Registration No. 33-_____
As filed with the Securities and Exchange Commission on July 8, 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
                      STOCKPLUS INVESTMENT 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  ("James
River"  or  the "Company") from time to time pursuant  to  the  James
River   Corporation  of  Virginia  StockPlus  Investment  Plan   (the
"StockPlus Plan").

     The registration statement is being filed to register additional
shares  of  James  River's  common stock,  $.10  par  value  ("Common
Stock"), under the StockPlus Plan.

                   CALCULATION OF REGISTRATION FEE

Title of securities to  Amount     Proposed       Proposed     Amount
    be registered       to be      maximum         maximum       of
                       registe     offering       aggregate    registr
                         red      price per       offering      ation
                                  share (a)       price (a)      fee
Common Stock           6,000,000      $17.19      $103,140,000   $35,566
Interests in the Plan    (b)                                      
Rights to Purchase       (c)                                     $100
Series M Cumulative
Participating
Preferred Stock, $10 par value
(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 July 1, 1994.
(b)     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
  StockPlus 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

       The  following  documents  have  been  filed  by  James  River
Corporation  of  Virginia ("James River" or the "Company")  with  the
Commission  (File  No.  1-7911)  and  are  incorporated   herein   by
reference:   (i) the Annual Report on Form 10-K for the  fiscal  year
ended December 26, 1993; (ii) the James River Corporation of Virginia
Stock Purchase Plan (the "Stock Purchase Plan") Annual Report on Form
11-K  for the year ended December 31, 1993; (iii) the James River  II
Salaried Employees Retirement Savings Plan Annual Report on Form 11-K
for  the  year  ended December 31, 1993; (iv) the Proxy Statement  of
James River dated March 14, 1994; (v) the Quarterly Report on Form 10-
Q  for the quarter ended March 27, 1994; and (vi) the Current Reports
on  Form  8-K  dated January 25, 1994, February 22, 1994,  April  21,
1994,  April 27, 1994, June 1, 1994, and June 29, 1994.   Also  filed
with the Commission and incorporated herein by reference are (i)  the
description   of  the  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  (as
hereinafter defined) 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 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 James River's common stock, $.10 par value ("Common Stock"),
is  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)   James   River  Corporation  of  Virginia  StockPlus
       Investment  Plan,  amended and  restated  effective
       July  1, 1994 (formerly the James River Corporation
       of  Virginia Stock Purchase Plan) (incorporated  by
       reference  to  Exhibit  4(h)  to  the  James  River
       Corporation of Virginia Stock Purchase Plan  Annual
       Report  on  Form  11-K for the year ended  December
       31, 1993).

4(b)   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 dated 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 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 dated December 26, 1993).

4(d)   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(e)   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 dated December 26, 1993).

4(f)   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 -- filed herewith.        E-1

99.    Additional  Exhibit  -- Companies  Whose  Employees
       Are  Eligible  to  Participate in the  James  River
       Corporation  of Virginia StockPlus Investment  Plan
       -- filed herewith.                                     E-2

      The  undersigned  registrant hereby undertakes  to  submit  the
StockPlus  Plan  and  any amendment thereto to the  Internal  Revenue
Service  in  a  timely manner and has made or will make  all  changes
required  by  the  IRS  in  order to maintain  the  StockPlus  Plan's
qualifications  under  Section 401 of the Internal  Revenue  Code  of
1986, as amended.

Item 9.   Undertakings

      The  undersigned  registrant  and  the  StockPlus  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 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  StockPlus 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 June, 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       June 30, 1994
   Robert   C.  Williams  Chief Executive Officer and
                          Director (Principal Executive Officer)


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


/s/FitzGerald  Bemiss      Director                      June  16, 1994
    FitzGerald Bemiss


/s/William  T.  Burgin     Director                      June  30, 1994
    William T. Burgin


/s/Worley  H.  Clark,  Jr.  Director                    June 20, 1994
    Worley H. Clark, Jr.


/s/William T. Comfort, Jr.  Director                    June 16, 1994
    William T. Comfort, Jr


/s/William  V.  Daniel     Director                     June  16, 1994
    William V. Daniel


/s/Bruce  C.  Gottwald     Director                     June  16, 1994
    Bruce C. Gottwald


/s/Robert  M.  O'Neil      Director                     June  17, 1994
    Robert M. O'Neil


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


/s/Anne   M.  Whittemore   Director                     June 17, 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
June, 1994.


                              JAMES RIVER CORPORATION OF VIRGINIA
                              STOCKPLUS INVESTMENT 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)   James   River  Corporation  of  Virginia  StockPlus
       Investment  Plan,  amended and  restated  effective
       July  1, 1994 (incorporated by reference to Exhibit
       4(h)  to  the  James River Corporation of  Virginia
       Stock Purchase Plan Annual Report on Form 11-K  for
       the year ended December 31, 1993).

4(b)   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 dated 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 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 dated December 26, 1993).

4(d)   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(e)   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 dated December 26, 1993).

4(f)   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 -- filed herewith.        E-1

99.    Additional  Exhibit  -- Companies  Whose  Employees
       Are  Eligible  to  Participate in the  James  River
       Corporation  of Virginia StockPlus Investment  Plan
       -- filed herewith.                                     E-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22407}]
{"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": "033-54491", "film-number": "94538327"}, "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 July 8, 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
                      STOCKPLUS INVESTMENT 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  ("James
River"  or  the "Company") from time to time pursuant  to  the  James
River   Corporation  of  Virginia  StockPlus  Investment  Plan   (the
"StockPlus Plan").

     The registration statement is being filed to register additional
shares  of  James  River's  common stock,  $.10  par  value  ("Common
Stock"), under the StockPlus Plan.

                   CALCULATION OF REGISTRATION FEE

Title of securities to  Amount     Proposed       Proposed     Amount
    be registered       to be      maximum         maximum       of
                       registe     offering       aggregate    registr
                         red      price per       offering      ation
                                  share (a)       price (a)      fee
Common Stock           6,000,000      $17.19      $103,140,000   $35,566
Interests in the Plan    (b)                                      
Rights to Purchase       (c)                                     $100
Series M Cumulative
Participating
Preferred Stock, $10 par value
(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 July 1, 1994.
(b)     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
  StockPlus 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

       The  following  documents  have  been  filed  by  James  River
Corporation  of  Virginia ("James River" or the "Company")  with  the
Commission  (File  No.  1-7911)  and  are  incorporated   herein   by
reference:   (i) the Annual Report on Form 10-K for the  fiscal  year
ended December 26, 1993; (ii) the James River Corporation of Virginia
Stock Purchase Plan (the "Stock Purchase Plan") Annual Report on Form
11-K  for the year ended December 31, 1993; (iii) the James River  II
Salaried Employees Retirement Savings Plan Annual Report on Form 11-K
for  the  year  ended December 31, 1993; (iv) the Proxy Statement  of
James River dated March 14, 1994; (v) the Quarterly Report on Form 10-
Q  for the quarter ended March 27, 1994; and (vi) the Current Reports
on  Form  8-K  dated January 25, 1994, February 22, 1994,  April  21,
1994,  April 27, 1994, June 1, 1994, and June 29, 1994.   Also  filed
with the Commission and incorporated herein by reference are (i)  the
description   of  the  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  (as
hereinafter defined) 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 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 James River's common stock, $.10 par value ("Common Stock"),
is  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)   James   River  Corporation  of  Virginia  StockPlus
       Investment  Plan,  amended and  restated  effective
       July  1, 1994 (formerly the James River Corporation
       of  Virginia Stock Purchase Plan) (incorporated  by
       reference  to  Exhibit  4(h)  to  the  James  River
       Corporation of Virginia Stock Purchase Plan  Annual
       Report  on  Form  11-K for the year ended  December
       31, 1993).

4(b)   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 dated 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 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 dated December 26, 1993).

4(d)   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(e)   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 dated December 26, 1993).

4(f)   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 -- filed herewith.        E-1

99.    Additional  Exhibit  -- Companies  Whose  Employees
       Are  Eligible  to  Participate in the  James  River
       Corporation  of Virginia StockPlus Investment  Plan
       -- filed herewith.                                     E-2

      The  undersigned  registrant hereby undertakes  to  submit  the
StockPlus  Plan  and  any amendment thereto to the  Internal  Revenue
Service  in  a  timely manner and has made or will make  all  changes
required  by  the  IRS  in  order to maintain  the  StockPlus  Plan's
qualifications  under  Section 401 of the Internal  Revenue  Code  of
1986, as amended.

Item 9.   Undertakings

      The  undersigned  registrant  and  the  StockPlus  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 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  StockPlus 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 June, 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       June 30, 1994
   Robert   C.  Williams  Chief Executive Officer and
                          Director (Principal Executive Officer)

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

/s/FitzGerald  Bemiss      Director                      June  16, 1994
    FitzGerald Bemiss

/s/William  T.  Burgin     Director                      June  30, 1994
    William T. Burgin

/s/Worley  H.  Clark,  Jr.  Director                    June 20, 1994
    Worley H. Clark, Jr.

/s/William T. Comfort, Jr.  Director                    June 16, 1994
    William T. Comfort, Jr

/s/William  V.  Daniel     Director                     June  16, 1994
    William V. Daniel

/s/Bruce  C.  Gottwald     Director                     June  16, 1994
    Bruce C. Gottwald

/s/Robert  M.  O'Neil      Director                     June  17, 1994
    Robert M. O'Neil

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

/s/Anne   M.  Whittemore   Director                     June 17, 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
June, 1994.

                              JAMES RIVER CORPORATION OF VIRGINIA
                              STOCKPLUS INVESTMENT 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)   James   River  Corporation  of  Virginia  StockPlus
       Investment  Plan,  amended and  restated  effective
       July  1, 1994 (incorporated by reference to Exhibit
       4(h)  to  the  James River Corporation of  Virginia
       Stock Purchase Plan Annual Report on Form 11-K  for
       the year ended December 31, 1993).

4(b)   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 dated 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 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 dated December 26, 1993).

4(d)   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(e)   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 dated December 26, 1993).

4(f)   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 -- filed herewith.        E-1

99.    Additional  Exhibit  -- Companies  Whose  Employees
       Are  Eligible  to  Participate in the  James  River
       Corporation  of Virginia StockPlus Investment  Plan
       -- filed herewith.                                     E-2