Registration No. 33-_____
As filed with the Securities and Exchange Commission on November 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
                       1987 STOCK OPTION 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 1987 Stock Option Plan, as amended  and
restated (the "Stock Option Plan").

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

                   CALCULATION OF REGISTRATION FEE
                        Amount     Proposed       Proposed     Amount
Title of securities to  to be      maximum         maximum       of
    be registered      registe     offering       aggregate    registr
                         red      price per       offering      ation
                                  share (a)       price (a)      fee
Common Stock           2,000,0      $21.00       $42,000,000   $14,483
                          00
Rights to Purchase                                                
Series M Cumulative      (b)                                    $100
Participating
Preferred Stock, $10
par value
(a)      Estimated   solely  for  the  purpose  of  calculating   the
  registration  fee;  based upon the average  of  the  high  and  low
  prices  for  Common  Stock reported in the  Consolidated  Reporting
  System of the New York Stock Exchange on November 28, 1994.
(b)     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 Company's Annual Report on  Form  10-K  for  the
fiscal  year  ended  December  26, 1993;  (ii)  the  Company's  Proxy
Statement  for the annual meeting held on April 28, 1994;  (iii)  the
Company's Quarterly Reports on Form 10-Q for the quarters ended March
27,  1994,  June  26,  1994, and September 25,  1994;  and  (iv)  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 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 the Company'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 the Company'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  the
     Company'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 the Company's  Annual
     Report  on  Form  10-K  for the  fiscal  year  ended
     December 26, 1993).

4(e) Amended and Restated Rights Agreement dated 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 June  8,
     1992 (incorporated by reference to Exhibits 2 and 3,
     respectively, to the Company's filing  of  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).

5    Opinion of McGuire, Woods, Battle & Boothe --  filed
     herewith.                                             E-1

23(a) Consent of Coopers & Lybrand -- filed herewith.      E-2

23(b) Consent of McGuire, Woods, Battle & Boothe  --
     included in Exhibit 5.

99   James  River  Corporation  of  Virginia  1987  Stock
     Option   Plan,   1993  Amendment  and   Restatement,
     effective  as  of  December 16,  1993  (the  "Plan")
     (incorporated by reference to Exhibit 10(j)  to  the
     Company's Annual Report on Form 10-K for the  fiscal
     year ended December 26, 1993).

Item 9.    Undertakings

     The undersigned registrant hereby undertakes:

(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  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 November, 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       November 30, 1994   
   Robert C. Williams     Chief Executive Officer and
                          Director (Principal Executive Officer)


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


/s/FitzGerald Bemiss     Director                       November 18, 1994
   FitzGerald Bemiss


/s/William T. Burgin     Director                       November 21, 1994
   William T. Burgin


/s/Worley H. Clark, Jr.  Director                       November 21, 1994
   Worley H. Clark, Jr.


/s/William T. Comfort, Jr. Director                     November 28, 1994
   William T. Comfort, Jr


/s/William V. Daniel     Director                       November 18, 1994
   William V. Daniel


/s/Bruce C. Gottwald     Director                       November 18, 1994
   Bruce C. Gottwald


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


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


/s/Anne M. Whittemore    Director                       November 23, 1994
   Anne M. Whittemore


                              
                            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 the Company'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 the Company'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  the
     Company'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 the Company's  Annual
     Report  on  Form  10-K  for the  fiscal  year  ended
     December 26, 1993).

4(e) Amended and Restated Rights Agreement dated 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 June  8,
     1992 (incorporated by reference to Exhibits 2 and 3,
     respectively, to the Company's filing  of  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).

5    Opinion of McGuire, Woods, Battle & Boothe --  filed
     herewith.                                                 E-1

23(a) Consent of Coopers & Lybrand -- filed herewith.          E-2

23(b) Consent of McGuire, Woods, Battle & Boothe  --
     included in Exhibit 5.

99   James  River  Corporation  of  Virginia  1987  Stock
     Option   Plan,   1993  Amendment  and   Restatement,
     effective  as of December 16, 1993 (incorporated  by
     reference  to Exhibit 10(j) to the Company's  Annual
     Report  on  Form  10-K  for the  fiscal  year  ended
     December 26, 1993).
[{"type": "S-8", "sequence": "1", "description": "11/30/94 FORM S-8", "secsgml_size_bytes": 19539}]
{"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": "033-56657", "film-number": "94562704"}, "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 November 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
                       1987 STOCK OPTION 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 1987 Stock Option Plan, as amended  and
restated (the "Stock Option Plan").

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

                   CALCULATION OF REGISTRATION FEE
                        Amount     Proposed       Proposed     Amount
Title of securities to  to be      maximum         maximum       of
    be registered      registe     offering       aggregate    registr
                         red      price per       offering      ation
                                  share (a)       price (a)      fee
Common Stock           2,000,0      $21.00       $42,000,000   $14,483
                          00
Rights to Purchase                                                
Series M Cumulative      (b)                                    $100
Participating
Preferred Stock, $10
par value
(a)      Estimated   solely  for  the  purpose  of  calculating   the
  registration  fee;  based upon the average  of  the  high  and  low
  prices  for  Common  Stock reported in the  Consolidated  Reporting
  System of the New York Stock Exchange on November 28, 1994.
(b)     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 Company's Annual Report on  Form  10-K  for  the
fiscal  year  ended  December  26, 1993;  (ii)  the  Company's  Proxy
Statement  for the annual meeting held on April 28, 1994;  (iii)  the
Company's Quarterly Reports on Form 10-Q for the quarters ended March
27,  1994,  June  26,  1994, and September 25,  1994;  and  (iv)  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 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 the Company'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 the Company'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  the
     Company'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 the Company's  Annual
     Report  on  Form  10-K  for the  fiscal  year  ended
     December 26, 1993).

4(e) Amended and Restated Rights Agreement dated 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 June  8,
     1992 (incorporated by reference to Exhibits 2 and 3,
     respectively, to the Company's filing  of  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).

5    Opinion of McGuire, Woods, Battle & Boothe --  filed
     herewith.                                             E-1

23(a) Consent of Coopers & Lybrand -- filed herewith.      E-2

23(b) Consent of McGuire, Woods, Battle & Boothe  --
     included in Exhibit 5.

99   James  River  Corporation  of  Virginia  1987  Stock
     Option   Plan,   1993  Amendment  and   Restatement,
     effective  as  of  December 16,  1993  (the  "Plan")
     (incorporated by reference to Exhibit 10(j)  to  the
     Company's Annual Report on Form 10-K for the  fiscal
     year ended December 26, 1993).

Item 9.    Undertakings

     The undersigned registrant hereby undertakes:

(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  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 November, 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       November 30, 1994   
   Robert C. Williams     Chief Executive Officer and
                          Director (Principal Executive Officer)

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

/s/FitzGerald Bemiss     Director                       November 18, 1994
   FitzGerald Bemiss

/s/William T. Burgin     Director                       November 21, 1994
   William T. Burgin

/s/Worley H. Clark, Jr.  Director                       November 21, 1994
   Worley H. Clark, Jr.

/s/William T. Comfort, Jr. Director                     November 28, 1994
   William T. Comfort, Jr

/s/William V. Daniel     Director                       November 18, 1994
   William V. Daniel

/s/Bruce C. Gottwald     Director                       November 18, 1994
   Bruce C. Gottwald

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

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

/s/Anne M. Whittemore    Director                       November 23, 1994
   Anne M. Whittemore

                              
                            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 the Company'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 the Company'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  the
     Company'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 the Company's  Annual
     Report  on  Form  10-K  for the  fiscal  year  ended
     December 26, 1993).

4(e) Amended and Restated Rights Agreement dated 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 June  8,
     1992 (incorporated by reference to Exhibits 2 and 3,
     respectively, to the Company's filing  of  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).

5    Opinion of McGuire, Woods, Battle & Boothe --  filed
     herewith.                                                 E-1

23(a) Consent of Coopers & Lybrand -- filed herewith.          E-2

23(b) Consent of McGuire, Woods, Battle & Boothe  --
     included in Exhibit 5.

99   James  River  Corporation  of  Virginia  1987  Stock
     Option   Plan,   1993  Amendment  and   Restatement,
     effective  as of December 16, 1993 (incorporated  by
     reference  to Exhibit 10(j) to the Company's  Annual
     Report  on  Form  10-K  for the  fiscal  year  ended
     December 26, 1993).