As filed with the Securities and Exchange Commission on November 3, 1998

                                                                File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ______________

                             Fort James Corporation
             (Exact name of registrant as specified in its charter)

         VIRGINIA                                  54-0848173
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or organization)          


                               1650 Lake Cook Road
                            Deerfield, IL 60015-0089
                                 (847) 317-5000

           (Address of principal executive office, including zip code)

                             FORT JAMES CORPORATION
                             MIP BONUS DEFERRAL PLAN
                            (Full Title of the Plan)


                       CLIFFORD A. CUTCHINS, IV., ESQUIRE
                               1650 Lake Cook Road
                            Deerfield, IL 60015-0089
                                 (847) 317-5000
            (Name, address, including zip code, and telephone number,
      including area code, of agent for service of process and registrant's
                          principal executive offices)

         Copies of all communications, including communications sent to
                     agent for service, should be sent to:

                         Marshall H. Earl, Jr., Esquire
                       McGuire, Woods, Battle & Boothe LLP
                                One James Center
                            Richmond, Virginia 23219
                                 (804) 775-1000



                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------



                         Amount      Proposed        Proposed
                          to be      Maximum         Maximum      Amount of
Title of Securities    Registered    Offering        Offering    Registration
to be Registered                     Price Per       Price (2)        Fee
                                     Obligation

----------------------------------- -------------- --------------  -------------
----------------------------------- -------------- --------------  -------------

Deferred 
Compensation
Obligations (1)      $20,000,000        100%         $20,000,000     $5,900

-----------------------------------  -------------- --------------  ------------




                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

         Not required to be filed.

Item 2.           Registrant Information and Employee Plan Annual
                  Information

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents  filed by Fort James  Corporation  (the 'Company')
with the Securities and Exchange Commission (the 'Commission') are incorporated
herein by reference and made a part hereof:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1997.

     (b) All reports  filed by the  Company  pursuant to Section 13 and 15(d) of
the  Securities  Exchange  Act of 1934 ('1934  Act') since the end of the fiscal
year  covered by the annual  report  referred  to in (a)  above,  including  the
Company's  Quarterly  Reports on Form 10-Q filed with the  Commission on May 11,
1998 and August 12, 1998.

     All documents subsequently filed by the Company pursuant to Sections 13, 14
and 15(d) of the 1934 Act,  including  annual and  quarterly  reports  and proxy
statements,  prior to the filing of a  post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  into this  document  and to be a part  hereof from the date of filing
such documents.

Item 4.           Description of Securities.

     Under the MIP Bonus  Deferral  Plan  (the'Plan'),  the Company will provide
eligible  employees  the  opportunity  to make  elections  to defer a  specified
percentage of their bonuses paid under the Company's  Management Incentive Plan.
The  obligations  of the  Company  under the Plan  based on the  deferrals  (the
'Obligations')  will be unsecured general  obligations of the Company to pay the
deferred  compensation  in the future in accordance  with the terms of the Plan,
and will rank pari passu with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.

     The amount of  compensation to be deferred by each  participating  employee
(each a  'Participant')  will be determined in accordance with the Plan based on
elections  by  each  Participant.  Each  Obligation  will be  payable  on a date
selected by each  Participant or determined in accordance  with the terms of the
Plan. The  Obligations  will be indexed to the prime rate plus one percent (1%).
The Obligations will be denominated and be payable in United States dollars.

     A  Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  alienated,  sold,  garnished,  transferred,  pledged,  or
encumbered  except by a written  designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.

     Prior to the  Participant's  termination of employment or  Retirement,  the
Obligations are not subject to redemption, in whole or in part, at the option of
the Company or through  operation  of a mandatory  or optional  sinking  fund or
analogous  provision.  However,  the  Company  reserves  the  right  to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.

     The Obligations are not convertible  into another  security of the Company.
The  Obligations  will not have the  benefit of a  negative  pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed  having the  authority to take action with respect to the  Obligations
and each Participant will be responsible for acting  independently  with respect
to, among other  things,  the giving of notices,  responding to any requests for
consents,  waivers  or  amendments  pertaining  to  the  Obligations,  enforcing
covenants and taking action upon default.

Item 5. Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

     Article 10 of the Virginia Stock  Corporation Act allows,  in general,  for
indemnification,  in  certain  circumstances,  by a  corporation  of any  person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she is, or was, a  director,  officer,  employee or agent of
such corporation.  Indemnification is also authorized with respect to a criminal
action or proceeding  where the person had no  reasonable  cause to believe that
his  conduct was  unlawful.  Article 9 of the  Virginia  Stock  Corporation  Act
provides  limitations on damages  payable by officers and  directors,  except in
cases of willful  misconduct or knowing violation of criminal law or any federal
or state securities law.

     Article VI of the Company's  Amended and Restated Articles of Incorporation
provides for mandatory indemnification of any director or officer of the Company
who is, was, or is  threatened  to be made a party to a proceeding  (including a
proceeding by or in the right of the Company) because he is or was a director or
officer of the  Company or because  he is or was  serving  the  Company or other
legal entity in any  capacity at the request of the Company  while a director or
officer of the  Company,  against all  liabilities  and expenses as are incurred
because of such director's or officer's willful  misconduct or knowing violation
of the criminal law.

     The Company's Amended and Restated  Articles of Incorporation  also provide
that in every instance  permitted  under  Virginia  corporate law in effect from
time to time,  the  liability  of a director  or  officer of the  Company to the
Company or its shareholders shall not exceed one dollar.

     The  Company  maintains  a  standard  policy of  officers'  and  directors'
liability insurance.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits

         See Index to Exhibits.

Item 9.           Undertakings

     (a)      The undersigned registrant hereby undertakes:

            (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                (i)  To  include  any  prospectus  required  by  section 
10(a)(3) of  the Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;
          
               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offer.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable,  each filing of an employee benefit plan's annual
report  pursuant to Section 13(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  County  of  Lake,  State  of  Illinois,  on the 29th day of
September, 1998.

                             FORT JAMES CORPORATION

                   By: /s/ Clifford A. Cutchins, IV, Esquire
                        Clifford A. Cutchins, IV, Esquire
           Senior Vice President, General Counsel, Corporate Secretary

                                POWER OF ATTORNEY

     Know  All Men and  Women By  These  Presents  that  each  individual  whose
signature  appears below constitutes and appoints T. Norman Bush and Clifford A.
Cutchins,  IV,  Esquire,  and each of them,  such  individual's  true and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution,   for  such
individual and in his or her name,  place and stead,  in any and all capacities,
to sign any and all  amendments  (including  post-effective  amendments) to this
registration  statement and any registration  statement  related to the offering
contemplated by this registration  statement that is to be effective upon filing
pursuant to Rule 462(b) under the  Securities Act of 1933, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them, or their or his or her substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed on the dates following their names by the
following persons in the respective capacities indicated below their names.


                                    Signed


/s/Miles L. Marsh      Chairman of the Board of Directors,    September 24, 1998
Miles L. Marsh         Chief Executive Officer and Director
                       Principal Executive Officer)

/s/William A Paterson   Senior Vice President and Controller  September 21, 1998
William A. Paterson    (Principal Accounting Officer)

s/ Barbara L. Bowles                Director                  September 21, 1998
Barbara L. Bowles


/s/ William T. Burgin               Director                  September 18, 1998
William T. Burgin


/s/ James L. Burke                  Director                  September 21, 1998
Dr. James L. Burke


/s/ Worley H. Clark                 Director                  September 28, 1998
Worley H. Clark


/s/ Gary P. Coughlan                Director                  September 21, 1998
Gary P. Coughlan


/s/ William V. Daniel               Director                  September 28, 1998
William V. Daniel


/s/ Ernst A. Haberli                Director                  September 21, 1998
Ernst A. Haberli


/s/ Robert M. O'Neil                Director                  September 21, 1998
Robert M. O'Neil


/s/ Richard L. Sharp                Director                  September 21, 1998
Richard L. Sharp


/s/ Anne M. Whittemore              Director                  September 21, 1998
Anne M. Whittemore

                      


Exhibit No.                    Exhibit

*5.1 -- Opinion of McGuire, Woods, Battle & Boothe, LLP (filed herewith).

*23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith)

*23.2 -- Consent of McGuire,Woods,Battle & Boothe,LLP (included in Exhibit 5.1).

*24 -- Power of Attorney (included herein on the signature pages).

*99.1 -- Fort James Corporation MIP Bonus Deferral Plan.

* Filed with this form.
[{"type": "S-8", "sequence": "1", "description": "MIP BONUS DEFERRAL PLAN", "secsgml_size_bytes": 17018}]
{"company-data": {"conformed-name": "FORT JAMES CORP", "cik": "0000053117", "assigned-sic": "2621", "irs-number": "540848173", "state-of-incorporation": "VA", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66715", "film-number": "98737025"}, "business-address": {"street1": "1650 LAKE COOK RD", "street2": "PO BOX 89", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8473175000"}, "mail-address": {"street1": "1650 LAKE COOK RD", "street2": "PO BOX 89", "city": "DEERFIELD", "state": "IL", "zip": "60015"}, "former-company": {"former-conformed-name": "JAMES RIVER CORP OF VIRGINIA", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 3, 1998

                                                                File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ______________

                             Fort James Corporation
             (Exact name of registrant as specified in its charter)

         VIRGINIA                                  54-0848173
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or organization)          

                               1650 Lake Cook Road
                            Deerfield, IL 60015-0089
                                 (847) 317-5000

           (Address of principal executive office, including zip code)

                             FORT JAMES CORPORATION
                             MIP BONUS DEFERRAL PLAN
                            (Full Title of the Plan)

                       CLIFFORD A. CUTCHINS, IV., ESQUIRE
                               1650 Lake Cook Road
                            Deerfield, IL 60015-0089
                                 (847) 317-5000
            (Name, address, including zip code, and telephone number,
      including area code, of agent for service of process and registrant's
                          principal executive offices)

         Copies of all communications, including communications sent to
                     agent for service, should be sent to:

                         Marshall H. Earl, Jr., Esquire
                       McGuire, Woods, Battle & Boothe LLP
                                One James Center
                            Richmond, Virginia 23219
                                 (804) 775-1000

                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

                         Amount      Proposed        Proposed
                          to be      Maximum         Maximum      Amount of
Title of Securities    Registered    Offering        Offering    Registration
to be Registered                     Price Per       Price (2)        Fee
                                     Obligation

----------------------------------- -------------- --------------  -------------
----------------------------------- -------------- --------------  -------------

Deferred 
Compensation
Obligations (1)      $20,000,000        100%         $20,000,000     $5,900

-----------------------------------  -------------- --------------  ------------

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

         Not required to be filed.

Item 2.           Registrant Information and Employee Plan Annual
                  Information

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents  filed by Fort James  Corporation  (the 'Company')
with the Securities and Exchange Commission (the 'Commission') are incorporated
herein by reference and made a part hereof:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1997.

     (b) All reports  filed by the  Company  pursuant to Section 13 and 15(d) of
the  Securities  Exchange  Act of 1934 ('1934  Act') since the end of the fiscal
year  covered by the annual  report  referred  to in (a)  above,  including  the
Company's  Quarterly  Reports on Form 10-Q filed with the  Commission on May 11,
1998 and August 12, 1998.

     All documents subsequently filed by the Company pursuant to Sections 13, 14
and 15(d) of the 1934 Act,  including  annual and  quarterly  reports  and proxy
statements,  prior to the filing of a  post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  into this  document  and to be a part  hereof from the date of filing
such documents.

Item 4.           Description of Securities.

     Under the MIP Bonus  Deferral  Plan  (the'Plan'),  the Company will provide
eligible  employees  the  opportunity  to make  elections  to defer a  specified
percentage of their bonuses paid under the Company's  Management Incentive Plan.
The  obligations  of the  Company  under the Plan  based on the  deferrals  (the
'Obligations')  will be unsecured general  obligations of the Company to pay the
deferred  compensation  in the future in accordance  with the terms of the Plan,
and will rank pari passu with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.

     The amount of  compensation to be deferred by each  participating  employee
(each a  'Participant')  will be determined in accordance with the Plan based on
elections  by  each  Participant.  Each  Obligation  will be  payable  on a date
selected by each  Participant or determined in accordance  with the terms of the
Plan. The  Obligations  will be indexed to the prime rate plus one percent (1%).
The Obligations will be denominated and be payable in United States dollars.

     A  Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  alienated,  sold,  garnished,  transferred,  pledged,  or
encumbered  except by a written  designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.

     Prior to the  Participant's  termination of employment or  Retirement,  the
Obligations are not subject to redemption, in whole or in part, at the option of
the Company or through  operation  of a mandatory  or optional  sinking  fund or
analogous  provision.  However,  the  Company  reserves  the  right  to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.

     The Obligations are not convertible  into another  security of the Company.
The  Obligations  will not have the  benefit of a  negative  pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed  having the  authority to take action with respect to the  Obligations
and each Participant will be responsible for acting  independently  with respect
to, among other  things,  the giving of notices,  responding to any requests for
consents,  waivers  or  amendments  pertaining  to  the  Obligations,  enforcing
covenants and taking action upon default.

Item 5. Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

     Article 10 of the Virginia Stock  Corporation Act allows,  in general,  for
indemnification,  in  certain  circumstances,  by a  corporation  of any  person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she is, or was, a  director,  officer,  employee or agent of
such corporation.  Indemnification is also authorized with respect to a criminal
action or proceeding  where the person had no  reasonable  cause to believe that
his  conduct was  unlawful.  Article 9 of the  Virginia  Stock  Corporation  Act
provides  limitations on damages  payable by officers and  directors,  except in
cases of willful  misconduct or knowing violation of criminal law or any federal
or state securities law.

     Article VI of the Company's  Amended and Restated Articles of Incorporation
provides for mandatory indemnification of any director or officer of the Company
who is, was, or is  threatened  to be made a party to a proceeding  (including a
proceeding by or in the right of the Company) because he is or was a director or
officer of the  Company or because  he is or was  serving  the  Company or other
legal entity in any  capacity at the request of the Company  while a director or
officer of the  Company,  against all  liabilities  and expenses as are incurred
because of such director's or officer's willful  misconduct or knowing violation
of the criminal law.

     The Company's Amended and Restated  Articles of Incorporation  also provide
that in every instance  permitted  under  Virginia  corporate law in effect from
time to time,  the  liability  of a director  or  officer of the  Company to the
Company or its shareholders shall not exceed one dollar.

     The  Company  maintains  a  standard  policy of  officers'  and  directors'
liability insurance.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits

         See Index to Exhibits.

Item 9.           Undertakings

     (a)      The undersigned registrant hereby undertakes:

            (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                (i)  To  include  any  prospectus  required  by  section 
10(a)(3) of  the Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;
          
               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offer.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable,  each filing of an employee benefit plan's annual
report  pursuant to Section 13(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  County  of  Lake,  State  of  Illinois,  on the 29th day of
September, 1998.

                             FORT JAMES CORPORATION

                   By: /s/ Clifford A. Cutchins, IV, Esquire
                        Clifford A. Cutchins, IV, Esquire
           Senior Vice President, General Counsel, Corporate Secretary

                                POWER OF ATTORNEY

     Know  All Men and  Women By  These  Presents  that  each  individual  whose
signature  appears below constitutes and appoints T. Norman Bush and Clifford A.
Cutchins,  IV,  Esquire,  and each of them,  such  individual's  true and lawful
attorneys-in-fact  and  agents  with  full  power  of  substitution,   for  such
individual and in his or her name,  place and stead,  in any and all capacities,
to sign any and all  amendments  (including  post-effective  amendments) to this
registration  statement and any registration  statement  related to the offering
contemplated by this registration  statement that is to be effective upon filing
pursuant to Rule 462(b) under the  Securities Act of 1933, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them, or their or his or her substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed on the dates following their names by the
following persons in the respective capacities indicated below their names.

                                    Signed

/s/Miles L. Marsh      Chairman of the Board of Directors,    September 24, 1998
Miles L. Marsh         Chief Executive Officer and Director
                       Principal Executive Officer)

/s/William A Paterson   Senior Vice President and Controller  September 21, 1998
William A. Paterson    (Principal Accounting Officer)

s/ Barbara L. Bowles                Director                  September 21, 1998
Barbara L. Bowles

/s/ William T. Burgin               Director                  September 18, 1998
William T. Burgin

/s/ James L. Burke                  Director                  September 21, 1998
Dr. James L. Burke

/s/ Worley H. Clark                 Director                  September 28, 1998
Worley H. Clark

/s/ Gary P. Coughlan                Director                  September 21, 1998
Gary P. Coughlan

/s/ William V. Daniel               Director                  September 28, 1998
William V. Daniel

/s/ Ernst A. Haberli                Director                  September 21, 1998
Ernst A. Haberli

/s/ Robert M. O'Neil                Director                  September 21, 1998
Robert M. O'Neil

/s/ Richard L. Sharp                Director                  September 21, 1998
Richard L. Sharp

/s/ Anne M. Whittemore              Director                  September 21, 1998
Anne M. Whittemore

                      

Exhibit No.                    Exhibit

*5.1 -- Opinion of McGuire, Woods, Battle & Boothe, LLP (filed herewith).

*23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith)

*23.2 -- Consent of McGuire,Woods,Battle & Boothe,LLP (included in Exhibit 5.1).

*24 -- Power of Attorney (included herein on the signature pages).

*99.1 -- Fort James Corporation MIP Bonus Deferral Plan.

* Filed with this form.