As filed with the Securities and Exchange Commission on September 5, 1997

                                  File No. 333-

                       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 of            (I.R.S. Employer Identification No.)
          or organization)

                  120 Tredegar Street, RICHMOND, VIRGINIA 23219
                                 (804) 644-5411
(Address of principal executive office, including zip code and telephone number)

                             FORT JAMES CORPORATION
                            1996 STOCK INCENTIVE PLAN
             (formerly known as JAMES RIVER CORPORATION OF VIRGINIA
                           1996 STOCK INCENTIVE PLAN)
                            (Full Title of the Plan)

                        CLIFFORD A. CUTCHINS, IV, ESQUIRE
           SENIOR VICE PRESIDENT, GENERAL COUNSEL, CORPORATE SECRETARY
                             FORT JAMES CORPORATION
                               120 TREDEGAR STREET
                            RICHMOND, VIRGINIA 23219
                                 (804) 644-5411
 (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, L.L.P.
                                ONE JAMES CENTER
                              901 EAST CARY STREET
                            RICHMOND, VIRGINIA 23219
                                 (804) 775-1000
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================

Title of Each Class        Amount      Proposed    Proposed
of Securities to be         to be      Average     Maximum          Amount of
Registered                Registered   Offering    Aggregate        Registration
                                       Price per   Offering         Fee
                                         Share         
- --------------------------------------------------------------------------------
Common stock, $.10
  par value             8,000,000 shs.  $41.6875(1) $333,500,000.00  $101,060.61
             
Rights to purchase
1/1000 of a share of 
Series M Cumulative
Participating Preferred
Stock, $10 par value(2) 8,000,000         N/A            N/A            (2)
================================================================================



- ----------
     (1) Estimated  solely for purposes of  calculating  the  registration  fee.
Based on the  average of the high and low prices of the Common  Stock on the New
York Stock Exchange on August 29, 1997.  

     (2) The  Rights  to  purchase  1/1000  of a share of  Series  M  Cumulative
Participating  Preferred Stock will be attached to and will trade with shares of
the Common Stock.  Value  attributable to such rights, if any, will be reflected
in the market price of such Common Stock. No fee is required pursuant to Section
6(b) of the Securities Act of 1933 and 17 C.F.R. ss.230.236.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         The purpose of this  Registration  Statement  is to register  8,000,000
additional  shares of Common Stock, $.10 par value,  ("Common  Stock"),  of Fort
James  Corporation  (formerly known as James River Corporation of Virginia) (the
"Company")  issuable pursuant to awards granted or to be granted pursuant to the
Fort James  Corporation  1996 Stock  Incentive Plan (formerly known as the James
River   Corporation  of  Virginia  1996  Stock  Incentive  Plan)  and  8,000,000
associated  Rights  to  purchase  1/1000  of a  share  of  Series  M  Cumulative
Participating   Preferred  Stock,   $10.00  par  value.  The  Registrant  hereby
incorporates by reference all information  included in its Form S-8 Registration
Statement No. 333-02217 filed with the Commission on April 3, 1996, which should
be read in conjunction with the information contained herein.

ITEM 8.           EXHIBITS

         Reference is made to the Exhibit Index.
<PAGE>

                                   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 City of Richmond, Commonwealth of Virginia, on the 4th day of
September, 1997.

                                     FORT JAMES CORPORATION



                                     By /s/ Clifford A. Cutchins, IV
                                     ------------------------------------------
                                         Clifford A. Cutchins, IV, Esq.
                                         Senior Vice President, General Counsel,
                                         Corporate Secretary
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FORT JAMES 1996 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 5658}]
{"company-data": {"conformed-name": "FORT JAMES CORP", "cik": "0000053117", "assigned-sic": "2621", "irs-number": "540848173", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35013", "film-number": "97675966"}, "business-address": {"street1": "120 TREDEGAR ST", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8046494296"}, "mail-address": {"street1": "P O BOX 2218", "city": "RICHMOND", "state": "VA", "zip": "23218"}, "former-company": {"former-conformed-name": "JAMES RIVER CORP OF VIRGINIA", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 5, 1997

                                  File No. 333-

                       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 of            (I.R.S. Employer Identification No.)
          or organization)

                  120 Tredegar Street, RICHMOND, VIRGINIA 23219
                                 (804) 644-5411
(Address of principal executive office, including zip code and telephone number)

                             FORT JAMES CORPORATION
                            1996 STOCK INCENTIVE PLAN
             (formerly known as JAMES RIVER CORPORATION OF VIRGINIA
                           1996 STOCK INCENTIVE PLAN)
                            (Full Title of the Plan)

                        CLIFFORD A. CUTCHINS, IV, ESQUIRE
           SENIOR VICE PRESIDENT, GENERAL COUNSEL, CORPORATE SECRETARY
                             FORT JAMES CORPORATION
                               120 TREDEGAR STREET
                            RICHMOND, VIRGINIA 23219
                                 (804) 644-5411
 (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, L.L.P.
                                ONE JAMES CENTER
                              901 EAST CARY STREET
                            RICHMOND, VIRGINIA 23219
                                 (804) 775-1000
CALCULATION OF REGISTRATION FEE
================================================================================

Title of Each Class        Amount      Proposed    Proposed
of Securities to be         to be      Average     Maximum          Amount of
Registered                Registered   Offering    Aggregate        Registration
                                       Price per   Offering         Fee
                                         Share         
- --------------------------------------------------------------------------------
Common stock, $.10
  par value             8,000,000 shs.  $41.6875(1) $333,500,000.00  $101,060.61
             
Rights to purchase
1/1000 of a share of 
Series M Cumulative
Participating Preferred
Stock, $10 par value(2) 8,000,000         N/A            N/A            (2)
================================================================================

- ----------
     (1) Estimated  solely for purposes of  calculating  the  registration  fee.
Based on the  average of the high and low prices of the Common  Stock on the New
York Stock Exchange on August 29, 1997.  

     (2) The  Rights  to  purchase  1/1000  of a share of  Series  M  Cumulative
Participating  Preferred Stock will be attached to and will trade with shares of
the Common Stock.  Value  attributable to such rights, if any, will be reflected
in the market price of such Common Stock. No fee is required pursuant to Section
6(b) of the Securities Act of 1933 and 17 C.F.R. ss.230.236.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The purpose of this  Registration  Statement  is to register  8,000,000
additional  shares of Common Stock, $.10 par value,  ("Common  Stock"),  of Fort
James  Corporation  (formerly known as James River Corporation of Virginia) (the
"Company")  issuable pursuant to awards granted or to be granted pursuant to the
Fort James  Corporation  1996 Stock  Incentive Plan (formerly known as the James
River   Corporation  of  Virginia  1996  Stock  Incentive  Plan)  and  8,000,000
associated  Rights  to  purchase  1/1000  of a  share  of  Series  M  Cumulative
Participating   Preferred  Stock,   $10.00  par  value.  The  Registrant  hereby
incorporates by reference all information  included in its Form S-8 Registration
Statement No. 333-02217 filed with the Commission on April 3, 1996, which should
be read in conjunction with the information contained herein.

ITEM 8.           EXHIBITS

         Reference is made to the Exhibit Index.
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 City of Richmond, Commonwealth of Virginia, on the 4th day of
September, 1997.

                                     FORT JAMES CORPORATION

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