SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                        AMENDMENT NO. 13 TO SCHEDULE 13D


                  UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

                            BUCKEYE TECHNOLOGIES INC.
--------------------------------------------------------------------------------
                            (Name of Subject Company)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class Of Securities)

                                   11815H 10 4
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 LINDA M. CROUCH
                        207 MOCKINGBIRD LANE, SUITE 300
                          JOHNSON CITY, TENNESSEE 37604
                                 (423) 975-7623
--------------------------------------------------------------------------------
            (Name, Address and Telephone Numbers of Person Authorized
                     to Receive Notices and Communications)


                                June 7, 2004
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  which is the subject of this  Schedule  13D,  and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].


NOTE:    Six copies of this statement, including all exhibits, should be filed
         with the Commission. See Rule 13d-1(a) for other parties to whom copies
         are to be sent.


   2





-----------------------------------------------------------------------------------------------
CUSIP NO.  11815H 10 4                                                                  PAGE 2
-----------------------------------------------------------------------------------------------
                                                       
1.       Names of Reporting Persons. S.S. or                 Cannon Family Trust, Robert Howard
         I.R.S. Identification Nos. of Above                 Cannon and Richard Prosser
         Persons                                             Guenther, Co-Trustees
                                                             62-6300336
-----------------------------------------------------------------------------------------------
2.       Check the Appropriate Box if a Member               (a)
         of a Group (See Instructions)                       ----------------------------------
                                                             (b)  X
-----------------------------------------------------------------------------------------------
3.       SEC Use Only
-----------------------------------------------------------------------------------------------
4.       Source of Funds (See Instructions)                  Not applicable.
-----------------------------------------------------------------------------------------------
5.       Check if Disclosure of Legal Proceedings
         is Required Pursuant to Items 2(d) or 2(e)
-----------------------------------------------------------------------------------------------
6.       Citizenship or Place of Organization                Tennessee
-----------------------------------------------------------------------------------------------
Number of Shares          7.      Sole Voting Power          1,614,410
Beneficially           ------------------------------------------------------------------------
Owned by Each             8.      Shared Voting
Reporting Person                  Power
with                   ------------------------------------------------------------------------
                          9.      Sole Dispositive           1,614,410
                                  Power
                       ------------------------------------------------------------------------
                         10.      Shared Dispositive
                                  Power
-----------------------------------------------------------------------------------------------
11.      Aggregate Amount Beneficially Owned                 1,614,410
         by Each Reporting Person
-----------------------------------------------------------------------------------------------
12.      Check if the Aggregate Amount is
         Row (11) Excludes Certain Shares (See
         Instructions)
-----------------------------------------------------------------------------------------------
13.      Percent of Class Represented by Amount                  4.0%
         in Row (11)
-----------------------------------------------------------------------------------------------
14.      Type of Reporting Person (See                          00
         Instructions)








   3

     This  Amendment  No. 13 to the  Schedule  13D  relating to shares of common
stock,  $.01 par value (the "Common  Stock"),  of Buckeye  Technologies  Inc., a
Delaware corporation (the "Issuer"),  is being filed by the Cannon Family Trust,
Robert Howard Cannon and Richard Prosser Guenther, Co-Trustees ("CFT"), in order
to report a decrease  in its  beneficial  ownership  of  greater  than 1% of the
Common Stock of Issuer.

     Schedule 13D was filed in December 1995 reflecting the initial  acquisition
by the Robert E. Cannon Grantor Retained Annuity Trust, Robert Howard Cannon and
Richard Prosser Guenther,  Co-Trustees (the "REC GRAT"),  and the Kathryn Gracey
Cannon Grantor Retained Annuity Trust,  Robert Howard Cannon and Richard Prosser
Guenther,  Co-Trustees (the "KGC GRAT"), of shares of the Issuer.  (The REC GRAT
and the KGC GRAT were  subsequently  merged into the CFT.) At that time, the REC
GRAT acquired 2,755,998 shares from the grantor, Robert E. Cannon at no cost and
1,066,082  shares  purchased in the Issuer's  initial public  offering.  At that
time,  the KGC GRAT had acquired  2,755,830  shares from the grantor,  Robert E.
Cannon at no cost and 1,066,080  shares purchased in the issuer's initial public
offering.

     Amendment  No. 1 to the  Schedule  13D was  filed in July  1996  reflecting
additional acquisitions of the Issuer's Common Stock by the REC GRAT and the KGC
GRAT.  At  that  time,  the  REC  GRAT  acquired  940,534  shares  in a  private
transaction and 30,284 in the Issuer's secondary offering. At that time, the KGC
GRAT acquired  880,686  shares in a private  transaction  and 30,292 shares were
purchased in the Issuer's secondary offering.

     Amendment  No. 2 to the Schedule  13D was filed in March 1999  reflecting a
decrease in ownership  of the Issuer's  Common Stock by the REC GRAT and the KGC
GRAT.  At that time the REC GRAT  distributed  254,112  shares  and the KGC GRAT
distributed  246,927  shares  of  the  Issuer  to  Katherine  Cannon  Warren,  a
beneficiary of the REC GRAT and the KGC GRAT.

     Amendment  No. 3 to the  Schedule  13D was filed in June 1999  reflecting a
decrease in ownership  of the Issuer's  Common Stock by the REC GRAT and the KGC
GRAT.  At that time the REC GRAT  distributed  297,308  shares  and the KGC GRAT
distributed  236,058  shares  of  the  Issuer  to  Katherine  Cannon  Warren,  a
beneficiary of the REC GRAT and the KGC GRAT.

     Amendment No. 4 to the Schedule 13D was filed in November 1999 reflecting a
decrease in ownership  of the Issuer's  Common Stock by the REC GRAT and the KGC
GRAT. At that time,  the REC GRAT  distributed  274,692  shares and the KGC GRAT
distributed  197,609  shares  of  the  Issuer  to  Katherine  Cannon  Warren,  a
beneficiary of the REC GRAT and the KGC GRAT.

     Amendment  No. 5 to the  Schedule  13D was filed in June 2000  reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT  distributed  428,626  shares of the Issuer to Katherine  Cannon  Warren,  a
beneficiary of the CFT.

     Amendment No. 6 to the Schedule 13D was filed in September 2000  reflecting
a decrease in ownership  of the Issuer's  Common Stock by the CFT. At that time,
the CFT distributed  500,000 shares of the Issuer to Katherine  Cannon Warren, a
beneficiary of the CFT.

     Amendment No. 7 to the Schedule 13D was filed in February 2001 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT  distributed  825,000  shares of the Issuer to Katherine  Cannon  Warren,  a
beneficiary of the CFT.

     Amendment  No. 8 to the Schedule 13D was filed in August 2001  reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT  distributed  836,610  shares of the Issuer to Katherine  Cannon  Warren,  a
beneficiary of the CFT.

     Amendment No. 9 to the Schedule 13D was filed in December 2001 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT  distributed  640,000  shares of the Issuer to Katherine  Cannon  Warren,  a
beneficiary of the CFT.

     Amendment  No. 10 to the Schedule 13D was filed in March 2002  reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT  distributed  25,000 shares of the Issuer to a charitable  organization  and
made a distribution of 600,000 shares of the Issuer to Katherine  Cannon Warren,
a beneficiary of the CFT.

     Amendment No. 11 to the Schedule 13D was filed in August 2003  reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT made distributions of (i) 50,000 shares to each of T. Hall Cannon, R. Howard
Cannon and Katherine  Cannon Warren,  beneficiaries  of the CFT and (ii) 500,000
shares to Katherine Cannon Warren, a beneficiary of the CFT.

     Amendment No. 12 to the Schedule 13D was filed in January 2004 reflecting a
decrease in ownership of the Issuer's Common Stock by the CFT. At that time, the
CFT made distributions of (i) 50,000 shares to each of T. Hall Cannon, R. Howard
Cannon and Katherine  Cannon Warren,  beneficiaries  of the CFT and (ii) 500,000
shares to Katherine Cannon Warren, a beneficiary of the CFT.


                                      - 3 -
   4

ITEM 1. SECURITY AND ISSUER.

     The title and class of equity securities to which this statement relates is
Common  Stock,  par value  $.01.  The name of the  subject  company  is  Buckeye
Technologies  Inc.  and its  principal  executive  offices  are  located at 1001
Tillman Street, Memphis, Tennessee 38108.

ITEM 2. IDENTITY AND BACKGROUND.


     (a) The entity  filing this  Amendment  No. 13 to the  Schedule  13D is the
Cannon  Family  Trust,  Robert  Howard  Cannon  and  Richard  Prosser  Guenther,
Co-Trustees ("CFT").


     (b) The  principal  business  address  of all of the Cannon  Family  Trust,
Robert  Howard  Cannon and Richard  Prosser  Guenther is 432 East  Racquet  Club
Place, Memphis, Tennessee 38117.

     (d) and (e) Neither the CFT nor its  co-trustees,  Robert Howard Cannon and
Richard Prosser Guenther have, during the last five years, (i) been convicted in
a criminal proceeding  (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative  body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.

     (c) and (f) Not Applicable.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Not Applicable

ITEM 4. PURPOSE OF TRANSACTION.


     The CFT, pursuant to its terms, made distributions  totaling 600,000 shares
to Katherine  Cannon  Warren,  a  beneficiary  of the CFT.  These  distributions
reduced the  ownership  of Common Stock of the Issuer by the CFT by greater than
1% of the outstanding  Common Stock of the Issuer. The CFT continues to hold the
remaining shares of the Issuer for investment purposes only.


ITEM 5. INTEREST IN SECURITIES OF ISSUER.


     (a) The  calculations in this Item are based upon 37,172,508  shares issued
and  outstanding  as of April 26,  2004(as  reported in the  Issuer's  Quarterly
Report on form 10-Q filed with the Securities and Exchange Commission).  The CFT
is now the  beneficial  owner  of  1,614,410  shares,  representing  4.0% of the
outstanding shares of Common Stock of the Issuer.


     (b) Robert Howard Cannon and Richard Prosser  Guenther,  co-trustees of the
CFT,  have the sole power to vote or to direct  the vote,  and the sole power to
dispose or to direct the disposition of all of the shares of Common Stock of the
Issuer owned by the CFT.

     (c) Not Applicable.

     (d) Not Applicable.

     (e) Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

     Not Applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     None.

                                      - 4 -

   5



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Date: June 9, 2004


                                      CANNON FAMILY TRUST

                                      By: /s/ Robert Howard Cannon
                                          --------------------------------------
                                          Robert Howard Cannon, Co-Trustee

                                      By: /s/ Richard Prosser Guenther
                                          --------------------------------------
                                           Richard Prosser Guenther, Co-Trustee














                                     - 5 -