Signatory


MORGAN STANLEY LEVERAGED EQUITY FUND II, INC..

By: /s/ Andrew N. Siegel
   --------------------------------------------
   Name:   Andrew N. Siegel
   Title:  Secretary


THE MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P.
By:  Morgan Stanley Leveraged Equity Fund II, Inc.
     as General Partner

By: /s/ Andrew N. Siegel
   --------------------------------------------
   Name:   Andrew N. Siegel
   Title:  Secretary


MORGAN STANLEY EQUITY INVESTORS INC.

By: /s/ Andrew N. Siegel
   --------------------------------------------
   Name:   Andrew N. Siegel
   Title:  Secretary


SIBV/MS EQUITY INVESTORS, L.P.

By: /s/ Andrew N. Siegel
   --------------------------------------------
   Name:   Andrew N. Siegel
   Title:  Secretary


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