Exhibit 10(p)

             JAMES RIVER CORPORATION OF VIRGINIA

                       MILES L. MARSH

                SUPPLEMENTAL RETIREMENT PLAN

                  Amendment and Restatement

                Effective as of March 1, 1997



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.
     c)   "Board" means the Board of Directors of the Company.
     d)   "Cause" means  fraud or material misappropriation with
     respect to the business or assets of the Company,
     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,  willful misconduct that
     materially harms or has the potential to cause material harm
     to the Company,  breach of a fiduciary duty, which has a
     material adverse effect on the Company,  conviction of a
     felony or crime involving moral turpitude, or  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
               Securities Exchange Act of 1934 (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
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               this subsection, a "person" means an individual, entity or
               group, as that term is used for purposes of the Act.
          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 of 1986, as
     amended from time to time, and regulations thereunder.
     g)   "Committee" means the Compensation Committee of the
     Board.
     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,  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  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 date on which
     Executive attains age 55.
     n)   "Pension Benefit" means the benefit payable to
     Executive under the Pension Plan in the normal form at his
     Normal Retirement Date. 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 the Pension Plan.
     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, as amended and
     restated.
     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.
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     s)   "Retirement" or "Retires" means the termination of
     Executive's employment for reasons other than death or
     Cause.
     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 7 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 7 years of Service, the
     amount determined in (a) shall be reduced proportionately to
     the extent that Executive has less than 7 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  Executive's Pension Benefit then payable or
     payable in the future if Executive is not then eligible for
     payment of benefits, and  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.   Commencement of Benefits.  Executive may elect when
payment of his benefits will commence.  In no event may
Executive's benefits commence later than his Normal
Retirement Date.  If payment of Executive's benefits are to
commence before his Normal Retirement Date, 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)   Normal Retirement Date to Age 53.  If commencement of
     Executive's benefits occurs before his Normal Retirement
     Date and after attainment of age 53, his benefits will be
     reduced by 4% for each year by which Executive's age at
     commencement of his benefits is less than 55 and more than
     52.
     b)    Prior to Age 53.  If commencement of Executive's
     benefits occurs before attainment of age 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 commencement of his benefits is less than
     age 53.
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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.
     b)   Benefit Rate Increase.  The Basic Benefit determined
     under Section 3(a) shall be increased by (i) 5% if Executive
     Retires at age 54, and (ii) 10% if Executive Retires at or
     after his Normal Retirement Date.
     c)   Payment Reduction Factors.  If payment of benefits
     begins before Executive has attained his Normal Retirement
     Date, 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 neither Executive nor 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  the
     surviving Spouse's preretirement monthly benefit when
     payable under the Pension Plan,  the Spouse's monthly
     benefit under Social Security, and  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 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.
<PAGE>

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 Benefit 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.
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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 his age or Service,
shall be eligible for benefits under the Plan when 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 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.