Exhibit 3(d)
                      AMENDED AND RESTATED
                            BYLAWS OF

               JAMES RIVER CORPORATION OF VIRGINIA
                (amended as of February 20, 1997)


              ARTICLE I - MEETINGS OF STOCKHOLDERS

      Section  1.1     Closing of Transfer Books  and  Fixing  of
Record   Date.   For  the  purpose  of  determining  stockholders
entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors or the Executive
Committee shall fix in advance a date as the record date for  any
such determination of stockholders, such date to be not more than
70  days  before the meeting or action.  When a determination  of
stockholders entitled to vote at any meeting of stockholders  has
been  made as provided in this article, such determination  shall
apply to any adjournment thereof, except as is otherwise provided
by law.

      Section  1.2     Place and Time of Meetings.   Meetings  of
stockholders  shall  be  held at such  place,  either  within  or
without the Commonwealth of Virginia, and at such time, as may be
provided in the notice of the meeting.

      Section  1.3     Organization and Order of  Business.   The
Chairman  of the Board of Directors (the "Chairman") or,  in  his
absence, the President shall serve as chairman at all meetings of
the  stockholders.   In  the absence of  both  of  the  foregoing
officers or if both of them decline to serve, a majority  of  the
shares entitled to vote at such meeting may appoint any person to
act  as  Chairman.  The Secretary of the Corporation or,  in  his
absence,  an Assistant Secretary, shall act as secretary  at  all
meetings  of  the  stockholders.  In the event that  neither  the
Secretary  nor any Assistant Secretary is present,  the  Chairman
may appoint any person to act as secretary of the meeting.

     The Chairman shall have the authority to make such rules and
regulations, to establish such procedures and to take such  steps
as  he may deem necessary or desirable for the proper conduct  of
each  meeting of the stockholders, including, without limitation,
the  authority to make the agenda and to establish procedures for
(i)  the  dismissal of business not properly presented, (ii)  the
maintenance of order and safety, (iii) placing limitations on the
time  allotted  to questions or comments on the  affairs  of  the
Corporation, (iv) placing restrictions on attendance at a meeting
by  persons  or  classes of persons who are not  stockholders  or
their proxies, (v) restricting entry to a meeting after the  time
prescribed   for   the   commencement  thereof   and   (vi)   the
commencement, conduct and close of voting on any matter.

                               E-1
<PAGE>

      Section  1.4     Annual  Meeting.  The  annual  meeting  of
stockholders  shall  be held on the third or fourth  Thursday  in
April  of each year as set by the Board of Directors or  on  such
other dates as shall be approved by the Board of Directors.

      At  each annual meeting of stockholders, only such business
shall  be conducted as is proper to consider and has been brought
before  the  meeting (i) by or at the direction of the  Board  of
Directors or (ii) by a stockholder of the Corporation  who  is  a
stockholder of record of a class of shares entitled  to  vote  on
such business at the time of the giving of the notice hereinafter
described  in this Section 1.4 and who complies with  the  notice
procedures  set  forth in this Section 1.4.  In  order  to  bring
business before an annual meeting of stockholders, a stockholder,
in  addition to complying with any other applicable requirements,
must  have given timely written notice of his intention to  bring
such  business  before  the  meeting  to  the  Secretary  of  the
Corporation.  To be timely, a stockholder's notice must be given,
either  by personal delivery or by United States certified  mail,
postage prepaid, addressed to the Secretary of the Corporation at
the  principal office of the Corporation and received (i)  on  or
after December 1st of the year immediately preceding the year  in
which the meeting will be held and before January 1st of the year
in  which the meeting will be held or (ii) not less than 60  days
before  the  date  of  the annual meeting if  the  date  of  such
meeting, as prescribed in these Bylaws, has been changed by  more
than 30 days.

      Each  such stockholder's notice shall set forth as to  each
matter  the  stockholder  proposes to  bring  before  the  annual
meeting  (i)  the  name  and  address,  as  they  appear  on  the
Corporation's stock transfer books, of the stockholder  proposing
such  business, (ii) the class and number of shares of  stock  of
the  Corporation beneficially owned by such stockholder, (iii)  a
representation that such stockholder is a stockholder  of  record
and  intends to appear in person or by proxy at such  meeting  to
bring  before the meeting the business specified in  the  notice,
(iv)  a  brief description of the business desired to be  brought
before   the  meeting,  including  the  complete  text   of   any
resolutions  to be presented at the meeting and the  reasons  for
wanting  to conduct such business, and (v) any material  interest
which the stockholder has in such business.

      The  Secretary of the Corporation shall deliver  each  such
stockholder's  notice  that  has  been  timely  received  to  the
Chairman or a committee designated by the Board of Directors  for
review.

       Notwithstanding   the   foregoing   provisions   of   this
Section 1.4, a stockholder seeking to have a proposal included in
the  Corporation's  proxy  statement for  an  annual  meeting  of
stockholders shall comply with the requirements of Regulation 14A
under  the Securities Exchange Act of 1934, as amended from  time
to time, or with any successor regulation.

      Section 1.5    Special Meetings.  Special meetings  of  the
stockholders may be called by the Chairman, the President or  the
Board of Directors.  Only business within the purpose or purposes
described in the notice for a special meeting of stockholders may
be conducted at the meeting.
<PAGE>

      Section 1.6    Notice of Meetings.  Written notice  stating
the  place, day and hour of each meeting of stockholders and,  in
the  case of a special meeting, the purpose or purposes for which
the  meeting is called, shall be given by mail not less than  ten
nor more than 60 days before the date of the meeting (except when
a  different time is required in these Bylaws or by law) to  each
stockholder  of  record entitled to vote at such meeting  and  to
such  nonvoting  stockholders as may be required  by  law.   Such
notice  shall  be  deemed to be effective when deposited  in  the
United States mail with postage thereon prepaid, addressed to the
stockholder  at  his address as it appears on the stock  transfer
books of the Corporation.

     Notice of a stockholders' meeting to act on (i) an amendment
of  the Articles of Incorporation; (ii) a plan of merger or share
exchange; (iii) the sale, lease, exchange or other disposition of
all   or  substantially  all  the  property  of  the  Corporation
otherwise  than in the usual and regular course of  business,  or
(iv)  the dissolution of the Corporation, shall be given, in  the
manner  provided above, not less than 25 nor more  than  60  days
before  the  date of the meeting.  Any notice given  pursuant  to
this  paragraph  shall  state that the purpose,  or  one  of  the
purposes, of the meeting is to consider such action and shall  be
accompanied by (x) a copy of the proposed amendment, (y)  a  copy
of  the  proposed  plan of merger or share  exchange,  or  (z)  a
summary   of  the  agreement  pursuant  to  which  the   proposed
transaction will be effected.  If only a summary of the agreement
is  sent to the stockholders, the Corporation shall also  send  a
copy of the agreement to any stockholder who requests it.

      If  a  meeting  is adjourned to a different date,  time  or
place, notice need not be given if the new date, time or place is
announced at the meeting before adjournment.  However, if  a  new
record  date  for an adjourned meeting is fixed (which  shall  be
done  if  the meeting is adjourned to a date more than  120  days
after  the date fixed for the original meeting), notice  of  such
date  shall be given to those persons entitled to notice who  are
stockholders  as of the new record date, unless a court  provides
otherwise.

       Section  1.7     Quorum  and  Voting  Requirements.   Each
outstanding share of common stock shall be entitled to  one  vote
on  each matter submitted to a vote at a meeting of stockholders.
Shares of other classes and series shall be entitled to such vote
as may be provided in the Articles of Incorporation.

      Shares entitled to vote as a separate voting group may take
action  on a matter at a meeting only if a quorum of those shares
exists with respect to that matter.  Unless otherwise required by
law, a majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum of that voting group for action
on that matter.  Once a share is represented for any purpose at a
meeting,  it  is  deemed  present for  quorum  purposes  for  the
remainder of the meeting and for any adjournment of that  meeting
unless  a  new record date is or shall be set for that  adjourned
meeting.  If a quorum exists, action on a matter, other than  the
election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes
cast  opposing the action, unless a greater number of affirmative
votes  is  required  by law or by the Articles of  Incorporation.
Directors  shall be elected by a plurality of the votes  cast  by
the shares entitled to vote in the election at a meeting at which
<PAGE>

a  quorum is present unless a different vote in required  by  the
Articles  of  Incorporation.  Less than a quorum  may  adjourn  a
meeting.

      Section 1.8    Proxies.  A stockholder may vote his  shares
in person or by proxy.  A stockholder may appoint a proxy to vote
or  otherwise act for him by signing an appointment form,  either
personally or by his attorney-in-fact.  An appointment of a proxy
is  effective when received by the Secretary or other officer  or
agent  authorized to tabulate votes and is valid  for  11  months
unless  a  longer period is expressly provided in the appointment
form.   An appointment of a proxy is revocable by the stockholder
unless  the  appointment form conspicuously  states  that  it  is
irrevocable and the appointment is coupled with an interest.

      The  death  or incapacity of the stockholder  appointing  a
proxy does not affect the right of the Corporation to accept  the
proxy's  authority unless notice of the death  or  incapacity  is
received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his authority under the
appointment.   An  irrevocable appointment is  revoked  when  the
interest  with which it is coupled is extinguished.  A transferee
for  value  of  shares subject to an irrevocable appointment  may
revoke  the appointment if he did not know of its existence  when
he  acquired  the  shares and the existence  of  the  irrevocable
appointment  was  not  noted  conspicuously  on  the  certificate
representing the shares.  Subject to any legal limitations on the
right of the Corporation to accept the vote or other action of  a
proxy  and  to  any  express limitation on the proxy's  authority
appearing on the face of the appointment form, the Corporation is
entitled  to accept the proxy's vote or other action as  that  of
the  stockholder making the appointment.  Any fiduciary  entitled
to vote any shares may vote such shares by proxy.

      Section 1.9    Waiver of Notice; Attendance at Meeting.   A
stockholder may waive any notice required by law, the Articles of
Incorporation or these Bylaws before or after the date  and  time
of  the  meeting that is the subject of such notice.  The  waiver
shall be in writing, be signed by the stockholder entitled to the
notice, and be delivered to the Secretary of the Corporation  for
inclusion in the minutes or filing with the corporate records.

     A stockholder's attendance at a meeting (i) waives objection
to  lack of notice or defective notice of the meeting, unless the
stockholder  at the beginning of the meeting objects  to  holding
the  meeting  or  transacting business at the meeting,  and  (ii)
waives  objection to consideration of a particular matter at  the
meeting  that is not within the purpose or purposes described  in
the meeting notice, unless the stockholder objects to considering
the matter when it is presented.
<PAGE>

      Section 1.10   Action Without Meeting.  Action required  or
permitted  to  be taken at a stockholders' meeting may  be  taken
without a meeting and without action by the Board of Directors if
the  action is taken by all the stockholders entitled to vote  on
the action.  The action shall be evidenced by one or more written
consents  describing  the  action  taken,  signed  by   all   the
stockholders entitled to vote on the action, and delivered to the
Secretary  of  the Corporation for inclusion in  the  minutes  or
filing  with  the  corporate records.  Action  taken  under  this
section  shall  be  effective according to  its  terms  when  all
consents are in the possession of the Corporation.  A stockholder
may  withdraw  a consent only by delivering a written  notice  of
withdrawal to the Corporation prior to the time that all consents
are in the possession of the Corporation.

     If not otherwise fixed pursuant to the provisions of Section
1.1,  the  record date for determining stockholders  entitled  to
take  action  without a meeting is the date the first stockholder
signs the consent described in the preceding paragraph.

      If  notice  of proposed action is required to be  given  to
nonvoting stockholders and the action is to be taken by unanimous
consent  of  the voting stockholders, the Corporation shall  give
its  nonvoting stockholders written notice of the proposed action
at  least ten days before the action is taken.  The notice  shall
contain  or  be accompanied by the same material that would  have
been  required by law to be sent to nonvoting stockholders  in  a
notice of a meeting at which the proposed action would have  been
submitted to the stockholders for action.

      Section  1.11   Voting List.  The officer or  agent  having
charge of the stock transfer books of the Corporation shall make,
at least ten days before each meeting of stockholders, a complete
list of the stockholders entitled to vote at such meeting or  any
adjournment thereof, with the address of and the number of shares
held  by  each.  The list shall be arranged by voting  group  and
within each voting group by class or series of shares.  Such list
shall   be  kept  on  file  at  the  registered  office  of   the
Corporation, or at its principal office or at the office  of  its
transfer  agent or registrar, for a period of ten days  prior  to
such  meeting  and  shall be subject to  the  inspection  of  any
stockholder at any time during usual business hours.   Such  list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder
during  the  whole time of the meeting for the purposes  thereof.
The  original stock transfer books shall be prima facia  evidence
as  to who are the stockholders entitled to examine such list  or
transfer  books  or  to vote at any meeting of the  stockholders.
The right of a stockholder to inspect such list at any other time
shall be subject to the limitations established by law.

       If   the  requirements  of  this  section  have  not  been
substantially complied with, the meeting shall, on the demand  of
any  stockholder in person or by proxy, be adjourned  until  such
requirements  are met.   Refusal or failure to  prepare  or  make
available the stockholders' list does not affect the validity  of
action  taken  at  the meeting prior to the making  of  any  such
demand, but any action taken by the stockholders after the making
of any such demand shall be invalid and of no effect.
<PAGE>

                     ARTICLE II - DIRECTORS

     Section 2.1    General Powers.  The Corporation shall have a
Board  of Directors.  All corporate powers shall be exercised  by
or  under the authority of, and the business and affairs  of  the
Corporation  managed  under  the  direction  of,  its  Board   of
Directors, subject to any limitation set forth in the Articles of
Incorporation.

      Section 2.2    Number and Term.  The number of directors of
the Corporation shall be eleven.  This number may be changed from
time to time by amendment to these Bylaws to increase or decrease
by 30 percent or less the number of directors last elected by the
stockholders, but only the stockholders may increase or  decrease
the  number by more than 30 percent.  No decrease in number shall
have the effect of shortening the term of any incumbent director.
Each  director shall hold office until his death, resignation  or
removal or until his successor is elected.

     Section 2.3    Nomination of Candidates.  No person shall be
eligible for election as a director unless nominated (i)  by  the
Board   of   Directors  upon  recommendation  of  the  Nominating
Committee or otherwise or (ii) by a stockholder entitled to  vote
on the election of directors pursuant to the procedures set forth
in  this Section 2.3; provided, however, that no person shall  be
eligible to be elected a director after age seventy, except  that
directors who are sixty-three or over and serving on February 20,
1997  shall  not be eligible to be elected a director  after  age
seventy-two.

       Nominations,  other  than  those  made  by  the  Board  of
Directors, may be made only by a stockholder who is a stockholder
of  record of a class of shares entitled to vote for the election
directors  at  the  time of the giving of the notice  hereinafter
described in this Section 2.3 and only if written notice  of  the
stockholder's intent to nominate one or more persons for election
as  directors at a meeting of stockholders has been given, either
by  personal delivery or by United States certified mail, postage
prepaid,  addressed  to the Secretary of the Corporation  at  the
principal office of the Corporation and received (i) on or  after
December 1st of the year immediately preceding the year in  which
the  meeting will be held and before January 1st of the  year  in
which the meeting will be held, if the meeting is to be an annual
meeting and clause (ii) is not applicable, or (ii) not less  than
60  days  before an annual meeting, if the date of the applicable
annual  meeting, as prescribed in these Bylaws, has been  changed
by  more  than  30  days, or (iii) not later than  the  close  of
business on the tenth day following the day on which notice of  a
special  meeting  of  stockholders  called  for  the  purpose  of
electing directors is first given to stockholders.

       Each  such  stockholder's  notice  shall  set  forth   the
following:  (i) as to the stockholder giving the notice  (a)  the
name  and  address  of such stockholder as  they  appear  on  the
Corporation's stock transfer books, (b) the class and  number  of
shares  of  stock of the Corporation beneficially owned  by  such
stockholder,  (c)  a representation that such  stockholder  is  a
stockholder of record and intends to appear in person or by proxy
at  such  meeting to nominate the person or persons specified  in
the  notice,  and  (d)  a  description  of  all  arrangements  or
understandings, if any, between such stockholder and each nominee
<PAGE>

and  any  other person or persons (naming such person or persons)
pursuant  to which the nomination or nominations are to be  made;
and  (ii)  as  to  each  person whom the  stockholder  wishes  to
nominate  for election as a director (a) the name, age,  business
address and, if known, residence address of such person, (b)  the
principal occupation or employment of such person, (c) the  class
and  number  of shares of the Corporation which are  beneficially
owned  by  such  person, and (d) all other  information  that  is
required to be disclosed about nominees for election as directors
in  solicitations of proxies for the election of directors  under
the Securities Exchange Act of 1934, as amended, or otherwise  by
the   rules  and  regulations  of  the  Securities  and  Exchange
Commission.   In addition, each such notice shall be  accompanied
by  the  written consent of each proposed nominee to serve  as  a
director  if  elected.  Each such consent shall  also  contain  a
statement  from  the  proposed nominee to  the  effect  that  the
information about him contained in the notice is correct.

      Section 2.4    Election.  Except as provided in Section 2.5
of  this  Article  and  in  the Articles  of  Incorporation,  the
directors  shall  be  elected  by  the  common  stockholders  and
preferred   stockholders  entitled  to  vote  with   the   common
stockholders  at  the annual meeting of stockholders,  and  those
nominees who receive the greatest number of votes shall be deemed
elected  even though they do not receive a majority of the  votes
cast.   No  individual shall be named or elected  as  a  director
without his prior consent.

      Section  2.5     Removal; Vacancies.  The stockholders  may
remove  one  or  more  directors, with or without  cause.   If  a
director  is elected by a voting group, only the stockholders  of
that voting group may vote to remove him.  Unless the Articles of
Incorporation require a greater vote, a director may  be  removed
if  the number of votes cast to remove him constitutes a majority
of  the votes entitled to be cast at an election of directors  of
the  voting  group  or voting groups by which such  director  was
elected.  A director may be removed by the stockholders only at a
meeting called for the purpose of removing him and the notice  of
the  meeting must state that the purpose, or one of the  purposes
of the meeting, is removal of the director.

      A  vacancy on the Board of Directors, including  a  vacancy
resulting  from the removal of a director or an increase  in  the
number of directors, may be filled by (i) the stockholders,  (ii)
the  Board  of  Directors  or (iii) the  affirmative  vote  of  a
majority of the remaining directors though less than a quorum  of
the  Board  of  Directors, and may, in the case of a  resignation
that  will become effective at a specified later date, be  filled
before  the  vacancy  occurs but the new director  may  not  take
office until the vacancy occurs.

     Section 2.6    Compensation.  The Board of Directors may fix
the  compensation of directors for their services and may provide
for  the  payment  of  all  expenses  incurred  by  directors  in
attending regular and special meetings of the Board of Directors.

     Section  2.7   Change of Responsibility.  A member  of  the
Board   of  Directors  who  has  a  significant  change  in   job
responsibility or who ceases to continue to hold the job held  at
the  last  Annual Shareholders' Meeting, shall offer a letter  of
resignation  to the Board of Directors promptly upon such  change
of responsibility or job.
<PAGE>

                ARTICLE III - DIRECTORS' MEETINGS

      Section  3.1     Annual  and Regular Meetings.   An  annual
meeting  of  the Board of Directors, which shall be considered  a
regular meeting, shall be held immediately following each  annual
meeting of stockholders, for the purpose of electing officers and
carrying  on such other business as may properly come before  the
meeting.   The  Board of Directors may also adopt a  schedule  of
additional  meetings which shall be considered regular  meetings.
Regular  meetings shall be held at such times and at such places,
within  or without the Commonwealth of Virginia, as the  Chairman
or,  in his absence, the President, shall designate.  If no place
is  designated, regular meetings shall be held at  the  principal
office of the Corporation.

      Section 3.2    Special Meetings.  Special meetings  of  the
Board of Directors shall be held on the call of the Chairman, the
President or any three members of the Board of Directors  at  the
principal office of the Corporation or at such other place as the
Chairman, or in his absence, the President, shall designate.

      Section  3.3    Telephone Meetings.  The Board of Directors
may  permit  any or all directors to participate in a regular  or
special  meeting by, or conduct the meeting through the  use  of,
any  means  of communication by which all directors participating
may  simultaneously  hear  each  other  during  the  meeting.   A
director participating in a meeting by this means is deemed to be
present in person at the meeting.

      Section 3.4    Notice of Meetings.  No notice need be given
of regular meetings of the Board of Directors.

      Notice of special meetings of the Board of Directors  shall
be given to each director in person or delivered to his residence
or  business address, or such other place as he may have directed
in  writing, not less than 24 hours before the meeting  by  mail,
messenger,  telecopy,  telegraph,  or  other  means  of   written
communication  or by telephoning such notice to  him.   Any  such
notice  shall  set forth the time and place of  the  meeting  and
state the purpose for which it is called.

      Section 3.5    Quorum; Voting.  A majority of the number of
directors fixed in these Bylaws shall constitute a quorum for the
transaction  of business at a meeting of the Board of  Directors.
If a quorum is present when a vote is taken, the affirmative vote
of a majority of the directors present is the act of the Board of
Directors unless the act of a greater number is required by  law,
the Articles of Incorporation or these Bylaws.  A director who is
present  at  a  meeting of the Board of Directors when  corporate
action  is  taken is deemed to have assented to the action  taken
unless  (i)  he  objects  at the beginning  of  the  meeting,  or
promptly upon his arrival, to holding it or transacting specified
business  at  the meeting; or (ii) he votes against, or  abstains
from, the action taken.

      Section 3.6    Waiver of Notice; Attendance at Meeting.   A
director  may waive any notice required by law, the  Articles  of
Incorporation, or these Bylaws before or after the date and  time
stated in the notice, and such waiver shall be equivalent to  the
giving  of such notice.  Except as provided in the next paragraph
<PAGE>

of  this section, the waiver shall be in writing, signed  by  the
director  entitled to the notice and filed with  the  minutes  or
corporate records.

      A  director's attendance at or participation in  a  meeting
waives  any  required  notice to him of the  meeting  unless  the
director  at  the beginning of the meeting or promptly  upon  his
arrival objects to holding the meeting or transacting business at
the  meeting and does not thereafter vote for or assent to action
taken at the meeting.

      Section 3.7    Action Without Meeting.  Action required  or
permitted  to  be taken at a Board of Directors' meeting  may  be
taken without a meeting if the action is taken by all members  of
the  Board.  The action shall be evidenced by one or more written
consents  describing the action taken, signed  by  each  director
either  before  or after the action taken, and  included  in  the
minutes or filed with the corporate records reflecting the action
taken.   Action taken under this section shall be effective  when
the  last director signs the consent unless the consent specifies
a  different  effective date in which event the action  taken  is
effective as of the date specified therein, provided the  consent
states the date of execution by each director.


               ARTICLE IV - COMMITTEE OF DIRECTORS

      Section  4.1     Committees.  The Board  of  Directors  may
create one or more committees and appoint members of the Board of
Directors  to  serve on them.  Unless otherwise provided  herein,
each  committee shall have two or more members who serve  at  the
pleasure  of the Board of Directors.  The creation of a committee
and  appointment of members to it shall be approved by the number
of  directors required to take action under Section 3.5 of  these
Bylaws.

      Section  4.2     Authority of Committees.   To  the  extent
specified by the Board of Directors, each committee may  exercise
the  authority of the Board of Directors, except that a committee
may  not (i) approve or recommend to stockholders action that  is
required  by  law  to  be  approved by  stockholders;  (ii)  fill
vacancies  on  the Board of Directors or any of  its  committees;
(iii)  amend  the  Articles of Incorporation without  stockholder
approval; (iv) adopt, amend, or repeal these Bylaws; (v)  approve
a  plan  of  merger  not  requiring  stockholder  approval;  (vi)
authorize  or  approve  a distribution,  except  according  to  a
general  formula or method prescribed by the Board of  Directors;
or  (vii)  authorize or approve the issuance, or sale or contract
for  sale  of  stock, or determine the designation  and  relative
rights,  preferences, and limitations of a  class  or  series  of
stock,  except  that  the  Board of  Directors  may  authorize  a
committee,  or a senior executive officer of the Corporation,  to
do  so  within  limits specifically prescribed by  the  Board  of
Directors.

      Section 4.3    Executive Committee.  The Board of Directors
shall  appoint an Executive Committee consisting of two  or  more
directors, which committee shall have all of the authority of the
Board of Directors except to the extent such authority is limited
by the provisions of Section 4.2.
<PAGE>

      Section  4.4     Audit Committee.  The Board  of  Directors
shall  appoint  an Audit Committee consisting of  not  less  than
three  directors, none of whom shall be officers, which committee
shall regularly review the adequacy of the Corporation's internal
financial  controls,  review with the  Corporation's  independent
public   accountants  the  annual  audit  and   other   financial
statements,  and  recommend the selection  of  the  Corporation's
independent public accountants.

     Section 4.5    Nominating Committee.  The Board of Directors
shall appoint a Nominating Committee consisting of not less  than
three  directors,  a majority of whom shall not  be  officers  or
employees,  which  committee shall  recommend  to  the  Board  of
Directors  the names of persons to be nominated for  election  as
directors of the Corporation.

       Section  4.6     Compensation  Committee.   The  Board  of
Directors  shall appoint a compensation committee  consisting  of
not  less  than three directors, none of whom shall be  officers,
which  committee  shall recommend to the Board of  Directors  the
compensation  of directors and those officers of the  Corporation
who   are   directors,  make  awards  under   the   Corporation's
discretionary  employee benefit plans, and  make  recommendations
from  time  to  time  to  the Board of  Directors  regarding  the
Corporation's compensation program.

      Section  4.7     Committee  Meetings;  Miscellaneous.   The
provisions of these Bylaws which govern meetings, action  without
meetings,  notice  and waiver of notice, and  quorum  and  voting
requirements  of  the  Board of Directors  shall  also  apply  to
committees of directors and their members.


                      ARTICLE V - OFFICERS

      Section  5.1    Officers.  The officers of the  Corporation
shall  be  a Chairman, a Chief Executive Officer, a President,  a
Secretary,   a  Chief  Financial  Officer,  and  such  additional
officers,  including Vice Presidents and other officers,  as  the
Chief  Executive  Officer  or the Board  of  Directors  may  deem
necessary   or   advisable  to  conduct  the  business   of   the
Corporation.  The Chairman and the President shall be members  of
the  Board  of  Directors and one of them shall be designated  as
Chief  Executive  Officer.  The Board  of  Directors  shall  also
designate   those  officers  who  are  deemed  to  be  "Executive
Officers."  Any two offices may be combined except the offices of
President and Secretary.

      Section 5.2    Election, Term.  Executive Officers shall be
elected  at  each  annual meeting of the Board of  Directors  and
shall  hold office, unless removed, until the next annual meeting
of  the Board of Directors or until their successors are elected.
All  other  officers  shall be appointed by the  Chief  Executive
Officer  and  shall  hold  office, unless  removed,  until  their
successors  are appointed.  Any officer may resign  at  any  time
upon written notice to the authority which appointed him.
<PAGE>

     Section 5.3    Removal of Officers.  Officers elected by the
Board of Directors may be removed, with or without cause, at  any
time  by  the  Board  of Directors.  Appointed  officers  may  be
similarly  removed by the person having the authority to  appoint
them.

      Section 5.4    Duties of the Chief Executive Officer.   The
Chief  Executive  Officer shall have general charge  of,  and  be
charged  with,  the duty of supervision of the  business  of  the
Corporation.   In  addition, he shall perform such  duties,  from
time  to  time,  as  may  be assigned to  him  by  the  Board  of
Directors.

      Section  5.5    Duties of the Chairman.  Unless he declines
to  serve,  the  Chairman shall preside at all  meetings  of  the
stockholders and the Board of Directors and perform such  duties,
from  time  to  time, as may be assigned to him by the  Board  of
Directors.

     Section 5.6    Duties of the President.  The President shall
have such powers and duties as generally pertain to that position
and, in the absence of the Chairman, unless he declines to serve,
he  shall  preside  at all meetings of the stockholders  and  the
Board of Directors.  He shall further perform such duties as may,
from  time  to  time, be assigned to him by the  Chief  Executive
Officer or the Board of Directors.

     Section 5.7    Duties of the Secretary.  The Secretary shall
have  the  duty to see that a record of the proceedings  of  each
meeting  of the stockholders and the Board of Directors, and  any
committee  of  the Board of Directors, is properly  recorded  and
that  notices  of all such meetings are duly given in  accordance
with the provisions of these Bylaws or as required by law; he may
affix  the corporate seal to any document the execution of  which
is duly authorized, and when so affixed may attest the same; and,
in general, he shall perform all duties incident to the office of
secretary  of a corporation, and such other duties as, from  time
to time, may be assigned to him by the Chief Executive Officer or
the Board of Directors, or as may be required by law.

      Section 5.8    Duties of the Chief Financial Officer.   The
Chief  Financial Officer shall have charge of and be  responsible
for  all  securities,  funds, receipts and disbursements  of  the
Corporation, and shall deposit or cause to be deposited,  in  the
name  of the Corporation, all monies or valuable effects in  such
banks, trust companies or other depositories as shall, from  time
to  time, be selected by or under authority granted by the  Board
of  Directors; he shall be custodian of the financial records  of
the  Corporation;  he shall keep or cause to  be  kept  full  and
accurate  records  of  all  receipts  and  disbursements  of  the
Corporation  and shall render to the Chairman, the President  and
the  Board  of Directors, whenever requested, an account  of  the
financial  condition of the Corporation; and shall  perform  such
duties  as may be assigned to him by the Chief Executive  Officer
or the Board of Directors.

     Section 5.9    Duties of Other Officers.  The other officers
of  the  Corporation shall have such authority and  perform  such
duties  as  shall be prescribed by the Board of Directors  or  by
officers  authorized to appoint them to their respective offices.
To  the  extent that such duties are not so stated, such officers
shall  have such authority and perform the duties which generally
pertain  to  their respective offices, subject to the control  of
the Chief Executive Officer or the Board of Directors.
<PAGE>

     Section 5.10   Voting Securities of Other Corporations.  Any
one of the Chairman, the President or the Chief Financial Officer
shall have power to act for and vote on behalf of the Corporation
at  all meetings of the stockholders of any corporation in  which
this  Corporation holds stock, or in connection with any  consent
of stockholders in lieu of any such meeting.

      Section 5.11   Certain Agents.  The Chief Executive Officer
or  such other officer as he may authorize may from time to  time
engage  employees of subsidiaries of the Corporation to be agents
for  the  Corporation to perform staff or operational  functions.
Such  persons  may  act on behalf of the Corporation  under  such
titles (including designations as divisional officers) as may  be
specified  from time to time by the Chief Executive Officer,  but
no  engagement under this section shall constitute such agent  an
employee  or  officer  of  the Corporation.   Such  agents  shall
perform  the  duties assigned to them from time to  time  by  the
Chief   Executive  Officer  or  by  any  other  officer  of   the
Corporation authorized to make such assignments.  Any such  agent
may  be removed, with or without cause, at any time by the  Chief
Executive  Officer.  This section shall not limit  the  authority
any  officer  or  any  other  employee  of  the  Corporation  may
otherwise  have  respecting  the engagement  of  agents  for  the
Corporation.

      Section  5.12   Bonds.  The Board of Directors may  require
that any or all officers, employees and agents of the Corporation
give   bond   to  the  Corporation,  with  sufficient   sureties,
conditioned upon the faithful performance of the duties of  their
respective offices or positions.


               ARTICLE VI - CERTIFICATES OF STOCK

      Section 6.1    Form.  Stock of the Corporation shall,  when
fully   paid,  be  evidenced  by  certificates  containing   such
information  as is required by law and approved by the  Board  of
Directors.  Certificates shall be signed by the President or  any
Vice President and the Secretary or an Assistant Secretary or the
Treasurer  or  an Assistant Treasurer and may (but need  not)  be
sealed with the seal of the Corporation.  Any such signature  may
be  a  facsimile,  engraved or printed,  if  the  certificate  is
countersigned, manually or by facsimile, by a transfer agent,  or
registered by a registrar, other than the Corporation  itself  or
an  employee  of  the Corporation.  In case any such  officer  or
authorized  officer of the transfer agent or  registrar  who  has
signed or whose facsimile signature has been placed upon any such
certificate  shall have ceased to be such officer  or  authorized
officer   of   the  transfer  agent  or  registrar  before   such
certificate  is  issued, the certificate shall, nevertheless,  be
valid.

     Section 6.2    Lost, Stolen or Destroyed Stock Certificates.
The Corporation may issue a new stock certificate in the place of
any  certificate theretofore issued which is alleged to have been
lost,  stolen  or  destroyed and may require the  owner  of  such
certificate, or his legal representative, to give the Corporation
a  bond, sufficient to indemnify it against any claim that may be
made  against  it  on  account  of the  alleged  loss,  theft  or
destruction of any such certificate or the issuance of  any  such
new certificate.
<PAGE>

      Section  6.3    Transfer.  The Board of Directors may  make
such rules and regulations concerning the issue, registration and
transfer   of   certificates  representing  the  stock   of   the
Corporation  as  it  deems necessary or proper  and  may  appoint
transfer  agents  and  registrars.   Unless  otherwise  provided,
transfers  of  stock  and of the certificates  representing  such
stock  shall  be  made  upon  the books  of  the  Corporation  by
surrender   of   the  certificates  for  the  stock  transferred,
accompanied by written assignments given by the owners  or  their
attorneys-in-fact.


                 ARTICLE VII - VIRGINIA CONTROL
                    SHARE ACQUISITION STATUTE

      The  provisions  of  Article 14.1  of  the  Virginia  Stock
Corporation Act (13.1-728.1 et seq.) in effect on the 8th day  of
February,  1990, shall not apply to the acquisition of shares  of
this Corporation.


             ARTICLE VIII - MISCELLANEOUS PROVISIONS

      Section 8.1    Corporate Seal.  The corporate seal  of  the
Corporation  shall be circular and shall have inscribed  thereon,
within and around the circumference, "JAMES RIVER CORPORATION  OF
VIRGINIA".  In the center shall be the word "SEAL".

      Section  8.2     Fiscal  Year.   The  fiscal  year  of  the
Corporation shall be determined in the discretion of the Board of
Directors, but in the absence of any such determination it  shall
be  a  fiscal  year of either 52 or 53 weeks ending on  the  last
Sunday in December.

      Section  8.3     Constitutive Resolutions.  A "Constitutive
Resolution"  is a resolution of the Board of Directors  which  is
(i)  designated therein as a "Constitutive Resolution"  and  (ii)
adopted by the unanimous vote of the directors present and voting
if  a  quorum  is  present when a vote is taken.  Notwithstanding
anything in Section 3.5 or any other provision of these Bylaws to
the  contrary,  a Constitutive Resolution can only be  rescinded,
revoked, amended or modified by the affirmative vote of  all  the
directors then in office and the quorum of the Board of Directors
which  shall  be  present to consider such action  shall  be  the
number of directors then in office.

      Section 8.4    Amendments.  These Bylaws may be amended  or
repealed,  and new Bylaws may be made, at any regular or  special
meeting  of  the Board of Directors by a majority  of  the  Board
except  that  action to adopt or amend a bylaw that  changes  the
quorum or voting requirement applicable to meetings of the  Board
of  Directors must meet the quorum requirement and be adopted  by
the  vote  required  to take action under the quorum  and  voting
requirement  then  in  effect.   Bylaws  made  by  the  Board  of
Directors may be repealed or changed and new Bylaws may  be  made
by  the stockholders, and the stockholders may prescribe that any
Bylaw  made by them shall not be altered, amended or repealed  by
the Board of Directors.