SECURITIES AND EXCHANGE COMMISSION
                                
                                
                     Washington, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
                                
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                
                                
Date of Report (Date of earliest event reported)  June 29, 1994
                                
                                
                                
               JAMES RIVER CORPORATION OF VIRGINIA
     (Exact name of registrant as specified in its charter)
                                
                                
                            Virginia
         (State or other jurisdiction of incorporation)
                                
                                
     1-7911                                  54-0848173
(Commission File Number)                    (IRS Employer
                                        Identification Number)


          120 Tredegar Street, Richmond, Virginia 23219
  (Address of principal executive offices, including zip code)
                                
                                
Registrant's telephone number, including area code (804) 644-5411
                                
Item 5.   Other Events.

      On  June  29,  1994,  James River Corporation  of  Virginia
("James  River"  or  the  "Company") published  a  press  release
announcing  the  completion of a public  offering  of  15,000,000
depositary shares (the "Depositary Shares"), each representing  a
one-hundredth interest in a share of James River's  Series  P  9%
Cumulative Convertible Preferred Stock, $10 par value  per  share
(the  "Series  P  Preferred Stock").   The  shares  of  Series  P
Preferred  Stock  were  deposited with  Wachovia  Bank  of  North
Carolina, N.A. ("Wachovia"), as depositary, pursuant to a Deposit
Agreement dated as of June 22, 1994, among James River, Wachovia,
and  the  holders  from time to time of the  Depositary  Receipts
issued thereunder.  The Depositary Shares, the Series P Preferred
Stock,  and  an  indeterminate number of shares of the  Company's
common  stock, $.01 par value per share, as may be issuable  upon
or  in connection with the conversion or redemption of the Series
P  Preferred  Stock were registered under the Securities  Act  of
1933 by Registration Statements on Form S-3 (Registration No. 33-
53411  and Registration No. 33-54213).  James River entered  into
an  Underwriting Agreement related to the Depositary Shares  with
Salomon Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and J.P. Morgan Securities Inc.  for
themselves and as representatives of the other underwriters named
in  the  Underwriting  Agreement.   The  Underwriting  Agreement,
Articles  of  Amendment,  and  Deposit  Agreement  are  filed  as
exhibits to this Current Report on Form 8-K.  A copy of the press
release is filed herewith as Exhibit 99.


Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits:
     
          1.1  Underwriting Agreement, dated June 22, 1994, among
               James River, Salomon Brothers Inc, Merrill Lynch &
               Co.,   Merrill  Lynch,  Pierce,  Fenner  &   Smith
               Incorporated, and J.P. Morgan Securities  Inc.  --
               filed herewith
          
          3.1  Articles  of Amendment to the Amended and Restated
               Articles   of   Incorporation   of   James   River
               Corporation of Virginia Designating the  Series  P
               9%  Cumulative Convertible Preferred Stock ($10.00
               par value) -- filed herewith
          
          4.1  Deposit Agreement dated as of June 22, 1994, among
               James  River,  Wachovia Bank  of  North  Carolina,
               N.A., as Depositary, and the holders from time  to
               time  of Depositary Receipts issued thereunder  --
               filed herewith
          
          99   Press  release dated June 29, 1994,  published  by
               the registrant -- filed herewith

                           SIGNATURES


      Pursuant to the requirements of the Securities and Exchange
Act  of  1934, the registrant has duly caused this report  to  be
signed on its behalf by the undersigned hereunto duly authorized.

                              JAMES RIVER CORPORATION OF VIRGINIA



                              By:/s/Michael J. Allan
                                   Michael J. Allan
                                   Vice President, Treasurer


Date:    June 29, 1994
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{"company-data": {"conformed-name": "JAMES RIVER CORP OF VIRGINIA", "cik": "0000053117", "assigned-sic": "2621", "irs-number": "540848173", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07911", "film-number": "94537836"}, "business-address": {"street1": "120 TREDEGAR ST", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046445411"}}
SECURITIES AND EXCHANGE COMMISSION
                                
                                
                     Washington, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
                                
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                
                                
Date of Report (Date of earliest event reported)  June 29, 1994
                                
                                
                                
               JAMES RIVER CORPORATION OF VIRGINIA
     (Exact name of registrant as specified in its charter)
                                
                                
                            Virginia
         (State or other jurisdiction of incorporation)
                                
                                
     1-7911                                  54-0848173
(Commission File Number)                    (IRS Employer
                                        Identification Number)

          120 Tredegar Street, Richmond, Virginia 23219
  (Address of principal executive offices, including zip code)
                                
                                
Registrant's telephone number, including area code (804) 644-5411
                                
Item 5.   Other Events.

      On  June  29,  1994,  James River Corporation  of  Virginia
("James  River"  or  the  "Company") published  a  press  release
announcing  the  completion of a public  offering  of  15,000,000
depositary shares (the "Depositary Shares"), each representing  a
one-hundredth interest in a share of James River's  Series  P  9%
Cumulative Convertible Preferred Stock, $10 par value  per  share
(the  "Series  P  Preferred Stock").   The  shares  of  Series  P
Preferred  Stock  were  deposited with  Wachovia  Bank  of  North
Carolina, N.A. ("Wachovia"), as depositary, pursuant to a Deposit
Agreement dated as of June 22, 1994, among James River, Wachovia,
and  the  holders  from time to time of the  Depositary  Receipts
issued thereunder.  The Depositary Shares, the Series P Preferred
Stock,  and  an  indeterminate number of shares of the  Company's
common  stock, $.01 par value per share, as may be issuable  upon
or  in connection with the conversion or redemption of the Series
P  Preferred  Stock were registered under the Securities  Act  of
1933 by Registration Statements on Form S-3 (Registration No. 33-
53411  and Registration No. 33-54213).  James River entered  into
an  Underwriting Agreement related to the Depositary Shares  with
Salomon Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, and J.P. Morgan Securities Inc.  for
themselves and as representatives of the other underwriters named
in  the  Underwriting  Agreement.   The  Underwriting  Agreement,
Articles  of  Amendment,  and  Deposit  Agreement  are  filed  as
exhibits to this Current Report on Form 8-K.  A copy of the press
release is filed herewith as Exhibit 99.

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits:
     
          1.1  Underwriting Agreement, dated June 22, 1994, among
               James River, Salomon Brothers Inc, Merrill Lynch &
               Co.,   Merrill  Lynch,  Pierce,  Fenner  &   Smith
               Incorporated, and J.P. Morgan Securities  Inc.  --
               filed herewith
          
          3.1  Articles  of Amendment to the Amended and Restated
               Articles   of   Incorporation   of   James   River
               Corporation of Virginia Designating the  Series  P
               9%  Cumulative Convertible Preferred Stock ($10.00
               par value) -- filed herewith
          
          4.1  Deposit Agreement dated as of June 22, 1994, among
               James  River,  Wachovia Bank  of  North  Carolina,
               N.A., as Depositary, and the holders from time  to
               time  of Depositary Receipts issued thereunder  --
               filed herewith
          
          99   Press  release dated June 29, 1994,  published  by
               the registrant -- filed herewith

                           SIGNATURES

      Pursuant to the requirements of the Securities and Exchange
Act  of  1934, the registrant has duly caused this report  to  be
signed on its behalf by the undersigned hereunto duly authorized.

                              JAMES RIVER CORPORATION OF VIRGINIA

                              By:/s/Michael J. Allan
                                   Michael J. Allan
                                   Vice President, Treasurer

Date:    June 29, 1994