Exhibit 4(b)
                         AMENDMENT NO. 2
                                
                               TO
                                
    AMENDED AND RESTATED RIGHTS AGREEMENT DATED MAY 12, 1992
        AS AMENDED BY AMENDMENT NO. 1 DATED JUNE 8, 1992



       This   Amendment  No.  2  executed  between  James   River
Corporation  of  Virginia (the "Company") and  Wachovia  Bank  of
North  Carolina, N. A. ("Wachovia") dated January 31, 1996 amends
the Amended and Restated Rights Agreement between the Company and
NationsBank of Virginia, N. A. dated May 12, 1992 (the  "Original
Agreement")  as amended by Amendment No. 1 dated  June  8,  1992,
between the Company and NationsBank of Virginia, N.A. ("Amendment
No.  1").  Together, the Original Agreement and Amendment  No.  1
are herein considered the Amended Agreement.

                            RECITALS

      A.    Section  21  of  the Original Agreement  permits  the
Company  to  remove  a Rights Agent (as defined  in  the  Amended
Agreement) and appoint a successor Rights Agent.

      B.    Pursuant  to the terms of Amendment No.  1,  Wachovia
serves as the Rights Agent.

     C.     The Company has appointed Norwest Bank of Minnesota, N.
A.  ("Norwest")  as  its transfer agent and  registrar,  dividend
disbursing  agent, dividend reinvestment agent, and Rights  Agent
pursuant to a resolution adopted by the Board of Directors of the
Company on December 14, 1995.

      D.    Pursuant to Section 21 of the Original Agreement, the
Company  has  provided notification to Wachovia on  December  20,
1995  that  it  has appointed Norwest as Rights  Agent  effective
January 31, 1996.


     NOW, THEREFORE, the Company and Wachovia agree as follows:

     Effective  January  31, 1996, the term  "Rights  Agent"
     shall be amended to mean Norwest and its successors and
     assigns  or  any  successor  entity  appointed  by  the
     Company.

     The  fifth  sentence of Section 21 is  deleted  and  is
     replaced with the following:

     Any  successor Rights Agent, whether appointed  by  the
     Company  or  by  such a court, shall be  a  corporation
     organized  and  doing business under the  laws  of  the
     United  States or of any state of the United States  so
     long  as such corporation is in good standing,  and  is
     authorized under such laws to exercise corporate  trust
     powers and is subject to supervision or examination  by
     federal or state authority and which has at the time of
     its  appointment as Rights Agent a combined capital and
     surplus of at least $50 million.
                             
                             				E-2

     Section 26 is amended by deleting the address for the Rights
     Agent provided for and inserting instead:

               Norwest Bank of Minnesota, N.A.
               161 North Concord Exchange
               South St. Paul MN  55075

      This  amendment  shall  be governed  by  and  construed  in
accordance with the laws of the Commonwealth of Virginia.

     This amendment may be executed in counterparts and each such
counterpart shall be deemed to be an original.

      The  Amended Agreement as amended by this Amendment  No.  2
shall be read together to constitute one agreement.




JAMES RIVER CORPORATION                 WACHOVIA BANK OF
OF VIRGINIA                             NORTH CAROLINA, N. A.


By: /s/ Clifford A. Cutchins, IV       By: /s/ Robert W. Seifert

Title: Senior Vice President           Title: Vice President