Exhibit 10(o)
               JAMES RIVER CORPORATION OF VIRGINIA
                         MILES L. MARSH
                  SUPPLEMENTAL RETIREMENT PLAN

     1.   Purpose.  The Plan is an unfunded deferred compensation
arrangement established for the benefit of Miles L. Marsh
("Executive"), one of a select group of management or highly
compensated Employees, intended to be excluded from the
participation and vesting, funding and fiduciary responsibility
provisions of ERISA.  The Board has determined that the benefits
to be paid to Executive constitute reasonable compensation for
the services rendered and to be rendered by such Executive.
   
  2.   Definitions.  As used in the Plan, the following terms
have the meanings indicated:

          (a)  "Actuarial Equivalent" means an amount or benefit
     equal in value to the aggregate amounts expected to be
     received under different forms of payment based on
     assumptions as to the occurrence of future events.  The
     future events to be taken into account are mortality for
     Executive, mortality for Beneficiaries, and an interest
     discount for the time value of money.  For this Plan, the
     actuarial assumptions are the same as those defined in the
     Pension Plan.

          (b)  "Beneficiary" means the person or entity who is to
     receive benefits attributable to the Executive under the
     Pension Plan after the Executive's death.

                                				E-5

          (c)  "Board" means the Board of Directors of the
     Company.

          (d)  "Cause" means (i) fraud or material
     misappropriation with respect to the business or assets of
     the Company, (ii) persistent refusal or willful failure of
     the Executive to perform his duties and responsibilities to
     the Company, which continues after the Executive receives
     written notice of such refusal or failure, (iii) willful
     misconduct that materially harms or has the potential to
     cause material harm to the Company, (iv) breach of a
     fiduciary duty, which has a material adverse effect on the
     Company, (v) conviction of a felony or crime involving moral
     turpitude, or (vi) the use of drugs or alcohol that
     interferes materially with the Executive's performance of
     his duties.

          (e)  "Change of Control" means (i) the acquisition by
     any unrelated person of beneficial ownership (as that term
     is used for purposes of the Act) of 20% or more of the then
     outstanding shares of common stock of the Company or the
     combined voting power of the then outstanding voting
     securities of the Company entitled to vote generally in the
     election of directors.  The term "unrelated person" means
     any person other than (x) the Company and its Subsidiaries,
     (y) an employee benefit plan or trust of the Company or its
     Subsidiaries, and (z) a person who acquires stock of the
     Company pursuant to an agreement with the Company that is
     approved by the Board in advance of the acquisition, unless
     the acquisition results in a Change of Control pursuant to
     subsection (ii) below.  For purposes of this subsection, a
     "person" means an individual, entity or group, as that term
     is used for purposes of the Act; or (ii) any tender or
     exchange offer, merger or other business combination, sale
     of assets or contested election, or any combination of the
     foregoing transactions, the persons who were directors of
     the Company before such transactions shall cease to
     constitute a majority of the Board of Directors of the
     Company or any successor to the Company.

          (f)  "Code" means the Internal Revenue Code, as amended
     from time to time, and regulations thereunder.

          (g)  "Committee" means the Compensation Committee of
     the Board of Directors.

          (h)  "Company" means James River Corporation of
     Virginia or any successor by merger or otherwise.

          (i)  "Compensation" means an amount equal to the sum of
     (i) twelve times Executive's monthly salary at the highest
     rate in effect during the Compensation Period, (ii) cash
     incentive compensation paid during the Compensation Period
     (or due and unpaid) under any cash incentive compensation
     plan in which Executive is then a Participant with respect
     to an incentive performance period that immediately precedes
     or ends within the Compensation Period, and (iii) any
     prorated incentive compensation authorized under the terms
     of any cash incentive compensation plan in which Executive
     is then a participant with respect to an incentive
     performance period that began during the Compensation
     Period.  The term "Compensation" does not include income
     recognized upon the exercise of any stock option granted by
     the Company or any subsidiary of the Company, and any
     contributions for benefits under this Plan or any other plan
     of deferred compensation maintained by the Company.  The
     term "Compensation" also does not include special
     allowances, such as amounts paid to Executive during an
     authorized leave of absence, moving expenses, car expenses,
     tuition reimbursement, meal allowances, the cost of excess
     group life insurance income includable in taxable income,
     and similar items.

          (j)  "Compensation Period" means the twelve full months
     immediately preceding the date of Executive's Retirement.

          (k)  "Effective Date" means December 7, 1995.

          (l)  "ERISA" means the Employee Retirement Income
     Security Act of 1974.

          (m)  "Normal Retirement Date" means the first day of
     the month coinciding with or next following the attainment
     of age 58.

          (n)  "Pension Benefit" in general means the benefit
     payable to Executive under the Pension Plan in the normal
     form at his Normal Retirement Date.  If the Executive
     participates in a defined contribution plan maintained by
     the Company or a subsidiary of the Company, the actuarial
     equivalent annuity for life that can be purchased with the
     value in his plan accounts at his Normal Retirement Date
     attributable to Company contributions and earnings thereon. 
     The benefits payable at his Normal Retirement Date to
     Executive who has participated in both such types of plan
     shall be aggregated to determine his Pension Benefit.  In
     computing the benefit offsets pursuant to Section 3(c), if
     Executive becomes entitled to benefits under this Plan
     before he is eligible to receive benefits under the Pension
     Plan, his Pension Benefit means the amount of the benefit
     that will be payable at the earliest possible date under (i)
     the Pension Plan, and (ii) the annuitized actuarial
     equivalent of Executive's benefits (attributed to Company
     contributions and earnings thereon) under any defined
     contribution plan in which Executive participated.

          (o)  "Pension Plan" means the James River Corporation
     of Virginia Retirement Plan for Salaried and Other Non-
     Bargaining Unit Employees, as amended and in effect from
     time to time.

          (p)  "Plan" means the James River Corporation of
     Virginia Miles L. Marsh Supplemental Retirement Plan.

          (q)  "Plan Year" means a calendar year.

          (r)  "Preretirement Death Benefit" means an amount,
     payable to Executive's surviving Spouse pursuant to Section
     7 in the event of Executive's death before his retirement
     while employed by the Company.

          (s)  "Retirement or Retires" means the termination of
     Executive's employment for reasons other than death or
     Cause, except as provided in Section 6.

          (t)  "Service" means years of employment in years and
     completed full months with the Company or any subsidiary of
     the Company.

          (u)  "Spouse" means the person who is the Executive's
     "spouse" as such term is defined in the Pension Plan.

     3.   Benefits at Retirement.

          (a)  The Basic Benefit.  If Executive Retires and he
has completed 10 years of Service, he will be entitled to receive
a lifetime annual benefit (payable monthly) beginning on the date
of his Retirement that is equal to 50% of his Compensation,
subject to the adjustments and offsets as provided in 3(b), (c)
and (d).
          (b)  Service Adjustment.  If at the time of Retirement
Executive has completed fewer than 10 years of Service, the
amount determined in (a) shall be reduced proportionately to the
extent that Executive has less than 10 years Service.

          (c)  Benefit Offsets.  The amount of the benefit
determined under the preceding paragraphs shall be offset by the
sum of the amount of (i) Executive's Pension Benefit then payable
or payable in the future if Executive is not then eligible for
payment of benefits, and (ii) the amount of Executive's Social
Security benefit at time of Retirement.  If Executive Retires
before he is eligible to receive a Social Security benefit, the
amount of the Social Security reduction shall be the amount which
will become payable at the earliest date when a Social Security
benefit could become payable to Executive, as determined by the
Committee.

          (d)  Form of Benefit Adjustment.  If instead of
lifetime payments Executive elects to receive the benefit
determined under the preceding paragraphs in one of the optional
forms of payment permitted under the Pension Plan, the benefit
shall further be actuarially reduced in accordance with the
factors, methods and assumptions then used under the Pension Plan
for determining optional forms of benefit payments.

     4.   Benefits for Retirement Before Age 58.  If Executive
Retires before attaining age 58 and benefits are to commence, the
amount determined under Section 3 shall be further adjusted to
reflect the earlier payment commencement date and longer period
of payment as follows:

          (a)  Age 58-53.  If Executive's Retirement occurs
     between the ages of 58 and 53, his benefits will be reduced
     by 4% for each year by which Executive's age at Retirement
     is less than 58 and more than 52.

          (b)  Prior to Age 53.  If Executive's Retirement occurs
     and his age is less than 53, his benefits will be further
     reduced (in addition to the reduction pursuant to (a)) by 6%
     for each year by which the Executive's age at Retirement is
     less than age 53.

     5.   Benefit Enhancements Upon Change of Control.  If a
Change of Control occurs, the following adjustments and
enhancements will apply:

          (a)  Benefit Accrual.  At Retirement, Executive will be
     credited with up to an additional two full years of Service
     if at the time he has less than 10 years of Service.

          (b)  Benefit Rate Increase.  The Basic Benefit
     determined under Section 3(a) shall be increased by (i) 5%
     if Executive Retires at age 57, and (ii) 10% if Executive
     Retires at or after age 58.

          (c)  Payment Reduction Factors.  If payment of benefits
     begins before Executive has attained age 58, the reduction
     factors for early payment set forth in Section 4 shall not
     apply.

          (d)  Lump Sum Payment.  The present value of the
     benefits which Executive would be entitled to receive over
     time upon his Retirement, as determined under Sections 4 and
     5, shall be paid in a lump sum.  The determination of the
     amount of lump sum payment shall be made by the Company's
     actuaries in accordance with the methods, factors and
     assumptions used in determining contributions and benefits
     under the Pension Plan.

     6.   Termination of Employment for Cause.  If Executive's
employment is terminated by the Company for Cause, as determined
by the Committee, and a Change of Control has not occurred,
Executive's rights under the Plan shall immediately terminate and
either Executive or his Spouse shall be entitled to any benefits
under the Plan.

     7.   Death Before Retirement/Preretirement Death Benefit.

          (a)  If Executive dies before Retirement and while
still an employee of the Company, Executive's Spouse shall be
entitled to receive a Preretirement Death Benefit beginning with
the first day of the month coinciding with or next following the
date of the Executive's death.  The Preretirement Death Benefit
is an annual benefit (payable monthly) equal to 50% of the Basic
Benefit (determined under Sections 3(a) and (b), before offsets
under 3(c) and (d), and with adjustments and enhancements
pursuant to Section 5, if applicable) that would have been
payable to Executive had he Retired the day before his death.

          (b)  The monthly Preretirement Death Benefit payment
will then be reduced by an amount equal to the sum of (i) the
surviving Spouse's preretirement monthly benefit when payable
under the Pension Plan, (ii) the Spouse's monthly benefit under
Social Security, and (iii) the amount of the monthly death
benefit payable (or annuitized monthly equivalent of the death
benefit if paid in a lump sum) to the Executive's Spouse under
any other plan maintained by the Company qualified under Section
401(a) of the Internal Revenue Code in which the Executive
participated.  If as to the Executive and his Spouse the
preretirement death benefit provisions of the Pension Plan do not
apply, the Preretirement Death Benefit will be reduced at the
time and in the amount equal to the preretirement death benefit
under the Pension Plan that would have otherwise been payable to
the Spouse if it had applied.

     8.   Exclusion from Supplemental Benefit Plan.  The benefits
provided to Executive and his Spouse under the Plan are in lieu
of benefits that might otherwise be available to Executive and
his Spouse, or either of them, under the Company's Supplemental
Benefit Plan (or any of its component parts), as amended and
restated June 1, 1995, or as later amended, and Executive's
participation in the Plan and the attendant benefits available to
Executive and his Spouse that thereby accrue, constitutes a
waiver of all his and his Spouse's rights under the Supplemental
Plan.

     9.   Lump Sum Payment.  The Company reserves the right in
its sole discretion to pay in a lump sum the Actuarial Equivalent
of any amounts due the Executive (or the Executive's Spouse, as
the case may be) under the Plan.

    10.   Administration.
          (a)  This Plan shall be administered by the Committee. 
Subject to the Plan's provisions, the Committee may adopt rules
and regulations necessary to carry out the Plan's purposes.  The
amount of and entitlement to the payment of benefits under, and
the general administration of, this Plan with respect to the
computation and entitlement to benefits in determining offsets
and adjustments shall be determined by the provisions of the
Pension Plan, and the rules, regulation and interpretations
adopted in administering the Pension Plan.  Beneficiary
designations made with respect to benefits payable under the
Pension Plan shall apply to this Plan unless otherwise
specifically designated by the Executive.

          (b)  If for any reason a benefit under the Plan is not
paid when due, the individual entitled to the benefit may file a
written claim with the Committee.  If the claim is denied or if
no response is received within 90 days (in which case the claim
will be deemed to have been denied), the individual may appeal
the denial to the Committee within 60 days of the denial.  In
pursuing an appeal, an individual may request that the Committee
review the denial and the individual may review pertinent
documents and submit issues and comments in writing.  A decision
on appeal will be made within 60 days after the appeal is made,
unless special circumstances require the Committee to extend the
period for another 60 days.

    11.   Restrictions and Transfer.  Any benefits to which
Executive or his Spouse or Beneficiary may become entitled under
this Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, or encumbrance,
and any attempt to do so is void.  Benefits are not subject to
attachment or legal process for the debts, contracts,
liabilities, engagements or torts of Executive or his Spouse or
Beneficiary.  This Plan does not give Executive or his Spouse or
Beneficiary any interest, lien, or claim against any specific
assets of the Company, and they have only the rights of a general
creditor of the Company.

    12.   Amendment and Termination.  The Board reserves the
right to amend or terminate the Plan at any time without the
consent of Executive, but no amendment or termination shall
deprive Executive or his Spouse of the right to continue to
receive payments under Section 4 or 7 once payments have begun. 
Notwithstanding the foregoing, if a Change of Control occurs,
Executive, regardless of age or Service, shall be eligible for
benefits under the Plan when such Executive ceases to be an
employee, and the Plan may not be terminated and no amendment may
be made that would adversely affect the right of Executive or his
Spouse to receive a benefit under the Plan.

    13.   Method of Payment of Benefits.  The Company has the
obligation to pay all benefits provided for in the Plan as they
become due.  Without affecting its obligations to or rights of
Executive under the Plan, the Company may establish a grantor
trust (within the meaning of Sections 671 through 679 of the
Internal Revenue Code) for Executive and deposit funds with the
trustee of such trust for investment to provide the benefits to
which the Executive (or the Executive's Spouse) may be entitled
under the Plan.  The funds deposited with the trustee or trustees
of any such trust, and the earnings thereon, will be dedicated to
the payment of the benefits under the Plan but shall remain
subject to the claims of the general creditors of the Company. 
The expenses of establishing and maintaining such trust shall be
paid by the Company.  When Executive (or Executive's Spouse)
becomes eligible for payment of benefits under the Plan, such
benefits will be paid out of the trust fund or funds unless paid
directly by the Company.

     14.  Construction.  This Plan shall be construed in
accordance with the laws of the Commonwealth of Virginia.  The
headings in this Plan have been inserted for convenience of
reference only and are to be ignored in any construction of the
provision.  If a provision of this Plan is not valid, that
invalidity does not affect other provisions.