SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                 For the year ended            Commission File
                  December 29, 1996             Number 1-7911

                             JAMES RIVER CORPORATION
                                   of Virginia
             (Exact name of registrant as specified in its charter)

               VIRGINIA                                    54-0848173
    (State or Other Jurisdiction of                     (I.R.S. Employer
    Incorporation or Organization)                     Identification No.)

                 120 Tredegar Street, Richmond, Virginia 23219
                    (Address of Principal Executive Offices)

               Registrant's Telephone Number, Including Area Code
                                 (804) 644-5411

                Securities registered pursuant to Section 12(b) of the Act:
                                                       Name of Each Exchange
Title of Each Class                                    on Which Registered

Common Stock, $.10 par value                           New York Stock Exchange

Rights to Purchase Series M                            New York Stock Exchange
Cumulative Participating
Preferred Stock, $10 par value

Series K $3.375 Cumulative                             New York Stock Exchange
Convertible Exchangeable
Preferred Stock, $10 par value

Depositary Shares Representing                         New York Stock Exchange
Series L $14.00 Cumulative
Convertible Exchangeable
Preferred Stock, $10 par value

Depositary Shares Representing                         New York Stock Exchange
Series O 8 1/4% Cumulative
Preferred Stock, $10 par value

Depositary Shares Representing                         New York Stock Exchange
Series P 9% Cumulative Convertible
Preferred Stock, $10 par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
                                                     Yes x      No

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Aggregate market value of voting stock, including common stock and depositary
  shares representing Series P 9% Cumulative Convertible Preferred Stock, held
  by non-affiliates of the registrant, at close of business,
  February 20, 1997............................................. $2,750,746,261
Number of shares of $.10 par value common stock outstanding,
as of February 20, 1997. ............................................86,305,095

Documents Incorporated by Reference:
(1) Portions of the registrant's Annual Report to Shareholders for the year
ended December 29, 1996, incorporated into Parts I and II hereof; and (2)
Portions of the registrant's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on April 24, 1997, incorporated into Part III hereof.

<PAGE>


                       JAMES RIVER CORPORATION OF VIRGINIA
                           Annual Report on Form 10-K
                                December 29, 1996

                                TABLE OF CONTENTS

                                     PART I
                                                                           Page

Item  1.  Business.........................................................   3

Item  2.  Properties........................................................ 11

Item  3.  Legal Proceedings................................................. 12

Item  4.  Submission of Matters to a Vote of Security Holders................12

          Executive Officers of the Registrant.............................. 13

                                     PART II

Item  5.  Market for Registrant's Common Equity and
           Related Stockholder Matters...................................... 15

Item  6.  Selected Financial Data........................................... 15

Item  7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.............................. 15

Item  8.  Financial Statements and Supplementary Data....................... 15

Item  9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure.............................. 16

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant................ 16

Item 11.  Executive Compensation............................................ 16

Item 12.  Security Ownership of Certain Beneficial Owners
           and Management................................................... 16

Item 13.  Certain Relationships and Related Transactions.................... 16


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and
           Reports on Form 8-K.............................................. 17


<PAGE>


                                     PART I


ITEM 1.        BUSINESS

(a)      GENERAL DEVELOPMENT OF BUSINESS

James River  Corporation  of Virginia  (together with its  subsidiaries,  "James
River"  or the  "Company")  was  founded  in  1969  and is  incorporated  in the
Commonwealth of Virginia. James River is a marketer and manufacturer of consumer
products,  including towel and tissue and disposable  food and beverage  service
products;  as well as  packaging,  including  folding  cartons  and  foodservice
products;  and  communications  papers,  including business papers and specialty
papers.  James River is one of the industry leaders in terms of sales within the
United  States  and  Europe  in towel and  tissue  products.  James  River is an
industry  leader,  as  measured  by sales of  disposable  foodservice  items and
folding cartons,  within the United States,  and, on the West Coast, in uncoated
business papers. During its twenty-eight year history, James River has pursued a
strategy of  internal  growth and  acquisition  which has allowed the Company to
significantly  expand its  business and broaden its product  lines.  Disclosures
made herein are as of December  29,  1996,  or for the 52-week  year then ended.
Portions  of  the  James  River   Corporation  of  Virginia   Annual  Report  to
Shareholders  for the year ended December 29, 1996,  (the "1996 Annual  Report")
are incorporated in this Form 10-K by specific reference.

One of the  Company's  key  strategies  in recent years has been to focus on its
core, paper  technology-based  consumer  products and packaging  businesses.  In
support of this  strategic  focus,  the  Company  has  entered  into a number of
transactions in the past few years.  The Company's most  significant  investment
during the last five years was in its European Consumer Products subsidiary.  In
July 1994, the Company increased its share of ownership in the European Consumer
Products Business from 43% to 86% at a cost of approximately  $575 million.  The
Company  acquired the remaining  14% interest in  September,  1996, at a cost of
$200 million to bring its ownership to 100%.  In the Company's  efforts to focus
on its core  businesses,  James River has also  divested of a number of non-core
operations in 1996 and 1995. In August 1996,  the Company  completed the sale of
its Flexible  Packaging group which included four lamination and coating plants,
five film and converting  plants,  and a rigid plastics  container plant.  Gross
cash  proceeds of $373 million from the sale were used to purchase the remaining
14% interest in the  European  Consumer  Products  Business  with the  remaining
proceeds used to reduce long-term variable-rate  borrowings.  Additionally,  the
Company  completed the sale of its Inks  Division of the  Packaging  Business in
October 1996 for cash proceeds of $27 million and the sale of its Handi-Kup foam
cup  operations  and its  specialty  operations of the North  American  Consumer
Products  Business for  proceeds of $52 million and $30  million,  respectively.
Outstanding  debt was reduced by $577 million in 1996 using a combination of net
divestiture proceeds and cash flows provided by operations. In 1995, James River
spun off Crown Vantage Inc. ("Crown Vantage") which consisted of a large part of
its Communications  Papers Business along with the specialty paper-based portion
of the Packaging Business.  As a result of this spin-off,  the Company decreased
its exposure to the cyclical  printing and publishing  papers market and reduced
debt by $500 million.  Acquisitions,  dispositions  and  investments  during the
three years ended December 29, 1996, are discussed in Notes 2 and 17 of Notes to
Consolidated  Financial  Statements in the 1996 Annual Report, which information
is incorporated herein by reference.

The Company continues to focus on reducing costs, intensifying marketing and new
product  development   activities  to  further  strengthen  its  brands,  fixing
underperforming  businesses,  and  restructuring  its  portfolio of assets.  The
Company  currently expects that the  rationalization  of its portfolio of assets
will continue in 1997 and may include,  among other items,  the  divestiture  of
some of James River's owned timberlands.  Future  divestiture  proceeds and free
cash  flow  will be  directed  toward  capital  structure  simplification,  debt
reduction, or possibly, strategic acquisitions.
<PAGE>

(b)      FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

James River  currently  conducts its business in three major  segments:  (i) the
Consumer Products segment,  which manufactures and markets paper-based  personal
care and  disposable  tabletop  products;  (ii)  the  Packaging  segment,  which
provides  retail  packaging  for food  and  consumer  products;  and  (iii)  the
Communications Papers segment,  which manufactures and markets uncoated business
and  printing  papers  serving  the  commercial  printing  and  office  markets.
Financial  information  on the  Company's  segments  for the three  years  ended
December 29, 1996,  is presented in Note 16 of Notes to  Consolidated  Financial
Statements and Supplemental Pro Forma Financial  Information  (Unaudited) in the
1996 Annual Report, which information is incorporated herein by reference.

(c)      NARRATIVE DESCRIPTION OF BUSINESS

Principal Products

James River processes basic raw materials,  such as wood, wood pulp, wastepaper,
paperboard and plastic resins,  into products which generally are close to or in
their end use form.

         Consumer Products Business - North America. The North American Consumer
Products   Business,   headquartered   in  Norwalk,   Connecticut,   represented
approximately  45% of the  Company's  consolidated  sales in 1996 and would have
comprised 47% of  consolidated  sales as the Company was  configured at December
29, 1996. This business  produces personal care products such as bathroom tissue
and towels;  and  disposable  tabletop  products such as paper and plastic cups,
paper plates,  napkins and plastic cutlery. The North American Consumer Products
Business is organized  along retail and commercial  market  channels,  with each
channel carrying both personal care products and tabletop  products.  The retail
group markets a number of popular  national brands  including  QUILTED  NORTHERN
bathroom tissue;  BRAWNY paper towels;  VANITY FAIR premium  napkins;  and DIXIE
plates,  cups  and  cutlery;  as well as a number  of  regional  brands.  Retail
products are marketed  principally through grocery stores, mass merchants,  drug
stores and warehouse  clubs.  The commercial  group markets the broadest line of
personal care and tabletop  products in the industry  under the DIXIE,  MARATHON
and JAMES RIVER - CANADA brand names, as well as a variety of regional brands. A
national  sales force sells these  products to fast food chains,  sanitary paper
distributors,  janitorial supply  distributors and foodservice  distributors for
use in restaurants, hotels, offices, factories and schools.

         Consumer  Products  Business - Europe.  The European  Consumer Products
Business, headquartered in Brussels, Belgium, comprised approximately 29% of the
Company's   consolidated   sales  in  1996  and  would  have  comprised  30%  of
consolidated  sales as the Company was  configured  at December  29,  1996.  The
European Consumer Products  Business' product lines,  which are sold in both the
retail and  away-from-home  markets,  include towel and tissue  products such as
bathroom and facial tissue, paper towels, and tabletop products such as napkins,
placemats,  cups and  plates.  The  European  Consumer  Products  Business  also
produces  unconverted  tissue,  feminine  hygiene  products,  as well as various
nonwoven  products.  The European Consumer  Products  Business' branded products
include LOTUS bathroom tissue and VANIA feminine hygiene products, both of which
occupy leading positions in the French market,  TENDERLY bathroom tissue sold in
Italy and COLHOGAR bathroom tissue sold in Spain.

         Packaging Business.  The Packaging Business,  headquartered in Milford,
Ohio, produces packaging for many consumer products and pharmaceutical companies
and other  diversified  businesses  throughout the United States.  This business
accounted for approximately 19% of the Company's  consolidated sales in 1996 and
would have comprised 15% of  consolidated  sales as the Company is configured at
December 29, 1996.  Products  provided by this business  include folding cartons
and paperboard (such as ice cream cartons, cereal boxes and microwave packages),
and foodservice  products (such as QUILT-RAP and other sandwich  wraps,  freezer
papers and interfolded  paper products).  Folding cartons are produced from both
<PAGE>

bleached and recycled  paperboard.  Folding carton operations are supported by a
polyethylene  extrusion  coating plant and an automated carton die manufacturing
plant.  Foodservice  products  utilize paper or paperboard based substrates that
are coated,  treated,  or laminated to create packaging  materials  suitable for
"ready to serve" food products.

         Communications  Papers Business.  The Company's  Communications  Papers
Business, headquartered in Norwalk, Connecticut, represented approximately 7% of
the  Company's  consolidated  sales  in 1996  and  would  have  comprised  8% of
consolidated  sales as the Company is  configured  at  December  29,  1996.  The
Communications  Papers Business is primarily focused on two major product lines:
printing and publishing papers and converting and specialty papers. Printing and
publishing  papers  serve the  commercial  printing  and office  markets.  These
products are designed to meet the needs of the printing and  publishing  markets
and are sold  either on a direct  basis or  through  merchants  and  brokers  to
consumers, publishers and printers. The Company's WORD PRO, XEROBOND and private
label  business  papers  are used in  offices  and by retail  printers  for copy
machines  and offset  presses.  James  River  also  produces  numerous  recycled
business and printing  papers  including  EUREKA!  20,  recycled-content  office
papers,  printing papers, forms and envelope converting papers; and EUREKA! copy
paper, formsbond and offset printing papers.

Marketing

Marketing of the Company's North American consumer products, packaging products,
and  communications  papers is  managed  at the  product  group  level and along
distribution channels in order to supply customers with a broad line of products
and to focus on national and regional market needs.  The Company's  products are
marketed  directly  to  customers  both  through  national  and  regional  sales
organizations  as well as through  outside  distributors  who focus on  specific
market segments,  including James River's Commercial Products sales force, which
markets both  personal  care and tabletop  products to the  commercial  markets.
Regional  distribution centers located throughout the United States are utilized
to minimize inventories and transportation costs to customers.

Marketing  of the  Company's  products  within  Europe is  similar to the United
States. National (i.e. individual country) sales organizations are necessary due
to  the   customer,   consumer  and  cultural   differences   among   countries.
Additionally,  despite the  elimination  of many  tariffs and trade  barriers in
Europe,  logistics  costs  remain much  higher than in the United  States due to
infrastructure   differences,   language   issues,   varying   customer  service
requirements,  and local delivery customs or preferences.  Thus, the majority of
products are produced and sold within national  markets.  As customers move in a
more pan-European direction via expansion,  mergers and cross-border  alliances,
multi-national  sales force  cooperation and pan-European  sales,  marketing and
logistics efforts are established to service their changing needs.

New Products

James River is continually enhancing the quality and design of its products, and
expanding its product  offerings to meet various  customer  needs.  During 1996,
each of the Company's three  businesses  introduced new or expanded  products to
the  marketplace.  Within the North American  Consumer  Products  Business,  the
Company  introduced  for the retail market,  QUILTED  NORTHERN ULTRA DOUBLE ROLL
bathroom tissue and for the commercial  market DIXIE  PERFECTOUCH  paper hot cup
and COMPACT coreless  bathroom tissue.  The Company's new QUILTED NORTHERN ULTRA
DOUBLE ROLL bathroom tissue,  a super premium tissue product,  is an enhancement
to the Company's  QUILTED NORTHERN tissue line. The Company's  European Consumer
Products  Business  introduced  several  product  enhancements to strengthen its
position in markets  where it already  holds  strong  branded  positions  and in
emerging  markets  with high  growth  potential  such as Russia  and the  Baltic
countries. The Company developed and introduced new bathroom tissue (2 ply and 3
ply), kitchen towels and handkerchiefs  using innovative  embossing  techniques.
<PAGE>

The Company's  Packaging Business provided superior microwave packaging with its
patented QWIK WAVE family of products,  which was expanded to include QWIK CHECK
and MICROFLEX Q. The materials in these microwave  packages use microwave energy
to crisp and brown  foods.  During  1996,  the  Communications  Papers  Business
continued to expand and improve its branded product lines.

Raw Materials and Supplies

James River utilizes a variety of raw materials in its manufacturing  processes.
These include wood, wood pulp,  wastepaper,  other natural and synthetic fibrous
materials, selected base papers and boards, plastic films, resins and chemicals.
James  River  believes  there  is  generally  a  sufficient  supply  of these or
substitutable raw materials.

In addition to these materials, pulp and paper production depends on an adequate
supply of water,  electric power and various forms of fuel. The Company directly
generates  approximately  20 percent of its  electrical  power needs  internally
through   turbine-generators  and  hydroelectric  stations,  which  are  located
principally in New England, the Midwest and the Southeast.  The Company operates
or is  associated  with  a  number  of  cogeneration  facilities  which  produce
electricity  for sale to local  utilities and which  effectively  generate steam
used in the papermaking  process,  while reducing both air and water  emissions.
James  River  generates  more  than  one-half  of its  fuel  needs  through  the
utilization of black liquor (which is a by-product of the pulping process), wood
waste and other residue.

The Company's paper products are  manufactured  principally from wood pulp which
is produced  internally  or is purchased  from external  sources.  James River's
virgin pulping  facilities  include those producing both chemical and mechanical
pulp.  Additionally,  the  Company  produces  secondary  fiber pulp  through the
recycling of wastepaper  and other  reclaimable  fiber  sources.  This secondary
fiber pulp is generally used  internally  for paper  production  processes.  The
capacity of James River's pulping  facilities,  in North America and Europe,  is
summarized as follows:

                                                           Capacity
    Pulp Type                                           (Tons Per Year)
    ---------                                           ---------------
    Chemical     ........................................  1,795,000
    Mechanical   .......................................     120,000
    Secondary    .......................................     938,000
                                                          ----------
        Total    ........................................  2,853,000
                                                          ==========
In  addition  to the  Company's  internal  sources,  several  types  of pulp are
purchased from other  suppliers in the United States,  Canada and other parts of
the world. Purchased pulp is used to supply partially integrated paper mills, to
obtain types of pulp not produced by the Company, or to minimize  transportation
costs.  James River is a net seller in North  America of  approximately  200,000
tons per year of market pulp.  These market pulp sales are reported in the North
American Consumer Products Business.  The Company's paper machines in Europe are
supplied  through a combination of James River's North American pulp production,
secondary fiber pulp and purchased chemical pulp.  Substantially all of the pulp
acquired  within the United  States is purchased at or below  prevailing  market
prices through the use of volume  discounts.  James River  purchases  wastepaper
from  a  variety  of  collection  agents  and  outside  vendors  for  use in the
production   of  secondary   fiber  pulp.   Secondary   fiber  pulp   represents
approximately 30% of James River's total worldwide pulp production.

Pulpwood and  woodchips  used in James  River's  pulp mills are obtained  from a
combination of owned and leased lands, lands covered by long-term cutting rights
agreements,  pulpwood and woodchip supply contracts,  and open market purchases.
All of the  timberlands  controlled by James River or its affiliates are managed
on a sustained-yield  basis, and the rate of harvesting is generally equal to or
less than the average growth rate.  James River presently has controlled  access
to the  timber  supply  from a total  of  approximately  3.0  million  acres  of
<PAGE>

timberland. Of the total current timber supply,  approximately 260,000 acres are
located in New England,  the Southeast  and the  Northwest.  An  additional  2.6
million  acres  located  in  Canada  are  leased by James  River-Marathon,  Ltd.
("Marathon") and its joint venture affiliate,  Dubreuil Forest Products Limited.
The remaining  140,000  acres include lands which are subject to cutting  rights
contracts and managed land programs.

James River also purchases  paper and paperboard from outside vendors for use in
its converting  plants.  The largest of these items is bleached  paperboard used
for folding cartons, plates and cups and as a coating base stock. These products
utilize  bleached   paperboard  with  weights  ranging  from  standard  to  very
lightweight cup stock. James River produces over 73% of its bleached  paperboard
needs at its Naheola,  Alabama,  mill. The balance of the Company's requirements
is purchased from outside  bleached  paperboard  producers,  over  two-thirds of
which is acquired  pursuant to  long-term  contracts  with prices that are at or
below prevailing market prices.

James River purchases a significant amount of plastic resins, which are utilized
in the production of tabletop  products.  The North American  Consumer  Products
Business uses over 160 million pounds per year of polystyrene and  polypropylene
plastic  resins in  producing  plastic  containers;  lids for  plastic and paper
containers;  and plastic cutlery.  The Company purchases plastic resins pursuant
to negotiated arrangements with a variety of suppliers.

Trademarks and  Patents

James  River  has a large  number  of  trademarks  and  trade  names  registered
domestically  and in certain  foreign  countries  under  which it  conducts  its
business.  Trademarks include,  among others,  QUILTED NORTHERN,  BRAWNY, VANITY
FAIR, NICE 'N SOFT, VANIA, MARINA, DIXIE, SUPERWARE, LOTUS, COLHOGAR,  TENDERLY,
DIXIE/MARATHON,  QUILT-RAP,  QWIK  CRISP,  EUREKA!, and WORD PRO.  The  Company
considers its trademarks,  in the aggregate, to be material to its business, and
consequently,  seeks trademark  protection by all available  means.  The Company
also has a variety of material  patents and  licenses  related to its  business.
While,  in the  aggregate,  the  foregoing  patents and licenses are of material
importance to James River's  business,  the loss of any one or any related group
of such intellectual property rights would not have a material adverse effect on
the operations of James River.

Seasonal Business

While  seasonal  variation  in  demand is not a major  factor  in the  Company's
business,  the first and fourth quarters of the year are generally the lowest in
net sales and  operating  income.  Net sales and profit  margins in the Consumer
Products  Business  are  generally  higher in the spring and summer  (second and
third  quarters)  compared to the winter (fourth and first  quarters) due to the
seasonal volume strength of the retail DIXIE paper cup and plate business during
the summer months.  In addition,  the commercial  tissue portion of the Consumer
Products  Business  generally  experiences  softer  sales  volumes in the fourth
quarter,  when many  industrial  customers  are on extended  holiday  shutdowns.
Profit  margins for the Company have also  historically  been lower in the first
and fourth quarters because of holiday,  vacation and maintenance  shutdowns and
seasonal energy costs.

Customers

Sales to James  River's five largest  customers in the  aggregate  accounted for
approximately  16% of consolidated  net sales in 1996 and 1995, and 17% in 1994.
For 1996, sales to the five largest  customers of the Consumer Products Business
in North America and Europe  accounted for  approximately  30% and 27% of sales,
respectively;  sales to the five  largest  customers of the  Packaging  Business
represented  approximately  22% of its  sales;  and  sales to the  five  largest
customers of the Communications  Papers Business accounted for approximately 48%
of its sales.  There  were no  individual  customers,  however,  to which  sales
exceeded 10% of James River's  consolidated net sales. The Company's loss of any
customer would not have a material adverse effect on the financial  condition of
the Company.
<PAGE>

Order Backlog

In the Consumer Products and Packaging Businesses, the Company maintains product
inventories  to meet delivery  requirements  of its  customers;  therefore,  the
backlog  of  customer  orders  for these  segments  is not  significant.  In the
Communications  Papers Business,  the Company's backlogs were generally 10 to 25
days  depending on the product,  as of December 29, 1996, and 5 to 20 days as of
December  31, 1995.  Order  backlog  does not vary  substantially  on a seasonal
basis.

Competition

James  River  competes  domestically  and in  Europe  and is among  the  largest
suppliers of paper  products  within the segments  that they serve.  The Company
competes  on the  basis of  price,  product  quality  and  performance,  product
development  effectiveness,  service,  and sales and  distribution  support.  In
addition,  advertising  and  promotion  are  important  tools for  competing for
consumer sales. The segment in which the Communications Papers Business operates
can be impacted by increased levels of imports from European and other producers
when pulp prices are low.

         Consumer  Products  Business - North  America.  James River competes in
both the retail and commercial  channels for sales of towel and tissue products.
The  retail  channel,  which is  primarily  tied to  population  growth  and new
household  growth,  is  mature  with an  annual  growth  rate  of 1% to 2%.  The
commercial channel has had a slightly higher annual growth rate in recent years;
however,  it is  more  significantly  affected  by  downturns  in  the  economy.
Marketing  of towel and tissue  products  is  generally  characterized  as being
highly competitive.  During 1996,  approximately two-thirds of the Company's net
sales of towel and tissue  products  were to retail  channels  and  one-third to
commercial  channels.  Towel and tissue  production in the U.S. is  concentrated
among a few large manufacturers and certain smaller regional producers. Based on
industry  sales  volume  statistics,  James  River  is one of the  largest  U.S.
manufacturers,  along with  Chesapeake  Corporation,  Fort  Howard  Corporation,
Georgia-Pacific Corporation, Kimberly-Clark Corporation and The Procter & Gamble
Company.

James River has one of the broadest and most diversified tabletop product lines.
Approximately 56% of the Company's  tabletop sales are to the retail channel and
44% are to the commercial channel.  In the retail tabletop channel,  James River
believes it holds a leading position along with The Solo Cup Company and Tenneco
Corporation.  In the  commercial  channel,  James River also believes it holds a
leading position along with Sweetheart Cup Company, Inc.

Several factors contribute to James River's competitive strengths in the sale of
personal care and tabletop  products.  These include  superior  product quality,
significant  research and development efforts,  broad product lines,  well-known
brand franchises,  innovative graphic design, and full-service distribution. The
Company is continually  improving product quality and design in order to deliver
greater value to customers  while  reducing  costs.  In addition,  James River's
emphasis on  increasing  its usage of  recycled  fiber  enhances  its ability to
produce recycled tissue, responding to environmentally-conscious consumers.

         Consumer  Products  Business - Europe.  The European tissue industry is
rapidly consolidating and James River holds the number three position with a 15%
share  behind  Kimberly-Clark  Corporation  and Svenska  Cellulosa  Aktiebolaget
(SCA). The majority of the remaining  competitors are small regional  producers,
none of  which  has a  European  share  exceeding  5%.  James  River's  products
generally  hold either the number one or number two  position in each market in
which they compete,  and James River's LOTUS brand holds the leading position in
France.  James  River  currently  has no  operations  in Germany and has minimal
export  sales to  Germany.  James  River is growing  its  business  through  the
strengthening  of its brand franchise,  the  introduction of innovative  branded
<PAGE>

products and their  deployment in new  territories,  and the expansion in Italy,
France and the United  Kingdom of high quality  private label  business.  At the
same time, James River continues to seek the strongest competitive cost position
through  strategic   sourcing,   manufacturing   rationalization   and  improved
information systems.

         Packaging Business.  The Packaging industry is generally  characterized
by   relatively   non-cyclical   demand.   The  Company  is  the  third  largest
manufacturer,  based on sales, of folding  cartons,  slightly  behind  Jefferson
Smurfit  Corporation and the recently merged  Rock-Tenn/Waldorf.  James River is
one of the few folding carton producers with integrated manufacturing facilities
for  both  bleached  and  recycled  paperboard.   James  River,  as  a  national
manufacturer of foodservice products,  competes with numerous small regional and
local manufacturers. James River forms long-term relationships with leading food
and  consumer   products   companies  to  integrate   packaging   and  marketing
initiatives. The Company also believes it is one of the technological leaders in
this industry.  Through its pioneering of enhanced  microwave  cooking packaging
for folding carton, the Company has strengthened its leadership position in this
fast-growing  segment of the  market.  James  River is also  well-known  for its
superior   graphic   design  and  its  web  litho  and   flexographic   printing
capabilities.

     Communications Papers Business. The Company has two large, integrated mills
serving the western business papers market:  its Camas,  Washington mill and its
Wauna mill in Clatskanie,  Oregon.  The Company  estimates that it is one of the
largest producers of uncoated freesheet papers in the west. Major competitors in
the uncoated  freesheet  segment  include  Weyerhaeuser  Company,  Boise Cascade
Corporation,  International  Paper Co. and  Georgia-Pacific  Corporation.  James
River  believes  that it is generally  equal or superior to its  competitors  in
product development effectiveness, product quality and service.

Research and Development

The  Company's  major  research and  development  centers are located in Neenah,
Wisconsin;  Kunheim, France; Milford, Ohio; and Camas,  Washington.  The Company
has pilot plants  located in Camas,  Washington;  Kunheim,  France;  and Neenah,
Wisconsin,  providing pulp and papermaking  developmental  work and experimental
trials.  Pilot plant facilities for paper and board packaging,  laminating,  and
printing are located in the Company's Technology and Business Center in Milford,
Ohio.  Additionally,  James River has engineering centers in Neenah,  Wisconsin;
Kunheim, France; Camas, Washington; and Kalamazoo, Michigan.

Other information with respect to James River's research and development efforts
is set forth in Note 1 of Notes to Consolidated Financial Statements in the 1996
Annual Report, which information is incorporated herein by reference.

Environmental Matters

Like its competitors,  James River is subject to extensive regulation by various
federal,  state,  provincial,  and local  agencies  concerning  compliance  with
environmental  control  statutes  and  regulations.   These  regulations  impose
limitations  on the  discharge  of  materials  into the  environment,  including
effluent and emission limitations,  as well as require the Company to obtain and
operate in  compliance  with the  conditions  of permits and other  governmental
authorizations.

James River has made and will continue to make substantial  capital  investments
and  operating  expenditures,  as well as  production  adjustments,  in order to
comply with  increasingly  stringent  standards  for air,  water,  and solid and
hazardous  waste  regulations.   During  1996,  capital  expenditures   totaling
approximately  $20  million  were  made by James  River  for  pollution  control
facilities and  equipment.  Capital  expenditures  for such purposes on existing
facilities are estimated to be approximately $11 million for 1997. The estimated
1997 capital  expenditures exclude any expenditures which may be required by the
U.S. Environmental  Protection Agency's ("EPA's") draft rules or "cluster rules"
<PAGE>

as set forth in "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  -   Environmental   Matters,"   which   information  is
incorporated  herein by reference.  Estimates of costs for future  environmental
compliance are necessarily  imprecise due to, among other things, the continuing
emergence of new environmental laws and regulations and environmental control or
process   technology   developments.   While  the  Company   believes  that  its
environmental control costs are likely to increase as environmental  regulations
become broader and more  stringent,  James River is unable to predict the amount
or timing of such increases.  Such future regulations could materially  increase
the Company's capital requirements in future years.

Further  information   pertaining  to  hazardous   substance  cleanup,   accrued
environmental  liabilities and other environmental matters affecting the Company
is set forth in "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  -  Environmental  Matters"  and  Note  15 of  Notes  to
Consolidated  Financial  Statements in the 1996 Annual Report, which information
is incorporated herein by reference.

Personnel

See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations - Contractual Labor Agreements" on page 26 of the 1996 Annual Report,
which information is incorporated herein by reference.

(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

Financial information regarding the Company's domestic and foreign operations is
included in Note 16 of Notes to  Consolidated  Financial  Statements in the 1996
Annual  Report,   which   information  is  incorporated   herein  by  reference.
International  operations  are generally  characterized  by the same  conditions
discussed in the narrative  description  of business and may also be affected by
additional  elements  including  changing currency values and different rates of
inflation and economic growth. The effects of these additional elements are more
significant in the Consumer Products segment,  which includes  substantially all
of the Company's international business.

<PAGE>

ITEM 2.   PROPERTIES

The pulp and  papermaking  facilities  of James  River,  the  number of paper or
paperboard  machines,  and the  principal  types of  products  produced  at each
facility are as follows:
                                                                  Principal
Business Unit       Facility Locations                Machines     Products
------------------  --------------------------------- -------- -----------------

Consumer Products
 -North America     Pennington, Alabama (Naheola)(B)      7    Tissue, bleached

                    Old Town, Maine(B)                    2    Tissue
                    Carthage, New York(C)                 2
                    Halsey, Oregon(C)                     2
                    Clatskanie, Oregon (Wauna) (D)        3
                    Camas, Washington(B)                  6
                    Ashland, Wisconsin(C)                 2
                    Green Bay, Wisconsin(C)               6

                    Marathon, Canada(B)                         Kraft pulp

Consumer Products
-Europe             Nokia, Finland(C)                     3     Tissue
                    Gien, France                          3
                    Louviers (Hondouville), France(E)     2
                    Muntzenheim (Kunheim), France         2
                    Patras (Achaia), Greece               1
                    Castelnuovo, Italy                    1
                    Cava die Terreni, Italy               1
                    Potenza (Avigliano), Italy            1
                    Cuijk, Netherlands(E)                 2
                    Allo, Spain                           2
                    Karamursel, Turkey(C) (F)             2
                    Mid-Glamorgan (Bridgend), U.K.(C)     3
                    Larne, U.K.(C)                        2
                    North Sheffield(Oughtibridge),U.K.(C) 2

Packaging           Kalamazoo, Michigan                   2 Recycled paperboard

Communications
Papers              Clatskanie, Oregon(Wauna)             2 Uncoated groundwood,
                                                              uncoated freesheet
                    Camas, Washington                     6 Uncoated freesheet
--------------------------------------------------------------------------------
     Total                                               67
--------------------------------------------------------------------------------

 (A) The locations listed for James River's  consolidated  subsidiaries are held
      in fee by the Company.
 (B) Includes one chemical pulp facility.
 (C) Includes one secondary fiber facility.
 (D) Includes one groundwood pulp facility.
 (E) Includes two secondary fiber facilities.
 (F) Unconsolidated subsidiary.

<PAGE>

James River's network of manufacturing  facilities provides for an annual virgin
and recycled pulp capacity of approximately 2.9 million tons and an annual paper
and paperboard  capacity of approximately 3.3 million tons. The Company believes
that its production  facilities are suitable for their purposes and are adequate
to support their businesses.  The extent of utilization of individual facilities
varies;  however,  during 1996, James River's pulp and paper mills generally had
production levels of over 90% of capacity.

James River also operates both integrated and  non-integrated  converting plants
which  perform a variety  of  converting  operations.  These  converting  plants
(excluding  converting operations which may be performed at pulp and papermaking
facilities already listed above) are summarized as follows:

                                                Number of Converting Plants
                                           -------------------------------------
Principal Products                         Domestic      International     Total
--------------------------------------------------------------------------------

Paper and plastic foodservice products        10               3             13
Folding cartons                               15                             15
Paper converting and other                                     9              9
--------------------------------------------------------------------------------
Total                                         25              12             37
================================================================================

James River's  manufacturing  and converting  facilities are  complemented by an
integrated  network of sales  offices and  distribution  terminals.  The Company
operates a short-line  railroad,  primarily  used to transport  shipments of raw
materials and finished goods between its locations.  The Company also operates a
public  warehouse  and  terminal  service  that  provides  tug,  barge,  freight
interchange  and other services on the Columbia,  Willamette and Snake Rivers in
the Pacific Northwest.


ITEM 3.   LEGAL PROCEEDINGS

During 1994,  James River was sued in Connecticut  and Alabama by certain former
holders of James  River's  10-3/4%  Debentures  due on October 1, 2018.  Most of
these  debentures  were retired by means of a tender offer to all holders  which
commenced on September 18, 1992.  James River  believes  these cases are without
merit and intends to defend them  vigorously.  The Connecticut and Alabama cases
are being  defended in The United States  District  Court,  Connecticut  and the
Circuit Court, Morgan County, Alabama, respectively. These legal proceedings are
discussed  in  further  detail  in Note 15 of  Notes to  Consolidated  Financial
Statements  in  the  Company's   1996  Annual  Report,   which   information  is
incorporated herein by reference.

Other than the cases discussed above and the information set forth in Note 15 of
Notes to Consolidated  Financial Statements in the Company's 1996 Annual Report,
the Company is not involved in any  litigation  the outcome of which  management
believes  would have a materially  adverse  effect on the  Company's  results of
operations, financial condition or competitive position.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security  holders during the last quarter
of 1996.
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

The following  table reflects the name,  age, length of service as an officer of
James River, and current position for each of the current executive  officers of
the  Company  as  of  February  20,  1997.   Previous  positions  and  areas  of
responsibility  over the past five  years are  included  in the  footnotes  that
follow the table.  Each  officer is elected by the Board of Directors to serve a
one-year term. There is no family relationship  between any of these officers or
between any such  officer  and any  director  of the  Company;  nor is there any
arrangement or  understanding  between any officer and any other person pursuant
to which the officer was selected.

                                   Calendar
                                   Year First
                                   Elected as
Name                         Age   an Officer   Current Position
--------------------------------------------------------------------------------

Miles L. Marsh (1)            49     1995       Chairman of the Board of
                                                Directors, President and
                                                Chief Executive Officer

Michael J. Allan (2)          43     1996       Vice President,
                                                Corporate Treasurer

Gordon B. Bonfield, III (3)   45     1996       President, Packaging

Clifford A. Cutchins, IV (4)  48     1990       Senior Vice President,
                                                General Counsel,
                                                Corporate Secretary

Daniel J. Girvan (5)          48     1993       Senior Vice President,
                                                Human Resources

James K. Goodwin (6)          50     1991       President, North American
                                                Consumer Products

Ernst A. Haberli (7)          48     1996       Senior Vice President, Strategy

John F. Lundgren (8)          45     1995       President, European
                                                Consumer Products

Joseph W. McGarr (9)          45     1996       Vice President,
                                                Cost and Systems Effectiveness

Joe R. Neil (10)              58     1996       President, North American
                                                Commercial Products

William A. Paterson (11)      53     1996       Senior Vice President
                                                and Controller

     (1)  Mr.  Marsh was elected to the position of Chief  Executive  Officer in
          1995.  He was  appointed  to the  position of Chairman of the Board of
          Directors in 1996.  From 1991 to 1995, he served as Chairman and Chief
          Executive  Officer of Pet Inc. Mr. Marsh served as President and Chief
          Operating Officer of Pet's former parent company, Whitman Corporation,
          from 1989 to 1991.  Prior to that,  he spent eight years in  executive
          positions with various  divisions of Dart & Kraft Inc., Kraft Inc. and
          General  Foods USA, all of which are part of Philip  Morris  Companies
          Inc.
<PAGE>

     (2)  Mr.  Allan was  appointed to his current  position in 1996.  He joined
          James  River in 1992 as Vice  President,  Treasurer.  Prior to joining
          James  River,  he  was  Managing  Director,   Corporate  Finance  with
          Toronto-Dominion Bank (a Canadian Bank), which he joined in 1976.

     (3)  Mr. Bonfield was appointed to his current  position in 1996. He joined
          James River in 1988 as Vice President,  Carton Group,  East.  Prior to
          joining James River he was with the Packaging  Corporation  of America
          in various  managerial  positions,  including Vice President,  General
          Manager of their Carton Business. Most recently he served as Senior
          Vice President, Packaging Business Operations.

     (4)  Mr. Cutchins joined James River in 1990 in his current position.  From
          1982 until joining James River, he served as Partner with the law firm
          of McGuire, Woods, Battle & Boothe, L.L.P., which he joined in 1975.

     (5)  Mr.  Girvan was  elected to his current  position  in 1993.  He joined
          James  River  in 1986 as  Director,  Human  Resources,  Communications
          Papers,  in  connection  with  the  acquisition  of  Crown  Zellerbach
          Corporation, which he joined in 1977.

     (6)  Mr.  Goodwin was elected to his  current  position in 1992.  He joined
          James River in 1991 as Vice President,  Corporate  Marketing Strategy.
          Prior to joining James River, he served as Vice  President,  Corporate
          Sales, for The Procter & Gamble Company, which he joined in 1968.

     (7)  Mr. Haberli joined James River in his current  position in 1996.  From
          1990 to 1995,  he served as President of Pet  International.  Prior to
          that,  since 1985,  he held various  executive  positions in strategic
          planning and development with Kraft General Foods, Kraft International
          and Kraft Inc.

     (8)  Mr. Lundgren was appointed to his current  position in 1995. He joined
          James  River in 1982 as  Director  of  Marketing  for  Northern  paper
          products,  in connection with the acquisition of American Can Company.
          He served in various  managerial and executive  positions from 1982 to
          1995.

     (9)  Mr.  McGarr was  appointed to his current  position in 1996. He joined
          James  River in 1982 as Director of  Strategy  for  Consumer  Products
          Business,  in connection with the acquisition of American Can Company.
          He served in various  managerial and executive  positions from 1982 to
          1996.

     (10) Mr.  Neil was  appointed  to his current  position in 1996.  He joined
          James River in 1986 as Vice President,  General Manager,  White Papers
          Business,  in connection  with the Crown  Zellerbach  acquisition.  He
          served in various  managerial  and  executive  positions  from 1986 to
          1996.

     (11) Mr.  Paterson was elected to his current  position in 1996.  He joined
          James River in 1996 as Vice  President,  Controller.  Prior to joining
          James  River,  he  served  as  Senior  Vice  President,   Finance  and
          Administration for General Foods  Corporation.  Prior to that, he held
          various executive positions in finance with Hobart  Corporation,  Dart
          Industries and Kraft Inc.
<PAGE>
PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed on the New York Stock Exchange. Information
with respect to quarterly  high and low sales  prices for James  River's  common
stock,  quarterly  dividends and other quarterly  information  related to common
shares is contained in Note 18 of Notes to Consolidated  Financial Statements in
the 1996 Annual Report,  which information is incorporated  herein by reference.
The payment of dividends  and the amounts  thereof will be dependent  upon James
River's  earnings,  financial  position,  cash  requirements  and other relevant
factors.  Common  shares of the Company  reserved for issuance are  described in
Note 12 of Notes to Consolidated Financial Statements in the 1996 Annual Report,
which information is incorporated herein by reference. In addition, covenants of
certain of the  Company's  senior note  agreements  impose  restrictions  on the
amount of net worth  which,  in turn,  may  limit  the funds  available  for the
payment of dividends; these covenants are described under the heading "Liquidity
and Capital  Resources - Financing  Activities" in  Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations  and in Note 10 of
Notes to  Consolidated  Financial  Statements in the 1996 Annual  Report,  which
information is  incorporated  herein by reference.  On February 20, 1997,  there
were approximately 11,100 shareholders of record of the Company's common stock.


ITEM 6.   SELECTED FINANCIAL DATA

See Selected Financial Data on pages 58 and 59 of the 1996 Annual Report,  which
information  for  fiscal  years  1992  through  1996 is  incorporated  herein by
reference.  The data presented for each period reflects operations acquired from
the  respective   acquisition  dates.   Acquisitions,   dispositions  and  other
transactions  from  1994  through  1996  are  described  in Note 2 of  Notes  to
Consolidated  Financial  Statements in the 1996 Annual Report, which information
is incorporated herein by reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations" on pages 21 through 29 of the 1996 Annual Report,  which information
is incorporated herein by reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the  consolidated  financial  statements  and selected  quarterly  financial
information,   under  the  headings  "Consolidated  Statements  of  Operations,"
"Consolidated  Balance  Sheets,"   "Consolidated   Statements  of  Cash  Flows,"
"Consolidated Statements of Changes in Capital Accounts," "Notes to Consolidated
Financial   Statements"  and  "Supplemental  Pro  Forma  Financial   Information
(Unaudited)" on pages 30 through 55 of the 1996 Annual Report, which information
is incorporated herein by reference.
<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

There have been no changes in or  disagreements  with  accountants on accounting
and  financial  disclosures  prior  to the  date of the  most  recent  financial
statements included herein.


PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For  information  with  respect to the  Company's  Directors,  see  "Election of
Directors,"  "Information on Nominees,"  "Board of Directors and Committees" and
"Compensation  of Directors" on pages 1 through 4 and "Section 16(a)  Beneficial
Ownership  Reporting  Compliance"  on  pages  14 and 15 of the  Company's  Proxy
Statement for the Annual  Meeting of  Shareholders  to be held on April 24, 1997
(the "1997  Proxy  Statement"),  which  information  is  incorporated  herein by
reference.  Information  with  respect to the  Company's  Executive  Officers is
contained under the heading  "Executive  Officers of the Registrant" on pages 13
and 14 of Part I of this Form 10-K Annual Report.


ITEM 11.  EXECUTIVE COMPENSATION

See "Compensation of Directors" on pages 3 and 4, "Stock Option Plan for Outside
Directors" and  "Retirement  Plan for Outside  Directors" on page 4,  "Executive
Compensation"  on pages 8  through  11,  "Performance  Graph"  on page  12,  and
"Compensation  Committee Report on Executive Compensation" on pages 13 and 14 of
the Company's 1997 Proxy Statement,  which information is incorporated herein by
reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Stock  Ownership  of  Directors  and  Executive  Officers"  and  "Principal
Shareholders" on pages 5 through 7 of the Company's 1997 Proxy Statement,  which
information is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See  "Information  on  Nominees"  on  page 2 of the  Company's  1997  Proxy
Statement, which information is incorporated herein by reference.
<PAGE>

PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      Documents Filed as Part of This Report:

         1)       Financial Statements:

                  The   Consolidated   Financial   Statements   of  James  River
                  Corporation  of  Virginia  and  Subsidiaries,   the  Notes  to
                  Consolidated   Financial   Statements,   and  the   Report  of
                  Independent  Accountants listed below are incorporated  herein
                  by reference  from pages 30 through 57 of the  Company's  1996
                  Annual  Report.  With  the  exception  of  the  aforementioned
                  information,  and the information incorporated by reference in
                  numbered Items 1, 3, 5, 6, 7 and 8, no other data appearing in
                  the 1996 Annual Report is deemed to be "filed" as part of this
                  Form 10-K Annual Report.

                  "Consolidated  Statements of Operations" for each of the three
                  fiscal years in the period  ended  December 29, 1996 (see page
                  30 of the 1996 Annual Report)

                  "Consolidated  Balance  Sheets" as of  December  29,  1996 and
                  December  31, 1995 (see page 31 of the 1996 Annual Report)

                  "Consolidated  Statements of Cash Flows" for each of the three
                  fiscal years in the period  ended  December 29, 1996 (see page
                  32 of the 1996 Annual Report)

                  "Consolidated  Statements of Changes in Capital  Accounts" for
                  each of the three fiscal  years in the period  ended  December
                  29, 1996 (see page 33 of the 1996 Annual Report)

                  "Notes to  Consolidated  Financial  Statements"  (see pages 34
                  through 54 of the 1996 Annual Report) "Supplemental Pro Forma
                  Financial Information (Unaudited)" (see page 55 of the 1996
                  Annual Report)

                  "Report of Independent  Accountants"  (see page 57 of the 1996
                  Annual Report) with respect to the financial statements listed
                  above

         2)       Financial Statement Schedules:

                  None required




<PAGE>


3)       Exhibits:

         Each Exhibit is listed  according  to the number  assigned to it in the
         Exhibit  Table of Item 601 of Regulation  S-K. The Exhibits  identified
         with an asterisk (*) are  management  contracts or  compensatory  plans
         available to certain key employees or directors.

Exhibit
Number    Description                                                    Section
--------------------------------------------------------------------------------

3(a)      James River  Corporation  of Virginia  Amended and Restated
          Articles of  Incorporation,  as amended effective January 4,
          1990  (incorporated  by  reference  to  Exhibit  3(a) to the
          Company's  Annual  Report  on Form  10-K for the year ended
          December 26, 1993).

3(b)      James River Corporation of Virginia Articles of Amendment to
          the  Amended   and   Restated   Articles  of   Incorporation
          Designating the Series O 8-1/4%  Cumulative  Preferred Stock
          ($10.00 par value),  effective October 1, 1992 (incorporated
          by reference to Exhibit 3(b) to the Company's  Annual Report
          on Form 10-K for the year ended December 26, 1993).

3(c)      Articles of Amendment  to the Amended and Restated  Articles
          of  Incorporation  of James  River  Corporation  of Virginia
          Designating the Series P 9% Cumulative Convertible Preferred
          Stock  ($10.00  par value)  (incorporated  by  reference  to
          Exhibit  3.1 to the  Company's  Current  Report  on Form 8-K
          dated June 29, 1994).

3(d)      Amended and Restated Bylaws of James River Corporation of          E-1
          Virginia, amended as of February 20, 1997, filed herewith.

4(a)      Amended and Restated  Rights  Agreement  dated May 12, 1992,
          between James River Corporation of Virginia and Nations Bank
          of Virginia,  N.A., as Rights Agent,  and Amendment No. 1 to
          such  Agreement,   dated  June  8,  1992   (incorporated  by
          reference  to  Exhibits  2  and  3,  respectively,   to  the
          Company's  filing of Amendment 1 dated July 28, 1992, to its
          Form 8-A dated March 3, 1989).

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,  between James River  Corporation of Virginia
          and Wachovia Bank of North  Carolina, N.A. dated January 31,
          1996 (incorporated by reference to Exhibi 4(b) to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1995).

4(c)      In reliance upon Item  601(b)(4)(iii)(A)  of Regulation  S-K,
          various  instruments   defining  the  rights  of  holders  of
          long-term debt of the Registrant and its subsidiaries are not
          being filed because the total amount of securities authorized
          and  outstanding  under each such  instrument does not exceed
          10%  of  the  total   assets  of  the   Registrant   and  its
          subsidiaries on a consolidated  basis. The Registrant  hereby
          agrees  to  furnish  a copy  of any  such  instrument  to the
          Commission upon request.
<PAGE>

Exhibit
Number   Description                                                     Section
--------------------------------------------------------------------------------

10(a)*   Employment  Agreement for Miles L. Marsh,  dated August 22, 1996
         (incorporated by reference to Exhibit 10(a) to the Company's
         Quarterly  Report on Form 10-Q for the quarter ended  September
         29, 1996).

10(b)*   Form of Employment  Agreement for Executive  Officers,  dated
         August 22, 1996  (incorporated by reference  to Exhibit  10(b)
         to the Company's Quarterly  Report on Form 10-Q for the quarter
         ended September 29, 1996).

10(c)*   James River Corporation of Virginia Deferred  Compensation Plan
         for Outside Directors, amended and restated  effective as of
         July 1, 1989  (incorporated  by reference to Exhibit 10(c) to
         the Company's Annual Report on Form 10-K for the year ended
         April 30, 1989).

10(d)*   James River  Corporation  of Virginia  Stock  Option  Plan for
         Outside  Directors, amended and restated as of April 11, 1991
         (incorporated  by  reference to Exhibit  10(e) to the  Company's
         Transition  Report on Form 10-K for the  transition  period from
         April 30, 1990 to December 30, 1990).

10(e)*   James River Corporation of Virginia  Retirement Plan for Outside
         Directors, 1994 Amendment and Restatement, effective February 18,
         1994 (incorporated  by reference to Exhibit 10(h) to the
         Company's Annual Report on Form 10-K for the year ended
         December 26, 1993).

10(f)*   James  River   Corporation  of  Virginia   Director  Stock
         Ownership  Plan,  effective April 25, 1996  (incorporated  by
         reference to Exhibit B to the Company's Proxy Statement dated
         March 13, 1996).

10(g)*   James River  Corporation of Virginia  Amended and Restated
         Stock Option Plan,  dated April 12, 1984, and subsequently
         amended through October 1, 1990 (incorporated by reference to
         Exhibit 4 to the  Company's  Registration  Statement  on Form
         S-8 (Post-Effective  Amendment  No.  1 to Registration  Statement
         No. 2-83979), dated December 18, 1984, and Exhibit 10(c) to the
         Company's Quarterly Report on Form 10-Q for the quarter ended
         October 28, 1990).

10(h)*   James River  Corporation of Virginia 1987 Stock Option Plan,
         1993  Amendment and  Restatement, effective as of December 16,
         1993  (incorporated by reference to Exhibit 10(j) to the Company's
         Annual Report on Form 10-K for the year ended December 26, 1993).

10(i)*   James River  Corporation of Virginia Stock  Appreciation
         Rights Plan, dated April 9, 1987, and subsequently  amended
         through October 1, 1990  (incorporated  by reference to Exhibit
         10(f) to the Company's  Annual Report on Form 10-K for the year
         ended April 26, 1987,  and Exhibit 10(e) to the Company's
         Quarterly Report on Form 10-Q for the quarter ended October 28,
         1990).
<PAGE>

Exhibit
Number    Description                                                    Section
--------------------------------------------------------------------------------

10(j)*    James  River  Corporation  of  Virginia  1996 Stock  Incentive
          Plan,  effective  April 25,  1996 (incorporated by reference to
          Exhibit A to the Company's Proxy Statement dated March 13, 1996).

10(k)*    James River  Corporation  of  Virginia  Deferred  Stock Plan
          1993 Amendment and Restatement, effective  December 16, 1993
          (incorporated by reference to Exhibit 10(l) to the Company's
          Annual Report on Form 10-K for the year ended December 26, 1993).

10(l)*    James River Corporation of Virginia  Supplemental  Deferral
          Plan, 1993 Amendment and Restatement, effective as of January 1,
          1994  (incorporated  by reference  to Exhibit  10(m) to the
          Company's Annual Report on Form 10-K for the year ended
          December 26, 1993).

10(m)*    James River Corporation of Virginia Management  Incentive Plan,
          effective as of January 25, 1996 incorporated  by reference to
          Exhibit 10(l) to the Company's  Annual Report on Form 10-K for
          the year ended December 31, 1995).

10(n)*    James River Corporation of Virginia  Supplemental  Benefit Plan,
          amended and restated  effective June 1, 1991  (incorporated  by
          reference to Exhibit 10(m) to the Company's Annual Report on Form
          10-K for the year ended December 29, 1991).

10(o)*    1994 Amendment to the James River Corporation of Virginia
          Supplemental Benefit Plan, dated March 1, 1994  (incorporated
          by reference to Exhibit 10(q) to the Company's Annual Report on
          Form 10-K for the year ended December 25, 1994).

10(p)*    Amended and Restated James River Corporation of Virginia           E-2
          Miles L. Marsh  Supplemental  Retirement Plan,
          effective as of March 1, 1997, filed herewith.

11        Computation of Earnings Per Share, filed herewith.                 E-3

13        Certain  sections of the Company's  Annual Report to Shareholders  E-4
          for the year ended December 29, 1996, filed herewith.

21        Subsidiaries of the Company as of December 29, 1996,               E-5
          filed herewith.

23        Consent of Independent Accountants, filed herewith.                E-6

27        Financial Data Schedules for the year ended December 29, 1996
          (filed electronically only).
<PAGE>

(b)      Reports on Form 8-K:

During the last quarter of 1996 and subsequent  thereto,  the Company filed
the following Current Report on Form 8-K:

                 Date of Report                            Event Reported
       -------------------------------------------------------------------

                       None


<PAGE>

SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             James River Corporation of Virginia
                                                            Registrant



                                 By: /s/William A. Paterson
Date:    March 18, 1997             William A. Paterson
                                    Senior Vice President and Controller
                                    (Principal Financial and Accounting Officer)


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Date:    March 18, 1997             Signature and Title



                                 By: /s/Miles L. Marsh
                                    Miles L. Marsh
                                    Chairman, President and
                                    Chief Executive Officer




                                By: /s/William A. Paterson
                                    William A. Paterson
                                    Senior Vice President and Controller
                                    (Principal Financial and Accounting Officer)


<PAGE>

Pursuant  to General  Instruction  D to Form 10-K,  this  report has been signed
below by a majority of the Board of Directors:


         /s/  Barbara L. Bowles                              March 22, 1997
         -------------------------------------------------   --------------
         Barbara L. Bowles                                       Date


         /s/  William T. Burgin                              March 25, 1997
         -------------------------------------------------   --------------
         William T. Burgin                                       Date


         /s/  Worley H. Clark, Jr.                           March 18, 1997
         -------------------------------------------------   --------------
         Worley H. Clark, Jr.                                    Date


         /s/  William T. Comfort, Jr.                        March 24, 1997
         --------------------------------------------------  --------------
         William T. Comfort, Jr.                                 Date

         /s/  Gary P. Coughlan                               March 18, 1997
         --------------------------------------------------  --------------
         Gary P. Coughlan                                        Date


         /s/  William V. Daniel                              March 20, 1997
         -------------------------------------------------   --------------
         William V. Daniel                                       Date


         /s/  Bruce C. Gottwald                              March 20, 1997
         -------------------------------------------------   --------------
         Bruce C. Gottwald                                       Date


         /s/  Miles L. Marsh                                 March 18, 1997
         --------------------------------------------------  --------------
         Miles L. Marsh                                          Date


         /s/  Robert M. O'Neil                               March 24, 1997
        ---------------------------------------------------  -------------
        Robert M. O'Neil                                         Date


         /s/  Richard L. Sharp                               March 18, 1997
         -------------------------------------------------   --------------
         Richard L. Sharp                                        Date


        /s/  Anne Marie Whittemore                           March 20, 1997
         -------------------------------------------------   --------------
         Anne Marie Whittemore                                   Date