SECURITIES AND EXCHANGE COMMISSION         
                            Washington, DC   20549               
                                                           
                                 FORM 10-Q               

(Mark One)
 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934
For the quarterly period ended        JUNE 30, 1997         OR


 [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 
For the transition period from                      to                     

                     Commission file number:       0-20473     


                        FORT HOWARD CORPORATION                          

            (Exact name of registrant as specified in its charter)

           Delaware                                        39-1090992     

(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                       Identification Number)

1919 South Broadway, Green Bay, Wisconsin                    54304         

(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number including area code:       414/435-8821     


                                                                           


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 (or for such shorter period that the 
registrant was required to file such reports) and (2) has been subject to such 
filing requirements for the past 90 days.

                     Yes    [ X ]         No    [   ]   


Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

           Class                           Outstanding at July 15, 1997    
           -----                           ----------------------------    
Common Stock, par value $.01                        76,150,854
  per share



                        PART I.  FINANCIAL INFORMATION

                            FORT HOWARD CORPORATION

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,    
                                   ------------------       ----------------
                                    1997        1996        1997        1996
                                    ----        ----        ----        ----
                                      (In thousands, except per share data)

Net sales.......................  $411,415   $402,397     $812,174   $788,144
Cost of sales...................   225,821    243,487      454,861    481,856
                                  --------   --------     --------   --------
Gross income....................   185,594    158,910      357,313    306,288
Selling, general and 
  administrative................    31,910     34,211       65,392     67,386
                                  --------   --------     --------   --------
Operating income................   153,684    124,699      291,921    238,902
Interest expense................    57,156     66,201      115,018    136,974
Other expense, net..............       655        475        1,435      1,038
                                  --------   --------     --------   --------
Income before taxes.............    95,873     58,023      175,468    100,890
Income tax expense .............    36,984     21,646       66,832     37,573
                                  --------   --------     --------   --------
Net income before 
  extraordinary item............    58,889     36,377      108,636     63,317
Extraordinary item -- loss 
  on debt repurchases (net 
  of income taxes of $391 and
  $1,258 in 1997 and $2,180
  in 1996)......................      (601)    (3,340)      (1,928)    (3,340)
                                  --------   --------     --------   -------- 
Net income .....................  $ 58,288   $ 33,037     $106,708   $ 59,977
                                  ========   ========     ========   ======== 

Net income per share: 
  Net income before
    extraordinary item..........  $   0.78   $   0.53     $   1.45   $   0.96
  Extraordinary item............     (0.01)     (0.05)       (0.03)     (0.05)
                                  --------   --------     --------   -------- 
  Net income....................  $   0.77   $   0.48     $   1.42   $   0.91
                                  ========   ========     ========   ======== 

Average shares outstanding......    75,215     68,759       74,875     66,066 
                                  ========   ========     ========   ======== 


The accompanying notes are an integral part of these condensed consolidated 
financial statements.





                                      - 2 -


                            FORT HOWARD CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                                                   June 30,    December 31,
                                                     1997          1996    
                                                   --------    ------------
Assets                                                 (In thousands)
  Current assets:
    Cash and cash equivalents.................   $    4,107     $      759
    Receivables, less allowances of $3,389 in                             
      1997 and $3,343 in 1996.................       77,466         63,194
    Inventories...............................      150,061        151,248
    Deferred income taxes.....................       48,000         60,000
    Income taxes receivable...................           --         10,121
                                                 ----------     ----------
      Total current assets....................      279,634        285,322

  Property, plant and equipment...............    2,092,311      2,057,446
    Less:  Accumulated depreciation...........      856,067        809,650
                                                 ----------     ----------
      Net property, plant and equipment.......    1,236,244      1,247,796

  Other assets................................       69,964         82,262
                                                 ----------     ----------
      Total assets............................   $1,585,842     $1,615,380
                                                 ==========     ==========
Liabilities and Shareholders' Deficit
  Current liabilities:
    Accounts payable..........................   $  106,402     $  131,205
    Interest payable..........................       58,015         60,443
    Income taxes payable......................        3,684          7,700
    Other current liabilities.................       80,649        110,357
    Current portion of long-term debt.........        7,015         11,972
                                                 ----------     ----------
      Total current liabilities...............      255,765        321,677

  Long-term debt..............................    2,332,196      2,451,373
  Deferred and other long-term income taxes...      259,561        247,464
  Other liabilities...........................       48,517         49,703

  Shareholders' deficit:
    Common Stock..............................          762            744
    Additional paid-in capital................    1,148,971      1,108,976
    Cumulative translation adjustment.........        2,636          4,717
    Retained deficit..........................   (2,462,566)    (2,569,274)
                                                 ----------     ----------
      Total shareholders' deficit.............   (1,310,197)    (1,454,837)
                                                 ----------     ----------
      Total liabilities and shareholders' 
        deficit...............................   $1,585,842     $1,615,380
                                                 ==========     ==========

The accompanying notes are an integral part of these condensed consolidated 
financial statements.





                                    - 3 -


                           FORT HOWARD CORPORATION

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                       Six Months Ended  
                                                           June 30,      
                                                      ------------------
                                                      1997          1996
                                                      ----          ----
                                                        (In thousands)

Cash provided from (used for) operations:
  Net income ...................................  $ 106,708      $  59,977
  Depreciation..................................     51,569         50,231 
  Non-cash interest expense.....................      7,200          6,645 
  Deferred income tax expense...................     22,745         11,975
  Pre-tax loss on debt repurchases..............      3,186          5,519 
  Decrease in restricted cash...................     14,916             -- 
  (Increase) decrease in receivables............    (14,272)        10,639
  Decrease in inventories.......................      1,187         27,453 
  Decrease in income taxes receivable...........     10,121             --
  Decrease in accounts payable..................    (24,803)        (8,769)
  Decrease in interest payable..................     (2,428)        (3,391)
  Increase (decrease) in income taxes payable...     (4,016)         1,282
  All other, net................................    (38,069)        (8,891)
                                                  ----------     --------- 
    Net cash provided from operations ..........    134,044        152,670 

Cash used for investment activity:
  Additions to property, plant and equipment....    (44,403)       (24,384)

Cash provided from (used for) financing 
  activities:
  Proceeds from long-term borrowings............     36,300            192 
  Repayment of long-term borrowings.............   (159,550)      (332,529)
  Debt issuance costs...........................         --         (1,481)
  Issuance of Common Stock, net of                                         
    offering costs..............................     36,957        205,318
                                                  ----------     --------- 
    Net cash used for financing activities......    (86,293)      (128,500)
                                                  ----------     ---------  
Increase (decrease) in cash.....................      3,348           (214) 

Cash at beginning of period.....................        759            946 
                                                  ----------     --------- 

  Cash at end of period.........................  $   4,107      $     732 
                                                  ==========     ========= 

Supplemental Cash Flow Disclosures:
  Interest paid.................................  $ 110,208      $ 133,678 
  Income taxes paid - net.......................     33,165         22,096 


The accompanying notes are an integral part of these condensed consolidated 
financial statements.



                                      - 4 -


                           FORT HOWARD CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


1.   BASIS OF PRESENTATION

     The condensed consolidated financial statements reflect all adjustments 
(consisting only of normally recurring accruals) which are, in the opinion of 
management, necessary for a fair presentation of the results for the interim 
periods presented.  Certain reclassifications have been made to conform prior 
years' data to the current format.  These financial statements should be read 
in conjunction with the Company's annual report on Form 10-K for the year 
ended December 31, 1996 and the Company's quarterly report on Form 10-Q for 
the quarter ended March 31, 1997.

2.   EARNINGS PER SHARE

     Earnings per share is computed on the basis of the weighted average 
number of common shares outstanding during the periods.  The weighted average 
number of shares outstanding for the three and six month periods ended 
June 30, 1997 was 75,215,407 and 74,874,873, respectively.  The average number 
of shares outstanding for the three and six month periods ended June 30, 1996 
was 68,759,446 and 66,065,754, respectively.  The assumed exercise of all 
outstanding stock options has been excluded from the computation of earnings 
per share for the three and six month periods ended June 30, 1997 and 1996 
because the result was not material.

     In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" 
("SFAS No. 128").  The Company will adopt SFAS No. 128 effective for the year 
ending December 31, 1997.  On a pro forma basis, if the Company had adopted 
SFAS No. 128 for the three and six months ended June 30, 1997 and 1996, the 
effect of this accounting change on reported earnings per share ("EPS") would 
be:

                                  Three Months Ended        Six Months Ended
                                        June 30,                June 30,    
                                  ------------------        ----------------
                                    1997       1996          1997      1996
                                    ----       ----          ----      ----
Earnings Per Share:
  BASIC 
    Income before extraordinary
      item as reported............ $ 0.78     $ 0.53        $ 1.45    $ 0.96
    Effect of SFAS No. 128........     --         --            --        --
                                   ------     ------        ------    ------
    Basic income before extra-
      ordinary item as restated... $ 0.78     $ 0.53        $ 1.45    $ 0.96
                                   ======     ======        ======    ======

    Net income as reported........ $ 0.77     $ 0.48        $ 1.42    $ 0.91
    Effect of SFAS No. 128........     --         --            --        --
                                   ------     ------        ------    ------
    Basic income as restated...... $ 0.77     $ 0.48        $ 1.42    $ 0.91
                                   ======     ======        ======    ======


                                      - 5 


                                  Three Months Ended        Six Months Ended
                                        June 30,                June 30,    
                                  ------------------        ----------------
                                    1997       1996          1997      1996
                                    ----       ----          ----      ----
  DILUTED
    Diluted income before
      extraordinary item (A)...... $ 0.77     $ 0.52        $ 1.43    $ 0.95
                                   ======     ======        ======    ======
    Diluted income (A)............ $ 0.76     $ 0.48        $ 1.40    $ 0.90
                                   ======     ======        ======    ======

(A) In accordance with the provisions of APB Opinion No. 15, the Company 
currently does not report fully diluted EPS due to immaterial dilution.

3.   DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

     Obligations under the 1995 Bank Credit Agreement and debt of foreign 
subsidiaries bear interest at floating rates.   The Company's policy is to 
enter into interest rate cap agreements as a hedge to effectively fix or limit 
its exposure to floating interest rates to, at a minimum, comply with the 
terms of its senior secured debt agreements.  The Company is a party to LIBOR-
based interest rate cap agreements which limit the interest cost to the 
Company with respect to $500 million of floating rate obligations to 8% plus 
the Company's borrowing margin until June 1, 1999.  At current market rates at 
June 30, 1997, the fair value of the Company's interest rate cap agreements is 
$300,000 compared to a carrying value of $6 million.  The counterparties to 
the Company's interest rate cap agreements consist of major financial 
institutions.  While the Company is exposed to credit risk to the extent of 
nonperformance by these counterparties, management monitors the risk of 
default by the counterparties and believes that the risk of incurring losses 
due to nonperformance is remote.

4.   CASH AND CASH EQUIVALENTS

     At December 31, 1996, the Company had $14,916,000 of cash restricted as 
collateral under the terms of its 1995 Accounts Receivable Facility.  At 
June 30, 1997, there was no cash restricted under the terms of this Facility.

5.   INVENTORIES

     Inventories consist of:

                                                June 30,    December 31,
                                                  1997          1996    
                                                --------    ------------
                                                    (In thousands)

       Raw materials and supplies.............. $ 69,170      $ 70,595
       Finished and partly-finished products...   80,891        80,653
                                                --------      --------
                                                $150,061      $151,248
                                                ========      ========






                                      - 6 -

6.   PROPOSED MERGER WITH JAMES RIVER CORPORATION

     On May 5, 1997, the Company and James River Corporation announced the 
signing of a definitive merger agreement that will create a worldwide consumer 
products company which will be named Fort James Corporation.  Under the 
agreement, Fort Howard shareholders will receive 1.375 shares of Fort James 
common stock for each share of Fort Howard common stock.

     The merger agreement has been approved by the boards of directors of both 
companies.  The transaction is structured to qualify as a tax-free 
reorganization and will be accounted for as a pooling of interests.  The 
merger, which is expected to be completed at the end of the summer, is 
conditioned on receiving regulatory clearances in the United States and Europe 
and requires the approval of the shareholders of both companies.

     On a pro forma basis, the combined operations would have had net sales of 
approximately $7.7 billion for the year ended December 31, 1996.

7.   CONTINGENCIES

The Company and its subsidiaries are parties to lawsuits and state and federal 
administrative proceedings incidental to their businesses.  Although the final 
results in such suits and proceedings cannot be predicted with certainty, the 
Company currently believes that the ultimate resolution of all such lawsuits 
and proceedings, after taking into account the liabilities accrued with 
respect to such matters, will not have a material adverse effect on the 
Company's financial condition or on its results of operations.
































                                      - 7 -


                           FORT HOWARD CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Second Quarter and First Six Months of 1997 Compared to 1996

                                  Three Months Ended        Six Months Ended
                                       June 30,                 June 30,    
                                  ------------------        ----------------
                                   1997        1996         1997        1996
                                   ----        ----         ----        ----
                                       (In thousands, except percentages)
Net sales:
  Domestic tissue............... $348,404    $345,574     $685,224   $670,482
  International operations......   46,306      42,545       90,413     86,353
  Harmon........................   16,705      14,278       36,537     31,309
                                 --------    --------     --------   --------
  Consolidated.................. $411,415    $402,397     $812,174   $788,144
                                 ========    ========     ========   ========
Operating income:
  Domestic tissue............... $142,328    $116,962     $272,848   $223,882
  International operations......   10,857       6,977       17,972     13,282
  Harmon........................      499         760        1,101      1,738
                                 --------    --------     --------   --------
  Consolidated.................. $153,684    $124,699     $291,921   $238,902
                                 ========    ========     ========   ========

Consolidated net income ........ $ 58,288    $ 33,037     $106,708   $ 59,977
                                 ========    ========     ========   ======== 
Operating income as a percent of 
  net sales.....................    37.4%       31.0%        35.9%      30.3% 

     Net Sales.  Consolidated net sales for the second quarter of 1997 
increased 2.2% to $411 million compared to $402 million in the second quarter 
of 1996.  Domestic tissue net sales for the second quarter of 1997 increased 
0.8% compared to the same period in 1996 due to a 0.6% increase in net selling 
prices and a 0.1% increase in sales volume.  For the second quarter of 1997, 
sales volume of converted products increased 1.7% from the second quarter of 
1996.  There were no sales of parent rolls in the second quarter of 1997.  Net 
selling prices increased slightly for the second quarter of 1997 compared to 
the second quarter of 1996 as a result of reduced promotional spending.

     Consolidated net sales for the first six months of 1997 increased 3.0% to 
$812 million compared to $788 million in the first six months of 1996.  
Domestic tissue net sales for the first six months of 1997 increased 2.2% 
compared to the same period in 1996 due to a 3.1% increase in sales volume 
offset by a 0.9% decrease in net selling prices.  For the first six months of 
1997, sales volume of converted products increased 5.0% from the first six 
months of 1996.  There were no sales of parent rolls in the first six months 
of 1997.  Net selling prices decreased for the first six months of 1997 
compared to the first six months of 1996 as a result of price decreases in the 
consumer market which took effect in April and June 1996.





                                      - 8 


     Net sales of the Company's international operations increased 8.8% and 
4.7% for the second quarter and first six months of 1997, respectively, 
compared to the same periods in 1996 due to higher volume and increased 
exchange rates, offset by a decrease in net selling prices at the Company's 
United Kingdom facility.  Net sales of the Company's wastepaper brokerage 
subsidiary, Harmon Assoc., Corp. ("Harmon"), increased for the second quarter 
of 1997 compared to the second quarter of 1996 due to increased net selling 
prices and increased net volume.  For the first six months of 1997 compared to 
the first six months of 1996, Harmon's net sales increased due to increased 
net selling prices and an 11.0% increase in volume.

    Gross Income.  Consolidated gross income increased 16.8% and 16.7% for the 
second quarter and first six months of 1997 compared to 1996, respectively, 
due to higher volume and lower raw material costs.  Consolidated gross margins 
increased to 45.1% and 44.0% for the second quarter and first six months of 
1997 compared to 39.5% and 38.9% for the second quarter and first six months 
of 1996, respectively.  Domestic tissue gross margins increased for the second 
quarter and first six months of 1997 compared to the same periods in 1996 due 
to higher volume and lower wastepaper and other fiber-based raw material 
costs.  Wastepaper prices began decreasing significantly in late 1995 and 
continued to decrease through the first half of 1996, and have been stable 
since mid-1996.

     Gross margins of international operations increased in both the second 
quarter and first six months of 1997 compared to 1996 due to higher volume and 
lower wastepaper costs.  

     Selling, General and Administrative Expenses.  Selling general and 
administrative expenses, as a percent of net sales, decreased to 7.8% and 
8.1% for the second quarter and first six months of 1997 compared to 8.5% for 
the second quarter and first six months of 1996.  The decrease was principally 
due to the impact of higher net sales.

     Operating Income.  Operating income increased to $154 million and 
$292 million for the second quarter and first six months of 1997 from 
$125 million and $239 million for the second quarter and first six months of 
1996, respectively.  Operating income as a percent of net sales increased to 
37.4% and 35.9% in the second quarter and first six months of 1997 compared to 
31.0% and 30.3% in the second quarter and first six months of 1996, 
respectively.  Domestic tissue operating income as a percent of net sales 
increased to 40.9% and 39.8% in the second quarter and first six months of 
1997 from 33.8% and 33.4% in the second quarter and first six months of 1996, 
respectively, due to higher volume as well as lower wastepaper and other raw 
material costs.  International operating income as a percent of sales rose for 
the second quarter and first six months of 1997 compared to the same periods 
in 1996 also due to higher volume and lower wastepaper costs.

     Interest Expense.  Interest expense decreased 13.7% and 16.0% for the 
second quarter and first six months of 1997, respectively, compared to the 
same periods in 1996 due to lower debt balances resulting from debt repayments 
using the proceeds from sales of common stock and cash provided from 
operations.

     Extraordinary Loss.  The Company's net income in the second quarter and 
first six months of 1997 was decreased by extraordinary losses of $.6 million 
and $1.9 million (net of income taxes of $.4 million and $1.3 million), 
respectively, representing the write-off of deferred loan costs associated 
with the prepayment of a portion of the outstanding indebtedness under the 
Company's 1995 Bank Credit Agreement.

     Net Income.  For the second quarter and first six months of 1997, net 
income was $58 million and $107 million, respectively, compared to net income 


                                      - 9 -


of $33 million and $60 million for the second quarter and first six months of 
1996.

FINANCIAL CONDITION

     For the first six months of 1997, cash increased $3 million.  Capital 
additions of $44 million and debt repayments of $160 million were funded 
principally by net proceeds of $37 million from the sale of common stock 
pursuant to the exercise of stock options, $36 million of borrowings and 
$134 million of cash from operations.

     During the first six months of 1997, receivables increased $14 million 
due principally to increased sales due to seasonally higher volume in the 
domestic tissue and international operations in the second quarter of 1997 
compared to the fourth quarter of 1996.  Accounts payable decreased 
$25 million due to lower raw material costs.  The liability for interest 
payable decreased $2 million due to lower debt balances resulting from debt 
repayments using the proceeds from the sale of common stock and cash provided 
by operations.  Other current liabilities declined $30 million resulting from 
the payment of obligations due on an annual basis, including employee bonuses 
and profit sharing and customer incentive payments.  As a result of all these 
changes the net working capital increased to $24 million at June 30, 1997 from 
a deficit of $36 million at December 31, 1996.

     The 1995 Revolving Credit Facility of the Company's 1995 Bank Credit 
Agreement, which may be used for general corporate purposes, has a final 
maturity of March 16, 2002.  At June 30, 1997, the Company had $236 million in 
available capacity under the 1995 Revolving Credit Facility.

PROPOSED MERGER WITH JAMES RIVER CORPORATION

     On May 5, 1997, the Company and James River Corporation announced the 
signing of a definitive merger agreement that will create a worldwide consumer 
products company which will be named Fort James Corporation.  Under the 
agreement, Fort Howard shareholders will receive 1.375 shares of Fort James 
common stock for each share of Fort Howard common stock.

     The merger agreement has been approved by the boards of directors of both 
companies.  The transaction is structured to qualify as a tax-free 
reorganization and will be accounted for as a pooling of interests.  The 
merger, which is expected to be completed at the end of the summer, is 
conditioned on receiving regulatory clearances in the United States and Europe 
and requires the approval of the shareholders of both companies.

IMPACT OF NEW ACCOUNTING STANDARD

     In February 1997 the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" 
("SFAS No. 128").  The Company will adopt SFAS No. 128 effective for the year 
ending December 31, 1997.  The Company does not expect SFAS No. 128 to have a 
significant impact on its reported earnings per share.  See footnote 2 to the 
Condensed Consolidated Financial Statements for a pro forma disclosure of the 
impact of SFAS No. 128 for the three and six month periods ended June 30, 1997 
and 1996.






                                      - 10 


PART II.  OTHER INFORMATION

1.   LEGAL PROCEEDINGS

     As previously reported, the Company responded during the first and second 
quarters of 1995 to a Civil Investigative Demand issued by the U.S. Department 
of Justice concerning a civil antitrust investigation into possible agreements 
in restraint of trade in connection with the sales of commercial sanitary 
paper products.  As previously reported, on May 20, 1996, the Company received 
a subpoena from a federal grand jury in Cleveland that is investigating 
possible antitrust violations in the sale of commercial sanitary paper 
products.  The Company believes that it has fully complied with the subpoena.

     On or about May 13, 1997, the Attorney General of the State of Florida 
filed a civil action in the Gainesville Division of the United States District 
Court for the Northern District of Florida against the Company and nine other 
manufacturers of sanitary paper products alleging violations of federal and 
state antitrust and unfair competition laws.  The complaint seeks a civil 
penalty under Florida law of $1 million for each alleged violation against 
each defendant, an unspecified amount of treble damages and injunctive relief.  
Over the following weeks, additional civil class actions were filed in various 
federal and state courts against the same defendants alleging violations of 
federal and state antitrust statutes and seeking treble damages and injunctive 
relief.  The actions are the subject of a motion for transfer and 
consolidation before the Joint Panel on Multidistrict Litigation.  The 
litigation is in its earliest stages.  The Company intends to defend the 
litigation vigorously.

     Since 1992, the Company has been participating in an effort sponsored by 
the Wisconsin Department of Natural Resources ("WDNR") to study the nature and 
extent of polychlorinated biphenyl ("PCB") and other sediment contamination of 
the lower Fox River in northeast Wisconsin.  The objective of this effort is 
to identify potential cost-effective primary restoration methods for certain 
sediment deposits.  On January 30, 1997, the Company and six other companies 
(the "Seven Companies") entered into an agreement (the "Agreement") with WDNR 
and the Wisconsin Department of Justice ("WDOJ") to investigate claims for 
natural resource damages, including sediment restoration claims, asserted 
against the Seven Companies relating to releases of PCBs and other hazardous 
substances to the lower Fox River and to pursue a negotiated settlement of 
those claims under federal and state law.  The Agreement also provides that 
the Seven Companies will make available to the State of Wisconsin a total of 
$10 million, consisting of work and funds, to, among other purposes, initiate 
demonstration projects to determine the efficacy of sediment restoration 
approaches and to undertake a state directed natural resources damage 
assessment.  The parties have agreed to a tolling agreement and to forbear 
from commencing litigation during the term of the Agreement.  Based upon 
available information, the Company believes there are additional parties who 
may be responsible for releasing PCBs and other hazardous substances to the 
Fox River.

     The United States Department of Interior, Fish and Wildlife Service 
("FWS"), a federal natural resource trustee, previously informed each of the 
Seven Companies that they have been identified as potentially responsible 
parties ("PRPs") for purposes of claims for natural resource damages under the 
federal Comprehensive Environmental Response, Compensation, and Liability Act 





                                      - 11 -


("CERCLA"), commonly known as "Superfund," and the Federal Water Pollution 
Control Act arising from alleged releases of PCBs to the Fox River and Green 
Bay system.  The FWS alleges that natural resources, including endangered 
species, fish, birds and tribal lands or lands held by the United States in 
trust for various tribes, have been exposed to PCBs that were released from 
facilities located along the Fox River.  The FWS has begun an assessment to 
identify and quantify the nature and extent of injury to any affected natural 
resources.  On February 3, 1997, the Seven Companies were notified by FWS of 
its intent to file suit to recover natural resources damages pursuant to 
federal law.  Based upon available information, the Company believes that 
there are additional parties who may be identified as PRPs for alleged natural 
resource damages.

     On June 17, 1997, the United States Environmental Protection Agency 
("EPA") announced its intention to begin the action necessary to list the 
lower Fox River on the National Priorities List maintained by EPA under 
CERCLA.  The State of Wisconsin opposes such action, in part, to facilitate a 
more cooperative approach to resolving these claims.  By letter dated July 3,  
1997, EPA provided "special notice" under CERCLA and invited the Seven 
Companies to begin discussions concerning terms under which the Seven 
Companies would agree to conduct or finance a remedial investigation and 
feasibility study ("RI/FS") for the site.  In the event the Seven Companies 
and EPA are unable to reach agreement on terms under which the Seven Companies 
would conduct or finance the RI/FS, EPA has stated it may conduct a RI/FS and 
seek to recover the costs incurred from the Seven Companies.

     On July 11, 1997, the WDNR, the FWS, the Menominee Indian Tribe of 
Wisconsin, the Oneida Tribe of Indians of Wisconsin, the National Oceanic and 
Atmospheric Administration and EPA entered into a Memorandum of Agreement (the 
"MOA") that provides for coordination and cooperation among those parties in 
addressing the release or threat of release of hazardous substances into the 
lower Fox River, Green Bay and Lake Michigan environment.  The MOA sets forth 
a mutual goal of remediating and/or responding to hazardous substance releases 
and threats of releases, and restoring injured and potentially injured natural 
resources.  Language in the MOA indicates that the governments intend to focus 
on sediment removal as a principal, but not exclusive, method of achieving 
restoration and rehabilitation of injured natural resources and the services 
those resources provide.  The impact on the WDNR and FWS natural resource 
damages claims of this purported focus on sediment removal is unknown.  
Studies of the relative effectiveness, feasibility, environmental impacts and 
costs of large-scale sediment removal activities in the lower Fox River have 
not been undertaken.

     The Company intends to participate in discussions with EPA regarding the 
RI/FS for the site, and remains committed to the terms of the Agreement with 
WDNR.  There can be no assurance, however, that the Company will reach 
agreement on these matters with EPA, WDNR or the other parties to the MOA.

     As of June 30, 1997, the Company had $36 million of accrued liabilities 
for estimated or anticipated liabilities, including legal and consulting 
costs, relating to environmental matters arising from its operations.  The 
Company expects these costs to be expended over an extended number of years.  
Although the accrued liabilities reflect the Company's current estimate of the 
cost of these environmental matters, there can be no assurance that the amount 
accrued will be adequate.

2.   CHANGES IN SECURITIES

     None

                                      - 12 


3.   DEFAULTS UPON SENIOR SECURITIES

     None

4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's Annual Meeting of Stockholders was held on May 13, 1997.  
Dudley J. Godfrey, Michael T. Riordan and Frank V. Sica were elected to the 
Company's Board of Directors at the meeting to hold office for three-year 
terms expiring in 2000.  The terms of Dr. James L. Burke, Kathleen J. Hempel, 
David I. Margolis, Donald Patrick Brennan and Robert H. Niehaus continued 
after the meeting.  Donald H. DeMeuse retired as a director of the Company on 
April 3, 1997.

     The Company's stockholders also approved a proposal to amend the 
Company's Restated Certificate of Incorporation to increase the number of 
authorized shares of common stock, par value $.01, to 200,000,000 shares.

     Following are the voting results:


                                                    Withheld        Broker
                           For           Against    or Abstained    Non-Votes
                           ---           -------    ------------    ---------

Nominees for election
of Directors:

     Dudley J. Godfrey     67,169,546      ---        412,281          ---    
     Michael T. Riordan    67,159,172      ---        422,655          ---    
     Frank V. Sica         66,312,310      ---      1,269,517          ---    

Amendment to
Restated Certificate
of Incorporation           65,328,141    75,063     1,977,655       200,968

5.   OTHER INFORMATION

     None

6.   EXHIBITS AND REPORTS ON FORM 8-K

     a)  Exhibits:  

         Exhibit No.                     Description

             2         The Agreement and Plan of Merger (the "Merger
                       Agreement"), dated as of May 4, 1997, among the
                       Company, James River Delaware, Inc. and James River
                       Corporation of Virginia ("James River") (Incorporated
                       herein by reference to the Company's Current Report
                       on Form 8-K, dated May 4, 1997 and filed May 13, 1997).

             3(i)(A)   Restated Certificate of Incorporation of the Company
                       (Incorporated herein by reference to Exhibit 3.1 as
                       filed with the Company's Annual Report on Form 10-K
                       for the year ended December 31, 1994).


                                      - 13 -


             3(i)(B)   Amendment to the Restated Certificate of Incorporation
                       of the Company dated June 2, 1997.

            10(A)      Letter Agreement, dated as of May 4, 1997, among
                       James River, The Morgan Stanley Leveraged Equity
                       Fund II, L.P., Morgan Stanley Group Inc., Fort Howard
                       Equity Investors II, L.P., Morgan Stanley Leveraged
                       Equity Holdings, Inc., Morgan Stanley Equity Investors,
                       Inc. and Morgan Stanley Leveraged Equity Fund II, Inc. 
                       (Incorporated herein by reference to the Company's
                       Current Report on Form 8-K, dated May 4, 1997 and filed
                       May 13, 1997).

            10(B)      Letter Agreement, dated as of May 4, 1997, between
                       James River and Leeway & Co., as Nominee for the Long-
                       Term Investment Trust (Incorporated herein by reference
                       to the Company's Current Report on Form 8-K, dated
                       May 4, 1997 and filed May 13, 1997).

            10(C)      Letter Agreement, dated as of May 4, 1997, between
                       James River and Mellon Bank, N.A., solely in its
                       capacity as Trustee for FIRST PLAZA GROUP TRUST (as
                       directed by General Motors Investment Management
                       Corporation), and not in its individual capacity
                       (Incorporated herein by reference to the Company's
                       Current Report on Form 8-K, dated May 4, 1997 and
                       filed May 13, 1997).

            27         Financial Data Schedule for the six months ended
                       June 30, 1997.

            99         News release containing financial results for the
                       quarter ended June 30, 1997.

     b)  During the quarter ended June 30, 1997 and subsequent thereto, the 
Company filed the following Current Reports on Form 8-K:

            1)         The Company filed a Form 8-K on May 5, 1997, reporting
                       under Item 5 the signing of the Merger Agreement.

            2)         The Company filed a Form 8-K on May 6, 1997, publishing
                       a press release announcing the distribution by The
                       Morgan Stanley Leveraged Equity Fund II, L.P. and two
                       related limited partnerships of such partnerships'
                       entire investments in the Company.

            3)         The Company filed a Form 8-K on May 13, 1997, reporting
                       under Item 5 and attaching as exhibits the Merger
                       Agreement and various agreements with certain
                       stockholders of the Company entered into in connection
                       with the Merger Agreement.









                                      - 14 -


                            FORT HOWARD CORPORATION

                                  SIGNATURES




Pursuant to the requirement 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.




                                    FORT HOWARD CORPORATION                

                                    Registrant



August 5, 1997                     /s/ Kathleen J. Hempel                
                                   ----------------------------------------
                                   Kathleen J. Hempel, Vice Chairman and 
                                   Chief Financial Officer and Principal  
                                   Accounting Officer




August 5, 1997                     /s/ James W. Nellen II                
                                   ----------------------------------------
                                   James W. Nellen II, Vice President 
                                   and Secretary


























                                      - 15 -
                              INDEX TO EXHIBITS



Exhibit No.                     Description

     2        The Agreement and Plan of Merger (the "Merger
              Agreement"), dated as of May 4, 1997, among the
              Company, James River Delaware, Inc. and James River
              Corporation of Virginia ("James River") (Incorporated
              herein by reference to the Company's Current Report
              on Form 8-K, dated May 4, 1997 and filed May 13, 1997).

    3(i)(A)   Restated Certificate of Incorporation of the Company
              (Incorporated herein by reference to Exhibit 3.1 as
              filed with the Company's Annual Report on Form 10-K
              for the year ended December 31, 1994).

    3(i)(B)   Amendment to the Restated Certificate of Incorporation
              of the Company dated June 2, 1997.

   10(A)      Letter Agreement, dated as of May 4, 1997, among
              James River, The Morgan Stanley Leveraged Equity
              Fund II, L.P., Morgan Stanley Group Inc., Fort Howard
              Equity Investors II, L.P., Morgan Stanley Leveraged
              Equity Holdings, Inc., Morgan Stanley Equity Investors,
              Inc. and Morgan Stanley Leveraged Equity Fund II,
              Inc. (Incorporated herein by reference to the Company's
              Current Report on Form 8-K, dated May 4, 1997 and filed
              May 13, 1997).

   10(B)      Letter Agreement, dated as of May 4, 1997, between
              James River and Leeway & Co., as Nominee for the Long-
              Term Investment Trust (Incorporated herein by reference
              to the Company's Current Report on Form 8-K, dated
              May 4, 1997 and filed May 13, 1997).

   10(C)      Letter Agreement, dated as of May 4, 1997, between
              James River and Mellon Bank, N.A., solely in its
              capacity as Trustee for FIRST PLAZA GROUP TRUST (as
              directed by General Motors Investment Management
              Corporation), and not in its individual capacity
              (Incorporated herein by reference to the Company's
              Current Report on Form 8-K, dated May 4, 1997 and
              filed May 13, 1997).

    27        Financial Data Schedule for the six months ended 
              June 30, 1997

    99        News release containing financial results for the
              quarter ended June 30, 1997








                                      - 16 -