Registration No. 33-______________
As filed with the Securities and Exchange Commission on December  30, 1994.
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                           _______________
                                  
                              Form S-8
                       Registration Statement
                  Under the Securities Act of 1933
                           _______________
                                  
                       JAMES RIVER CORPORATION
                             of Virginia
       (Exact name of registrant as specified in its charter)
                                  
     Virginia                                            54-0848173
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)
                         120 Tredegar Street
                      Richmond, Virginia 23219
        (Address of Principal Executive Offices and Zip Code)
                           _______________
                                  
                 JAMES RIVER CORPORATION OF VIRGINIA
               CANADIAN EMPLOYEES STOCK PURCHASE PLAN
                      (Full title of the plan)
                                  
       CLIFFORD A. CUTCHINS, IV, ESQ., Senior Vice President,
                General Counsel, Corporate Secretary
                 James River Corporation of Virginia
                         120 Tredegar Street
                      Richmond, Virginia 23219
                           (804) 644-5411
     (Name, address, and telephone number of agent for service)
                           _______________
                                  
      The  securities covered by this registration statement will  be
issued to employees of James River Corporation of Virginia's Canadian
operating subsidiaries from time to time pursuant to the James  River
Corporation of Virginia Canadian Employees Stock Purchase  Plan  (the
"Plan") as amended.

                                  
                   CALCULATION OF REGISTRATION FEE
                      Amount       Proposed      Proposed      Amount
Title of securities   to be        maximum       maximum       of
to be registered (b)  registered   offering      aggregate     registration
                                   price per     offering      fee
                                   share (a)     price (a)     
Common Stock           100,000     $20.3125      $2,031,250    $700
Rights to Purchase                                                
Series M Cumulative                                            $100
Participating
Preferred Stock, $10
par value                (c)
(a)      Estimated   solely  for  the  purpose  of  calculating   the
  registration fee; based on the average of the high and  low  prices
  for  Common Stock in the Consolidated Reporting System of  the  New
  York Stock Exchange on December 28, 1994.
(b)     In addition, pursuant to Rule 416(c) under the Securities Act
  of  1933,  as amended, this registration statement also  covers  an
  indeterminate  amount of interests to be offered or  sold  pursuant
  to the Plan described herein.
(c)     The  Rights  to  Purchase  Series M Cumulative  Participating
  Preferred Stock (the "Rights") will be attached to and traded  with
  shares of the Common Stock.  Value attributable to such Rights,  if
  any,  will be reflected in the market price of the shares  of  such
  Common  Stock.   The fee paid represents the minimum statutory  fee
  pursuant  to  Section  6(b)  of the  Securities  Act  of  1933,  as
  amended.
                               PART II
                                  
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      James  River  Corporation of Virginia ("James  River"  or  the
"Company") and the Company's Canadian Employees Stock Purchase  Plan
(the  "Plan") have filed the following documents with the Securities
and  Exchange  Commission (the "Commission") (File No.  1-7911)  and
such  documents  are  incorporated  herein  by  reference:  (i)  the
Company's  Annual  Report on Form 10-K for  the  fiscal  year  ended
December  26,  1993;  (ii) the James River Corporation  of  Virginia
Canadian Employees Stock Purchase Plan (the "Plan") Annual Report on
Form  11-K for the year ended December 31, 1993; (iii) the Company's
Proxy Statement for the annual meeting held on April 28, 1994;  (iv)
the  Company's Quarterly Reports on Form 10-Q for the quarters ended
March  27, 1994, June 26, 1994, and September 25, 1994; and (v)  the
Company's  Current  Reports  on Form 8-K  dated  January  25,  1994,
February  22,  1994, April 21, 1994, April 27, 1994, June  1,  1994,
June  29,  1994,  July  5,  1994, July 21, 1994,  August  22,  1994,
September 28, 1994, October 26, 1994, and November 22, 1994.

      Also  filed  with  the Commission and incorporated  herein  by
reference  are  (i) the description of the Company's  common  stock,
$.10  par  value  ("Common  Stock"), included  in  the  Registration
Statement  on  Form  8-A  dated January 3,  1980,  incorporating  by
reference the description included under the heading "Description of
Common  Stock" in Amendment No. 1 to Registration Statement  No.  2-
63209,  as  amended by Amendment No. 4 to Application or  Report  on
Form  8  dated July 28, 1992, and (ii) the description of the Rights
to  Purchase Series M Cumulative Participating Preferred Stock  (the
"Rights")  included in the Registration Statement on Form 8-A  dated
March  3,  1989,  as  amended by Amendment No. 1 to  Application  or
Report on Form 8 dated July 28, 1992.

      All  documents  filed by James River and the Plan  pursuant  to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934,  as  amended (the "Exchange Act"), after the  date  hereof  and
prior  to  the  filing of a post-effective amendment which  indicates
that   all  securities  offered  hereby  have  been  sold  or   which
deregisters all securities then remaining unsold shall be  deemed  to
be  incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities

      As the Common Stock and the Rights are registered under Section
12 of the Exchange Act, this item is not applicable.

Item 5.   Interests of Named Experts and Counsel

     This item is 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  or  her 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 right of  the
Company)  because he or she is or was a director or  officer  of  the
Company  or because he or she 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
reasonable   expenses  incurred  in  the  proceeding,   except   such
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
arising out of a single transaction, occurrence, or course of conduct
shall be limited to one dollar.

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

Item 7.   Exemption from Registration Claimed

     This item is not applicable.

Item 8.   Exhibits


4(a)   Amended  and Restated Articles of Incorporation  of
       James  River  Corporation of Virginia,  as  amended
       effective   January   4,  1990   (incorporated   by
       reference  to Exhibit 3(a) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(b)   Articles  of Amendment to the Amended and  Restated
       Articles   of   Incorporation   of   James    River
       Corporation of Virginia Designating the Series O 8-
       1/4%   Cumulative  Preferred  Stock   ($10.00   par
       value), effective October 1, 1992 (incorporated  by
       reference  to Exhibit 3(b) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(c)   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)  (incorporated by reference to  Exhibit
       3.1  to  James River's Current Report on  Form  8-K
       dated June 29, 1994).

4(d)   Bylaws  of  James  River Corporation  of  Virginia,
       amended  as  of  April  28, 1994  (incorporated  by
       reference  to Exhibit 3(c) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(e)   Amended and Restated Rights Agreement dated  as  of
       May  12,  1992, between James River Corporation  of
       Virginia  and  NationsBank of  Virginia,  N.A.,  as
       Rights   Agent,  and  Amendment  No.  1   to   such
       Agreement,  dated as of June 8, 1992  (incorporated
       by  reference to Exhibits 2 and 3, respectively, to
       James  River's  filing  on  Amendment  No.   1   to
       Application  or  Report on Form 8  dated  July  28,
       1992,  amending the Registration Statement on  Form
       8-A dated March 3, 1989).

23     Consent  of  Coopers  &  Lybrand  L.L.P.  --  filed
       herewith.                                              E-1

99     James   River  Corporation  of  Virginia   Canadian
       Employees  Stock  Purchase  Plan,  as  amended  and
       restated  effective  October 1, 1990  (incorporated
       by  reference  to Exhibit 4(a) to the  James  River
       Corporation  of  Virginia Canadian Employees  Stock
       Purchase  Plan Registration Statement on  Form  S-8
       (No. 33-43207) dated October 15, 1991).

Item 9.   Undertakings

     The undersigned registrant and the Plan hereby undertake:

(a)  (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 of 1933, as amended  (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 with or furnished to the Commission by James River
     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 purposes 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 the offering.

(b)   That,  for  purposes  of determining any  liability  under  the
Securities  Act, each filing of James River's annual report  pursuant
to  Section  13(a)  or Section 15(d) of the Exchange  Act,  and  each
filing  of the Plan's annual report pursuant to Section 15(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  James  River  pursuant  to  the   foregoing
provisions,  or otherwise, James River 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  James River of expenses incurred or paid by a  director,
officer,  or  controlling  person of James River  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, James River 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


      The Registrant.  Pursuant to the requirements of the Securities
Act  of  1933, James River Corporation of Virginia 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 City of Richmond, Commonwealth  of
Virginia, on the 30th day of December 1994.


                                JAMES RIVER CORPORATION
                                  of Virginia



                                By:/s/Stephen E. Hare
                                    Stephen E. Hare
                                    Senior  Vice President, Corporate Finance
                                    and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration  statement has been signed by the following  persons  in
the capacities indicated and on the date indicated below.

     Signature                  Title                          Date


/s/Robert C. Williams    Chairman, President, and            December 30, 1994
   Robert C. Williams    Chief Executive Officer and
                         Director (Principal Executive Officer)


/s/Stephen E. Hare       Senior Vice President               December 30, 1994
   Stephen E. Hare       Corporate Finance and
                         Chief Financial Officer
                         (Principal Financial and Accounting Officer)


/s/FitzGerald Bemiss                   Director              December 22, 1994
   FitzGerald Bemiss


/s/William T. Burgin                   Director              December 22, 1994
   William T. Burgin


/s/Worley H. Clark, Jr.                Director              December 22, 1994
   Worley H. Clark, Jr.


/s/William T. Comfort, Jr.             Director              December 22, 1994
   William T. Comfort, Jr


/s/William V. Daniel                   Director              December 30, 1994
   William V. Daniel


/s/Bruce C. Gottwald                   Director              December 22, 1994
   Bruce C. Gottwald


/s/Robert M. O'Neil                    Director              December 22, 1994
   Robert M. O'Neil


/s/Joseph T. Piemont                   Director              December 30, 1994
   Joseph T. Piemont


/s/Anne M. Whittemore                  Director              December 22, 1994
   Anne M. Whittemore


     The Plan.  Pursuant to the requirements of the Securities Act of
1933,  the  Plan  has duly caused this registration statement  to  be
signed  on  its behalf by the undersigned, thereunto duly authorized,
in the City of Richmond, Commonwealth of Virginia, on the 30th day of
December 1994.


                              JAMES RIVER CORPORATION OF VIRGINIA
                              CANADIAN EMPLOYEES STOCK PURCHASE PLAN
                              
                              
                              
                              
                              By/s/Michael J. Allan
                                   Michael J. Allan
                                   Committee Member
                              
                              
                              
                              By/s/Joseph L. Fischer
                                   Joseph L. Fischer
                                   Committee Member
                              
                              
                              
                              By/s/Daniel J. Girvan
                                   Daniel J. Girvan
                                   Committee Member
                              
                              
                              
                              By/s/Stephen E. Hare
                                   Stephen E. Hare
                                   Committee Member
                              
                              
                              
                              By/s/Joseph T. Piemont
                                   Joseph T. Piemont
                                   Committee Member
                              
                              
                              
                              By/s/Robert C. Williams
                                   Robert C. Williams
                                   Committee Member (Chairman)

                            EXHIBIT INDEX
Exhibit
Number                  Description                          Section

4(a)   Amended  and Restated Articles of Incorporation  of
       James  River  Corporation of Virginia,  as  amended
       effective   January   4,  1990   (incorporated   by
       reference  to Exhibit 3(a) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(b)   Articles  of Amendment to the Amended and  Restated
       Articles   of   Incorporation   of   James    River
       Corporation of Virginia Designating the Series O 8-
       1/4%   Cumulative  Preferred  Stock   ($10.00   par
       value), effective October 1, 1992 (incorporated  by
       reference  to Exhibit 3(b) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(c)   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)  (incorporated by reference to  Exhibit
       3.1  to  James River's Current Report on  Form  8-K
       dated June 29, 1994).

4(d)   Bylaws  of  James  River Corporation  of  Virginia,
       amended  as  of  April  28, 1994  (incorporated  by
       reference  to Exhibit 3(c) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(e)   Amended and Restated Rights Agreement dated  as  of
       May  12,  1992, between James River Corporation  of
       Virginia  and  NationsBank of  Virginia,  N.A.,  as
       Rights   Agent,  and  Amendment  No.  1   to   such
       Agreement,  dated as of June 8, 1992  (incorporated
       by  reference to Exhibits 2 and 3, respectively, to
       James  River's  filing  on  Amendment  No.   1   to
       Application  or  Report on Form 8  dated  July  28,
       1992,  amending the Registration Statement on  Form
       8-A dated March 3, 1989).

23     Consent  of  Coopers  &  Lybrand  L.L.P.  --  filed
       herewith.                                              E-1

99     James   River  Corporation  of  Virginia   Canadian
       Employees  Stock  Purchase  Plan,  as  amended  and
       restated  effective  October 1, 1990  (incorporated
       by  reference  to Exhibit 4(a) to the  James  River
       Corporation  of  Virginia Canadian Employees  Stock
       Purchase  Plan Registration Statement on  Form  S-8
       (No. 33-43207) dated October 15, 1991).
[{"type": "S-8", "sequence": "1", "description": "12/30/94 FORM S-8", "secsgml_size_bytes": 22186}]
{"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": "S-8", "act": "33", "file-number": "033-57153", "film-number": "94567306"}, "business-address": {"street1": "120 TREDEGAR ST", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046445411"}}
Registration No. 33-______________
As filed with the Securities and Exchange Commission on December  30, 1994.
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                           _______________
                                  
                              Form S-8
                       Registration Statement
                  Under the Securities Act of 1933
                           _______________
                                  
                       JAMES RIVER CORPORATION
                             of Virginia
       (Exact name of registrant as specified in its charter)
                                  
     Virginia                                            54-0848173
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)
                         120 Tredegar Street
                      Richmond, Virginia 23219
        (Address of Principal Executive Offices and Zip Code)
                           _______________
                                  
                 JAMES RIVER CORPORATION OF VIRGINIA
               CANADIAN EMPLOYEES STOCK PURCHASE PLAN
                      (Full title of the plan)
                                  
       CLIFFORD A. CUTCHINS, IV, ESQ., Senior Vice President,
                General Counsel, Corporate Secretary
                 James River Corporation of Virginia
                         120 Tredegar Street
                      Richmond, Virginia 23219
                           (804) 644-5411
     (Name, address, and telephone number of agent for service)
                           _______________
                                  
      The  securities covered by this registration statement will  be
issued to employees of James River Corporation of Virginia's Canadian
operating subsidiaries from time to time pursuant to the James  River
Corporation of Virginia Canadian Employees Stock Purchase  Plan  (the
"Plan") as amended.

                                  
                   CALCULATION OF REGISTRATION FEE
                      Amount       Proposed      Proposed      Amount
Title of securities   to be        maximum       maximum       of
to be registered (b)  registered   offering      aggregate     registration
                                   price per     offering      fee
                                   share (a)     price (a)     
Common Stock           100,000     $20.3125      $2,031,250    $700
Rights to Purchase                                                
Series M Cumulative                                            $100
Participating
Preferred Stock, $10
par value                (c)
(a)      Estimated   solely  for  the  purpose  of  calculating   the
  registration fee; based on the average of the high and  low  prices
  for  Common Stock in the Consolidated Reporting System of  the  New
  York Stock Exchange on December 28, 1994.
(b)     In addition, pursuant to Rule 416(c) under the Securities Act
  of  1933,  as amended, this registration statement also  covers  an
  indeterminate  amount of interests to be offered or  sold  pursuant
  to the Plan described herein.
(c)     The  Rights  to  Purchase  Series M Cumulative  Participating
  Preferred Stock (the "Rights") will be attached to and traded  with
  shares of the Common Stock.  Value attributable to such Rights,  if
  any,  will be reflected in the market price of the shares  of  such
  Common  Stock.   The fee paid represents the minimum statutory  fee
  pursuant  to  Section  6(b)  of the  Securities  Act  of  1933,  as
  amended.
                               PART II
                                  
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

      James  River  Corporation of Virginia ("James  River"  or  the
"Company") and the Company's Canadian Employees Stock Purchase  Plan
(the  "Plan") have filed the following documents with the Securities
and  Exchange  Commission (the "Commission") (File No.  1-7911)  and
such  documents  are  incorporated  herein  by  reference:  (i)  the
Company's  Annual  Report on Form 10-K for  the  fiscal  year  ended
December  26,  1993;  (ii) the James River Corporation  of  Virginia
Canadian Employees Stock Purchase Plan (the "Plan") Annual Report on
Form  11-K for the year ended December 31, 1993; (iii) the Company's
Proxy Statement for the annual meeting held on April 28, 1994;  (iv)
the  Company's Quarterly Reports on Form 10-Q for the quarters ended
March  27, 1994, June 26, 1994, and September 25, 1994; and (v)  the
Company's  Current  Reports  on Form 8-K  dated  January  25,  1994,
February  22,  1994, April 21, 1994, April 27, 1994, June  1,  1994,
June  29,  1994,  July  5,  1994, July 21, 1994,  August  22,  1994,
September 28, 1994, October 26, 1994, and November 22, 1994.

      Also  filed  with  the Commission and incorporated  herein  by
reference  are  (i) the description of the Company's  common  stock,
$.10  par  value  ("Common  Stock"), included  in  the  Registration
Statement  on  Form  8-A  dated January 3,  1980,  incorporating  by
reference the description included under the heading "Description of
Common  Stock" in Amendment No. 1 to Registration Statement  No.  2-
63209,  as  amended by Amendment No. 4 to Application or  Report  on
Form  8  dated July 28, 1992, and (ii) the description of the Rights
to  Purchase Series M Cumulative Participating Preferred Stock  (the
"Rights")  included in the Registration Statement on Form 8-A  dated
March  3,  1989,  as  amended by Amendment No. 1 to  Application  or
Report on Form 8 dated July 28, 1992.

      All  documents  filed by James River and the Plan  pursuant  to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934,  as  amended (the "Exchange Act"), after the  date  hereof  and
prior  to  the  filing of a post-effective amendment which  indicates
that   all  securities  offered  hereby  have  been  sold  or   which
deregisters all securities then remaining unsold shall be  deemed  to
be  incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities

      As the Common Stock and the Rights are registered under Section
12 of the Exchange Act, this item is not applicable.

Item 5.   Interests of Named Experts and Counsel

     This item is 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  or  her 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 right of  the
Company)  because he or she is or was a director or  officer  of  the
Company  or because he or she 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
reasonable   expenses  incurred  in  the  proceeding,   except   such
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
arising out of a single transaction, occurrence, or course of conduct
shall be limited to one dollar.

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

Item 7.   Exemption from Registration Claimed

     This item is not applicable.

Item 8.   Exhibits

4(a)   Amended  and Restated Articles of Incorporation  of
       James  River  Corporation of Virginia,  as  amended
       effective   January   4,  1990   (incorporated   by
       reference  to Exhibit 3(a) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(b)   Articles  of Amendment to the Amended and  Restated
       Articles   of   Incorporation   of   James    River
       Corporation of Virginia Designating the Series O 8-
       1/4%   Cumulative  Preferred  Stock   ($10.00   par
       value), effective October 1, 1992 (incorporated  by
       reference  to Exhibit 3(b) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(c)   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)  (incorporated by reference to  Exhibit
       3.1  to  James River's Current Report on  Form  8-K
       dated June 29, 1994).

4(d)   Bylaws  of  James  River Corporation  of  Virginia,
       amended  as  of  April  28, 1994  (incorporated  by
       reference  to Exhibit 3(c) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(e)   Amended and Restated Rights Agreement dated  as  of
       May  12,  1992, between James River Corporation  of
       Virginia  and  NationsBank of  Virginia,  N.A.,  as
       Rights   Agent,  and  Amendment  No.  1   to   such
       Agreement,  dated as of June 8, 1992  (incorporated
       by  reference to Exhibits 2 and 3, respectively, to
       James  River's  filing  on  Amendment  No.   1   to
       Application  or  Report on Form 8  dated  July  28,
       1992,  amending the Registration Statement on  Form
       8-A dated March 3, 1989).

23     Consent  of  Coopers  &  Lybrand  L.L.P.  --  filed
       herewith.                                              E-1

99     James   River  Corporation  of  Virginia   Canadian
       Employees  Stock  Purchase  Plan,  as  amended  and
       restated  effective  October 1, 1990  (incorporated
       by  reference  to Exhibit 4(a) to the  James  River
       Corporation  of  Virginia Canadian Employees  Stock
       Purchase  Plan Registration Statement on  Form  S-8
       (No. 33-43207) dated October 15, 1991).

Item 9.   Undertakings

     The undersigned registrant and the Plan hereby undertake:

(a)  (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 of 1933, as amended  (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 with or furnished to the Commission by James River
     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 purposes 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 the offering.

(b)   That,  for  purposes  of determining any  liability  under  the
Securities  Act, each filing of James River's annual report  pursuant
to  Section  13(a)  or Section 15(d) of the Exchange  Act,  and  each
filing  of the Plan's annual report pursuant to Section 15(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  James  River  pursuant  to  the   foregoing
provisions,  or otherwise, James River 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  James River of expenses incurred or paid by a  director,
officer,  or  controlling  person of James River  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, James River 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

      The Registrant.  Pursuant to the requirements of the Securities
Act  of  1933, James River Corporation of Virginia 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 City of Richmond, Commonwealth  of
Virginia, on the 30th day of December 1994.

                                JAMES RIVER CORPORATION
                                  of Virginia

                                By:/s/Stephen E. Hare
                                    Stephen E. Hare
                                    Senior  Vice President, Corporate Finance
                                    and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration  statement has been signed by the following  persons  in
the capacities indicated and on the date indicated below.

     Signature                  Title                          Date

/s/Robert C. Williams    Chairman, President, and            December 30, 1994
   Robert C. Williams    Chief Executive Officer and
                         Director (Principal Executive Officer)

/s/Stephen E. Hare       Senior Vice President               December 30, 1994
   Stephen E. Hare       Corporate Finance and
                         Chief Financial Officer
                         (Principal Financial and Accounting Officer)

/s/FitzGerald Bemiss                   Director              December 22, 1994
   FitzGerald Bemiss

/s/William T. Burgin                   Director              December 22, 1994
   William T. Burgin

/s/Worley H. Clark, Jr.                Director              December 22, 1994
   Worley H. Clark, Jr.

/s/William T. Comfort, Jr.             Director              December 22, 1994
   William T. Comfort, Jr

/s/William V. Daniel                   Director              December 30, 1994
   William V. Daniel

/s/Bruce C. Gottwald                   Director              December 22, 1994
   Bruce C. Gottwald

/s/Robert M. O'Neil                    Director              December 22, 1994
   Robert M. O'Neil

/s/Joseph T. Piemont                   Director              December 30, 1994
   Joseph T. Piemont

/s/Anne M. Whittemore                  Director              December 22, 1994
   Anne M. Whittemore

     The Plan.  Pursuant to the requirements of the Securities Act of
1933,  the  Plan  has duly caused this registration statement  to  be
signed  on  its behalf by the undersigned, thereunto duly authorized,
in the City of Richmond, Commonwealth of Virginia, on the 30th day of
December 1994.

                              JAMES RIVER CORPORATION OF VIRGINIA
                              CANADIAN EMPLOYEES STOCK PURCHASE PLAN
                              
                              
                              
                              
                              By/s/Michael J. Allan
                                   Michael J. Allan
                                   Committee Member
                              
                              
                              
                              By/s/Joseph L. Fischer
                                   Joseph L. Fischer
                                   Committee Member
                              
                              
                              
                              By/s/Daniel J. Girvan
                                   Daniel J. Girvan
                                   Committee Member
                              
                              
                              
                              By/s/Stephen E. Hare
                                   Stephen E. Hare
                                   Committee Member
                              
                              
                              
                              By/s/Joseph T. Piemont
                                   Joseph T. Piemont
                                   Committee Member
                              
                              
                              
                              By/s/Robert C. Williams
                                   Robert C. Williams
                                   Committee Member (Chairman)

                            EXHIBIT INDEX
Exhibit
Number                  Description                          Section

4(a)   Amended  and Restated Articles of Incorporation  of
       James  River  Corporation of Virginia,  as  amended
       effective   January   4,  1990   (incorporated   by
       reference  to Exhibit 3(a) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(b)   Articles  of Amendment to the Amended and  Restated
       Articles   of   Incorporation   of   James    River
       Corporation of Virginia Designating the Series O 8-
       1/4%   Cumulative  Preferred  Stock   ($10.00   par
       value), effective October 1, 1992 (incorporated  by
       reference  to Exhibit 3(b) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(c)   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)  (incorporated by reference to  Exhibit
       3.1  to  James River's Current Report on  Form  8-K
       dated June 29, 1994).

4(d)   Bylaws  of  James  River Corporation  of  Virginia,
       amended  as  of  April  28, 1994  (incorporated  by
       reference  to Exhibit 3(c) to James River's  Annual
       Report  on  Form  10-K for the  fiscal  year  ended
       December 26, 1993).

4(e)   Amended and Restated Rights Agreement dated  as  of
       May  12,  1992, between James River Corporation  of
       Virginia  and  NationsBank of  Virginia,  N.A.,  as
       Rights   Agent,  and  Amendment  No.  1   to   such
       Agreement,  dated as of June 8, 1992  (incorporated
       by  reference to Exhibits 2 and 3, respectively, to
       James  River's  filing  on  Amendment  No.   1   to
       Application  or  Report on Form 8  dated  July  28,
       1992,  amending the Registration Statement on  Form
       8-A dated March 3, 1989).

23     Consent  of  Coopers  &  Lybrand  L.L.P.  --  filed
       herewith.                                              E-1

99     James   River  Corporation  of  Virginia   Canadian
       Employees  Stock  Purchase  Plan,  as  amended  and
       restated  effective  October 1, 1990  (incorporated
       by  reference  to Exhibit 4(a) to the  James  River
       Corporation  of  Virginia Canadian Employees  Stock
       Purchase  Plan Registration Statement on  Form  S-8
       (No. 33-43207) dated October 15, 1991).