Exhibit 10(l)
              JAMES RIVER CORPORATION OF VIRGINIA
                   MANAGEMENT INCENTIVE PLAN

1.   Purpose.  The Compensation Committee adopted on January 25, 1996
the Management Incentive Plan (the "Plan").  The Plan is intended to
provide an additional incentive to certain key management employees 
through whose increased efforts the Company's financial performance
can be increased and to reward such participants with a cash payment
if the performance goals fixed by the Committee pursuant to the terms
of the Plan are met.
     
2.   Definitions.  As used in the Plan, the following terms
have the meanings indicated:

          (a)  "Award Table" means a table similar in type to Exhibit
     A with changes necessary to adapt the table to the performance
     criteria selected by the Committee for the Performance Year and
     to display other objective factors necessary to determine the
     amount, if any, of the award for the Performance Year.

       	  (b)   "Board" means the board of directors of the Company.

          (c)   "Cause" means gross malfeasance or unsatisfactory performance.

          (d)   "Committee" means the committee appointed by the Board
      as described in Section 6.

       	  (e)   "Company" means James River Corporation of Virginia, a Virginia
      corporation.

                                    					E-4

       	  (f)   "Disability" means a condition that entitles the Participant
      to disability payments under the terms of the Company's long term 
      disability plan as determined by the Committee.
	
	         (g)   "Earnings" means the after-tax, post-preferred dividends 
      consolidated net income of the Company computed in accordance with
      generally accepted accounting principles and adjusted to eliminate 
      (i) any gain or loss attributable to the disposition of investment 
      in subsidiaries, and (ii) extraordinaryand non-recurring items of
      income or loss, if appropriate.

        	  (h)       "Earnings per Share" means that portion of the
      Company's Earnings allocable to each outstanding share of common
      stock during the Performance Period based on the average number
      of shares outstanding, applicable equivalents (stock options) and
      additional contingently issuable shares (related to conversion of
      debentures).
	
	          (i)       "Incentive Base Salary" means the salary applicable for
      or within the grade to which the Participant has been assigned at
      the end of the Performance Year for which a cash award is being
      determined.

        	  (j)       "Individual Performance Factor" means an evaluation by
      senior management or the Committee (in the case of senior
      management) of a Participant's contribution to the achievement
      (or failure to achieve) the Performance Goal or Goals for the
      Performance Year expressed as a ranking number.

        	  (k)       "Layoff" means job elimination resulting from
      downsizing initiatives or divestiture of a business segment.

        	  (l)       "Operating Income " means income attributable to the
      ongoing operations of the Company or Business, computed in
      accordane with generally accepted accounting principles and
      adjusted for extraordinary and non-recurring items of income or
      loss, if appropriate.

        	  (m)       "Participant" means any person eligible to receive a
      cash award under the Plan.

        	  (n)       "Performance Goal" means one or more of Earnings Per
      Share, Return on Equity, Targeted Earnings, Return on Average
      Assets or Return on Long Term Capital, which may be used
      singularly or in combination, as the Committee determines, to
      measure the performance of the Company for the purpose of
      determining whether a cash award will be payable under the Plan
      for the Performance Year.  When more than one factor is selected,
      the Committee shall at the time establish a formula for
      determining a composite goal.

        	  (o)       "Performance Year" means the Company's fiscal year.
      The initial Performance Year is the Company's 1996 fiscal year. 

        	  (p)       "Plan" means the James River Corporation of Virginia
      Management Incentive Plan.

        	  (q)       "Retirement" or "Retires" means the termination of
      employment of a Participant on or after the Participant's Early
      Retirement Date under the Company's Retirement Plan for reasons
      other than death.

        	  (r)       "Return on Average Assets" means Earnings for the
      Performance Period of computation expressed as a percentage of
      the total average assets of the Company for the Performance Year.

        	  (s)       "Return on Equity" or "ROE" means the Company's
      Earnings for the Performance Year of computation expressed as a
      percentage of the average common stock ownership during the
      Performance Year as set forth in the Company's annual report.

        	  (t)       "Return on Long-Term Capital" means Earnings for the
      Performance Period of computation expressed as a percentage of
      the total of the Company's long-term debt and equity.

        	  (u)       "Targeted Earnings" means the level of Earnings of the
      Company's fixed by the Committee as the goal to be achieved for
      the Performance Year.

3.   Participation.

          (a)       Participation in the Plan shall be limited to salaried
      employees of the Company and its subsidiary corporations assigned
      to salary grades I and above (with exceptions below salary grade
      I for individuals selected by the Committee employed in positions
      that can impact Performance Goals), regardless of where employed,
      during and at the end of the Performance Year.  A person who
      becomes a Participant after the commencement of a Performance
      Year or a Participant whose employment terminates during a
      Performance Year because of death, Retirement or Disability shall
      be eligible to receive a pro rata award pursuant to Section 4
      based on the ratio that the Participant's number of full months
      of participation during the Performance Year bears to the number
      12.  A Participant who ceases to be within the eligible salary
      grades or whose employment terminates during the Performance Year
      for reasons other than death, Retirement, Disability, or Layoff
      other than for Cause shall not be eligible to receive a cash award.

	         (b)       A Participant in this Plan shall not be eligible to
      participate in any other cash incentive or profit sharing plan
      established or maintained by the Company.
     
4.   Determination of Cash Awards.

          (a)       Before or within sixty days of the beginning of each
      Performance Year, the Committee (in consultation with senior
      management executives) will adopt one or more Performance Goals,
      an Award Table substantially in the form attached as Exhibit A
      and an Individual Performance Factor Table in the form attached
      as Exhibit B.  The Award Table will fix the objective components
      for determining whether an award will be paid and, if so, the
      amount of the award.  Awards are based on a percentage of each
      Participant's Incentive Base Salary for the Performance Year if
      and to the extent the Performance Goal is achieved.  The
      Performance Goal shall be the attainment of a target percentage
      or range of target percentages of the Performance Goal or Goals
      for the Performance Year.  The amount payable to a Participant
      for the Performance Year will be determined from the Award Table
      as a percentage of Incentive Base Salary if the target
      percentages expressed as a percentage of the Performance Goal are
      within the range of percentages fixed by the Committee for the
      Performance Year.  The amount determined for each Participant
      will be adjusted for the Individual Performance Factor as
      determined from the Individual Performance Factor Table depending
      on the Participant's ranking evaluation by management and the
      Committee.

	         (b)       The Committee may establish such threshold requirements
      for the payment of an award and limitations on the amount of the
      award as the Committee shall deem appropriate.  Once fixed, the
      Performance Goals and targets for a Performance Year may not be
      modified after the Performance Year begins.

       	  (c)       Before any award may be paid for a Performance Year,
      the Committee shall certify that the Performance Goals and any
      other requirements of the Plan have been satisfied for the
      Performance Year.  No payments shall be made unless and until the
      Committee makes this certification.

       	  (d)       Even though the Performance Goals have been met, the
      Committee expressly reserves the right to reduce or eliminate
      entirely any award to a Participant if it determines it is in the
      best interests of the Company to do so.  Such determination shall
      be conclusive and binding.

5.   Payment of Awards.

          (a)       If the Committee has made the certification required
      pursuant to Section 4(b), subject to Section 4(c), awards shall
      be payable not later than 75 days following the last day of the
      Performance Year for which they are computed.  All awards under
      the Plan are subject to federal, state and local income and
      payroll tax withholding when paid.

       	  (b)       If a Participant dies and is subsequently entitled to
      receive an award under the Plan, the award shall be paid to the
      personal representative of the Participant's estate.

6.   Administration.

          (a)       The Plan shall be administered by the Compensation
      Committee of the Board of Directors (the "Committee").  The Board
      from time to time may appoint members previously appointed and
      may fill vacancies, however caused, in the Committee.
      
          (b)       The Committee may adopt rules and regulations for
      carrying out the Plan, and the Committee may take such actions as
      it deems appropriate to ensure that the Plan is administered in
      the best interests of the Company.  The Committee has the
      authority to construe and interpret the Plan, resolve any
      ambiguities, and make determinations with respect to the
      eligibility for or amount of any award.  The interpretation,
      construction and administration of the Plan by the Committee
      shall be final and conclusive.  The Committee may consult with
      counsel, who may be counsel to the Company, and shall not incur
      any liability for any action taken in good faith in reliance upon
      the advice of counsel.

7.   Rights.  Participation in the Plan and the right to
receive cash awards under the Plan shall not give a Participant
any proprietary interest in the Company, any subsidiary or any of
their assets.  No trust fund shall be created in connection with
the Plan, and there shall be no required funding of amounts that
may become payable under the Plan.  A Participant shall for all
purposes be a general creditor of the Company.  The interests of
a Participant cannot be assigned, anticipated, sold, encumbered
or pledged and shall not be subject to the claims of his
creditors.  Nothing in the Plan shall confer upon any Participant
the right to continue in the employ of the Company or any
subsidiary or shall interfere with or restrict in any way the
right of the Company and its subsidiaries to discharge a
Participant at any time for any reason whatsoever, with or
without cause.

8.   Successors.  The Plan shall be binding on the
Participants and their personal representatives.  If the Company
becomes a party to any merger, consolidation, reorganization or
other corporate transaction, the Plan shall remain in full force
and effect as an obligation of the Company or its successor in
interest.

9.   Amendment and Termination.  The Board may amend or 
terminate the Plan at any time as it deems appropriate; provided 
that no amendment or termination of the Plan after the end of a 
Performance Year may increase or decrease the awards for the
Performance Year just ended.