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                               RESTATED BYLAWS OF

                               CROWN VANTAGE INC.

                           (as amended July 31, 1996)



                      ARTICLE I - MEETINGS OF STOCKHOLDERS


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

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

     Section 1.3    ORGANIZATION AND ORDER OF BUSINESS.  The Chairman, President
and Chief Executive Officer (the "Chairman") shall serve as chairman at all
meetings of the stockholders.  In his or her absence if he or she declines to
serve, a majority of the shares entitled to vote at such meeting may appoint any
person to act as chairman.  The Secretary of the Corporation or, in his absence,
an Assistant Secretary, shall act as secretary at all meetings of the
stockholders.  In the event that neither the Secretary nor any Assistant
Secretary is present, the chairman of the meeting may appoint any person to act
as secretary of the meeting.

     The Chairman shall have the authority to make such rules and  regulations,
to establish such procedures and to take such steps as

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

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

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

     Each such stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) the name and
address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing such business, (ii)

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the class and number of shares of stock of the Corporation beneficially owned by
such stockholder, (iii) a representation that such stockholder is a stockholder
of record and intends to appear in person or by proxy at such meeting to bring
before the meeting the business specified in the notice, (iv) a brief
description of the business desired to be brought before the meeting, including
the complete text of any resolutions to be presented at the meeting and the
reasons for wanting to conduct such business, and (v) any material interest
which the stockholder has in such business.

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

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

     Section 1.5    SPECIAL MEETINGS.  Special meetings of the stockholders may
be called by the Chairman or the Board of Directors.  Only business within the
purpose or purposes described in the notice for a special meeting of
stockholders may be conducted at the meeting.

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

     Notice of a stockholders' meeting to act on (i) an amendment of the
Articles of Incorporation; (ii) a plan of merger or share exchange; (iii) the
sale, lease, exchange or other disposition of

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

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

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

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

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shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present unless a different
vote in required by the Articles of Incorporation.  Less than a quorum may
adjourn a meeting.

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

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

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

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

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

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

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

     Section 1.11   VOTING LIST.  The officer or agent having charge of the
stock transfer books of the Corporation shall make, at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any

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

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


                             ARTICLE II - DIRECTORS

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

    Section 2.2    NUMBER AND TERM.  The number of directors of the Corporation
shall be eight.  This number may be changed from time to time by amendment to
these Bylaws to increase or decrease by 30 percent or less the number of
directors last elected by the stockholders, but only the stockholders may
increase or decrease the number by more than 30 percent.  No decrease in number
shall have the effect of shortening the term of any incumbent director.

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Each director shall hold office until his death, resignation or removal or until
his successor is elected.

    Section 2.3    NOMINATION OF CANDIDATES.  No person shall be eligible for
election as a director unless nominated (i) by the Board of Directors upon
recommendation of the Nominating Committee or otherwise or (ii) by a stockholder
entitled to vote on the election of directors pursuant to the procedures set
forth in this Section 2.3.

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

    Each such stockholder's notice shall set forth the following:  (i) as to
the stockholder giving the notice (a) the name and address of such stockholder
as they appear on the Corporation's stock transfer books, (b) the class and
number of shares of stock of the Corporation beneficially owned by such
stockholder, (c) a representation that such stockholder is a stockholder of
record and intends to appear in person or by proxy at such meeting to nominate
the person or persons specified in the notice, and (d) a description of all
arrangements or understandings, if any, between such stockholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made; and (ii) as to each
person whom the stockholder wishes to nominate for election as a director (a)
the

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

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

    Section 2.5    REMOVAL; VACANCIES.  The stockholders may remove one or more
directors for cause.  If a director is elected by a voting group, only the
stockholders of that voting group may vote to remove him or her.  Unless the
Articles of Incorporation require a greater vote, a director may be removed if
the number of votes cast to remove him or her constitutes a majority of the
votes entitled to be cast at an election of directors of the voting group or
voting groups by which such director was elected.  A director may be removed by
the stockholders only at a meeting called for the purpose of removing him or her
and the notice of the meeting must state that the purpose, or one of the
purposes of the meeting, is removal of the director.

    A vacancy on the Board of Directors, including a vacancy resulting from the
removal of a director or an increase in the number of directors, may be filled
by (i) the stockholders, (ii) the Board of Directors or (iii) the affirmative
vote of a majority of the remaining directors though less than a quorum of the
Board of Directors, and may, in the case of a resignation that will

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become effective at a specified later date, be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

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


                        ARTICLE III - DIRECTORS' MEETINGS

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

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

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

    Section 3.4    NOTICE OF MEETINGS.  No notice need be given of regular
meetings of the Board of Directors.

    Notice of special meetings of the Board of Directors shall be given to each
director in person or delivered to his residence or

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business address, or such other place as he or she may have directed in writing,
not less than 24 hours before the meeting by mail, messenger, telecopy,
telegraph, or other means of written communication or by telephoning such notice
to him or her.  Any such notice shall set forth the time and place of the
meeting and state the purpose for which it is called.

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

    Section 3.6    WAIVER OF NOTICE; ATTENDANCE AT MEETING.  A director may
waive any notice required by law, the Articles of Incorporation, or these Bylaws
before or after the date and time stated in the notice, and such waiver shall be
equivalent to the giving of such notice.  Except as provided in the next
paragraph of this section, the waiver shall be in writing, signed by the
director entitled to the notice and filed with the minutes or corporate records.

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

    Section 3.7    ACTION WITHOUT MEETING.  Action required or permitted to be
taken at a Board of Directors' meeting may be taken without a meeting if the
action is taken by all members of the Board.  The action shall be evidenced by
one or more written consents describing the action taken, signed by each
director either before or after the action taken, and included in the

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minutes or filed with the corporate records reflecting the action taken.  Action
taken under this section shall be effective when the last director signs the
consent unless the consent specifies a different effective date in which event
the action taken is effective as of the date specified therein, provided the
consent states the date of execution by each director.

                       ARTICLE IV - COMMITTEE OF DIRECTORS

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

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

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

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

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

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

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


                              ARTICLE V - OFFICERS

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

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offices may be combined except the offices of President and Secretary.

    Section 5.2    ELECTION, TERM.  Officers shall be elected at each annual
meeting of the Board of Directors and shall hold office, unless removed, until
the next annual meeting of the Board of Directors or until their successors are
elected.  Any officer may resign at any time upon written notice to the Board of
Directors.

    Section 5.3    REMOVAL OF OFFICERS.  Officers may be removed, with or
without cause, at any time by the Board of Directors.

    Section 5.4    DUTIES OF THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER.  The Chairman shall have general charge of, and be charged with, the
duty of supervision of the business of the Corporation.  In addition, he or she
shall perform such duties, from time to time, as may be assigned to him or her
by the Board of Directors.

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

    Section 5.5    DUTIES OF THE SECRETARY.  The Secretary shall have the duty
to see that a record of the proceedings of each meeting of the stockholders and
the Board of Directors, and any committee of the Board of Directors, is properly
recorded and that notices of all such meetings are duly given in accordance with
the provisions of these Bylaws or as required by law; he or she may affix the
corporate seal to any document the execution of which is duly authorized, and
when so affixed may attest the same; and, in general, he or she shall perform
all duties incident to the office of secretary of a corporation, and such other
duties as, from time to time, may be assigned to him or her by the Chairman or
the Board of Directors, or as may be required by law.

    Section 5.6    DUTIES OF THE CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer shall have charge of and be responsible for all securities, funds,
receipts and disbursements of the Corporation, and shall deposit or cause to be
deposited, in the name of the Corporation, all monies or valuable effects in
such

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banks, trust companies or other depositories as shall, from time to time, be
selected by or under authority granted by the Board of Directors; he or she
shall be custodian of the financial records of the Corporation; he or she shall
keep or cause to be kept full and accurate records of all receipts and
disbursements of the Corporation and shall render to the Chairman and the Board
of Directors, whenever requested, an account of the financial condition of the
Corporation; and shall perform such duties as may be assigned to him or her by
the Chief Executive Officer or the Board of Directors.

    Section 5.7    DUTIES OF OTHER OFFICERS.  The other officers of the
Corporation shall have such authority and perform such duties as shall be
prescribed by the Board of Directors or by officers authorized to appoint them
to their respective offices.  To the extent that such duties are not so stated,
such officers shall have such authority and perform the duties which generally
pertain to their respective offices, subject to the control of the Chief
Executive Officer or the Board of Directors.

    Section 5.8    VOTING SECURITIES OF OTHER CORPORATIONS.  Any one of the
Chairman or the Chief Financial Officer shall have power to act for and vote on
behalf of the Corporation at all meetings of the stockholders of any corporation
in which this Corporation holds stock, or in connection with any consent of
stockholders in lieu of any such meeting.

    Section 5.9    BONDS.  The Board of Directors may require that any or all
officers, employees and agents of the Corporation give bond to the Corporation,
with sufficient sureties, conditioned upon the faithful performance of the
duties of their respective offices or positions.


                       ARTICLE VI - CERTIFICATES OF STOCK

    Section 6.1    FORM.  Stock of the Corporation shall, when fully paid, be
evidenced by certificates containing such information as is required by law and
approved by the Board of Directors.  Certificates shall be signed by the
Chairman, the Chief Financial Officer, or any Vice President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may
(but need not) be sealed with the seal of the Corporation.  The

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seal of the Corporation and any or all of the signatures on such certificates
may be a facsimile, engraved or printed.  In case any such officer or any
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon any such certificate shall have ceased to hold office before such
certificate is issued, the certificate shall, nevertheless, be valid.

    Section 6.2    LOST, STOLEN OR DESTROYED STOCK CERTIFICATES.  The
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued which is alleged to have been lost, stolen or destroyed and
may require the owner of such certificate, or his legal representative, to give
the Corporation a bond, sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.

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


                     ARTICLE VII - MISCELLANEOUS PROVISIONS


    Section 7.1    CORPORATE SEAL.  The corporate seal of the Corporation shall
be circular and shall have inscribed thereon, within and around the
circumference, "CROWN VANTAGE INC."  In the center shall be the word "SEAL".

    Section 7.2    FISCAL YEAR.  The fiscal year of the Corporation shall be
determined in the discretion of the Board of Directors, but in the absence of
any such determination it shall be a fiscal year of either 52 or 53 weeks ending
on the last Sunday in December.

    Section 7.3    AMENDMENTS.  These Bylaws may be amended or repealed, and
new Bylaws may be made, at any regular or special

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meeting of the Board of Directors by a majority of the Board.  Bylaws made by
the Board of Directors may be repealed or changed and new Bylaws may be made by
the stockholders, and the stockholders may prescribe that any Bylaw made by them
shall not be altered, amended or repealed by the Board of Directors.


                         ARTICLE VIII - VIRGINIA CONTROL
                            SHARE ACQUISITION STATUTE

    The provisions of Article 14.1 of the Virginia Stock Corporation Act
(Section 13.1-728.1 et seq.) in effect on the 14th day of August, 1995, shall
not apply to the acquisition of shares of this Corporation.


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