Exhibit 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)

   I.     The name of the Corporation is James River Corporation of Virginia.

  II.     Pursuant to Sections 13.1-639 and 13.1-689 of the Virginia Stock
Corporation Act, the Board of Directors of the Corporation on September 8,
1992 duly adopted the following amendment to the Amended and Restated
Articles of Incorporation of the Corporation, adding Article XII thereto
which sets forth the designation and number of shares of a series of
Preferred Stock of the Corporation and certain preferences, limitations and
relative rights thereof and authorized a senior executive officer of the
Corporation to determine the remaining preferences, limitations and relative
rights thereof within limits specifically prescribed by the Board of
Directors and such senior executive officer made such determinations on
September 30, 1992:

                                  Article XII

     230,000 authorized but unissued shares of Preferred Stock ($10.00 par
value) are designated as a series of Preferred Stock to be called the Series
O 8-1/4% Cumulative Preferred Stock (the "Series O Preferred Stock"), with
the following voting powers, limitations, rights and preferences:

     A.   Dividends.

          (1)  The holders of the outstanding shares of Series O Preferred
          stock shall be entitled to receive, if, when and as declared by the
          Board of Directors of the Corporation, and when not prohibited by
          law, cash dividends at the rate and payable on the dates
          hereinafter set forth.  The rate of dividends payable on the shares
          of Series O Preferred Stock shall be $41.25 per share per annum
          (rounded upward to the nearest whole $.01) and no more.  Dividends
          shall be payable in equal quarterly installments on the first day
          of January, April, July and October of each year (the "Payment
          Dates"), commencing, in the case of any share of Series O Preferred
          Stock, on January 1, 1993.  The initial dividend payment will be
          computed at the annual rate for the period from the Issuance Date
          of Series O Preferred Stock to the first installment Payment Date. 
          Dividends shall be cumulative and accumulate on the Series O
          Preferred Stock from and after the Issuance Date.  Dividends
          payable on the first installment Payment Date following issuance
          and on the date fixed for any redemption of shares of Series O
          Preferred Stock pursuant to Section C hereof which is not a Payment
          Date, shall be calculated on the basis of a 360-day year and the
          actual number of days elapsed.  Dividends will be payable to
          holders of record as they appear on the stock books of the
          Corporation on such record dates as shall be fixed by the Board
          Directors of the Corporation (the "Record Dates").

                                      
          (2)  No dividend whatsoever shall be declared or paid upon, or any
          sum set apart for the payment of dividends upon, any shares of
          Parity Stock for any dividend period unless all dividends for all
          past dividend periods have been declared and paid upon, or declared
          and a sufficient sum set apart for the payment of such dividend
          upon, all shares of Series O Preferred Stock outstanding. 

                                      E-2
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          (3)  Unless full dividends (to the extent that the amount thereof
          shall have become determinable) on all outstanding shares of Series
          O Preferred Stock and any outstanding shares of Parity Stock due
          for all past dividend periods shall have been declared and paid, or
          declared and a sum sufficient for the payment thereof set apart,
          then, subject to the right of holders of shares of previously
          issued series of Preferred Stock, (a) no dividend (other than a
          dividend payable solely in Junior Stock) shall be declared or paid
          upon, or any sum set apart for the payment of dividends upon, any
          shares of Junior Stock; (b) no other distribution shall be made
          upon any shares of Junior Stock; (c) no shares of Junior Stock
          shall be purchased, redeemed or otherwise acquired for value by the
          Corporation or by any Subsidiary; and (d) no monies shall be paid
          into or set apart or made available for a sinking or other like
          fund for the purchase, redemption or other acquisition for value of
          any shares of Junior Stock by the Corporation or any Subsidiary.

     B.   Voting Rights.

          (1)  Except for the voting rights expressly conferred by this
          Section B and except to the extent provided by law, the holders of
          shares of Series O Preferred Stock shall not be entitled (a) to
          vote on any matter or (b) to receive notice of, or to participate
          in, any meeting of stockholders of the Corporation at which the
          holders of shares of Series O Preferred Stock are not entitled to
          vote.

          (2)  The approval of more than two-thirds of the votes entitled to
          be cast by the holders of the outstanding shares of the Series O
          Preferred Stock, voting as a separate voting group, shall be
          required for the adoption of any amendment to the Articles of
          Incorporation, or any bylaw, that materially adversely changes the
          preferences, limitations and rights of the Series O Preferred Stock
          (it being expressly stated that an increase in the number of
          Directors of the Corporation is not such an adverse change,
          provided that this statement is made as a matter of clarification
          and shall not be read as implying that in its absence such an
          increase would institute such an adverse change) or for the
          authorization of, or the increase in the authorized number of
          shares of, a class of Capital Stock other than Junior Stock and
          Parity Stock.  The approval of a majority of the votes entitled to
          be cast by the holders of the outstanding shares of Series O
          Preferred Stock, voting as a separate voting group, shall be
          required for authorization of, or an increase in the authorized
          number of shares of, any class of Parity Stock.  Except for cases
          covered by the two preceding sentences of this paragraph (2),
          whenever the holders of the Series O Preferred Stock are entitled
          under the Virginia Stock Corporation Act to vote as a separate
          voting group on an amendment of the Articles of Incorporation, a
          plan of merger, or a plan of share exchange, the vote required for
          the approval of such amendment shall be a majority of all votes
          cast on the amendment, plan of merger or plan of share exchange by
          the holders of the Series O Preferred Stock at a meeting at which
          the holders of a majority of the outstanding shares of Series O
          Preferred Stock are represented in person or by proxy.

          (3)  Whenever the holders of the Series O Preferred Stock are
          entitled under the Virginia Stock Corporation Act to vote together
          with the holders of one or more other series of Preferred Stock as
          a single voting group (including a vote of the class of Preferred
          Stock as a separate voting group) on any amendment of the Articles
          of Incorporation, plan of merger or plan of share exchange, the
          vote required for the approval of such amendment, plan of merger or
<PAGE>

          plan of share exchange shall be a majority of all votes cast on the
          amendment, plan of merger or plan of share exchange by the holders
          of the shares included in such voting group at a meeting at which
          the holders of a majority of the outstanding shares included in
          such voting group are represented in person or by proxy; provided
          that if at the time of such vote there shall be outstanding any
          share of a series included in such voting group which under the
          Articles of Incorporation or otherwise under the Virginia State
          Corporation Act is not authorized as part of such voting group to
          approve the amendment, plan of merger or plan of share exchange by
          such majority vote, the vote required for its approval of such
          amendment, plan of merger or plan of share exchange shall be more
          than two-thirds of all the votes entitled to be cast by such voting
          group.

          (4)  The holders of the outstanding shares of Series O Preferred
          Stock shall also have the right, voting together with the holders
          of any other outstanding shares of Voting Preferred Stock (as
          hereinafter defined) as a separate voting group, to elect two
          members of the Board of Directors of the Corporation at any time
          six or more quarterly dividends on any shares of Voting Preferred
          Stock shall be in arrears and unpaid, in whole or in part, whether
          or not declared and whether or not any funds shall be or have been
          legally available for payment thereof.  For this purpose, "Voting
          Preferred Stock" shall mean the Series O Preferred Stock and each
          other series of Preferred Stock which shall have substantially
          similar voting rights (including voting as one voting group with
          other shares of Voting Preferred Stock) with respect to the
          election of directors upon substantially similar arrearages of
          dividends.  In such event, unless a regular meeting of the
          stockholders of the Corporation is to be held within 60 days
          thereof for the purpose of electing Directors, the Corporation
          shall promptly thereafter cause the number of Directors of the
          Corporation to be increased by two, and, within 30 days thereafter,
          shall call a special meeting of the holders of the outstanding
          shares of Voting Preferred Stock for the purpose of electing such
          Directors to take place at the time specified in the notice of the
          meeting, to be not more than 60 days after such holders become so
          entitled to elect two Directors and not less than ten nor more than
          50 days after the date on which such notice is mailed.  If such
          special meeting shall not have been so called by the Corporation,
          or such regular meeting shall not be so held, a special meeting may
          be called for such purpose at the expense of the Corporation by the
          holders of not less than 10% of the outstanding shares of any
          series of Voting Preferred Stock; and notice of any such special
          meeting shall be given by the person or persons calling the same to
          the holders of the outstanding shares of the Voting Preferred Stock
          by first-class mail, postage prepaid, at their last addresses as
          shall appear on the stock transfer records of the Corporation.  At
          any such special meeting the holders of the outstanding shares of
          Voting Preferred Stock, voting as a separate voting group with each
          share having one vote, shall elect two members of the Board of
          Directors of the Corporation.  If a regular meeting of the
          stockholders of the Corporation for the purpose of electing
          Directors is to be held within 60 days after the time the holders
          of the outstanding shares of Voting Preferred Stock become so
          entitled to elect two Directors, then the holders of the
          outstanding shares of Voting Preferred Stock shall be given notice
          thereof in the same manner as other stockholders of the Corporation
          entitled to vote thereat; and at such regular meeting, the holders
          of the outstanding shares of Voting Preferred Stock, voting as a
          separate voting group with each share having one vote, shall elect
          two members of the Board of Directors.  The right of the holders of
          the Voting Preferred Stock, voting as a separate voting group, to
          elect two members of the Board of Directors of the Corporation
<PAGE>

          shall continue until such time as no dividends on any outstanding
          shares of Voting Preferred Stock are in arrears and unpaid, in
          whole or in part, at which time (i) the voting power of the holders
          of the outstanding shares of Voting Preferred Stock so to elect two
          directors shall cease, but always subject to the same provisions of
          this paragraph (4) for the vesting of such voting power upon the
          occurrence of each and every like arrearage of dividends, and (ii)
          the term of office of each member of the Board of Directors who was
          elected pursuant to this paragraph (4) shall automatically expire.

     C.   Redemption.

          (1)  The shares of Series O Preferred Stock are not redeemable
          prior to October 1, 1997.  The Corporation may, at its option,
          redeem shares of Series O Preferred Stock, in whole or in part, at
          any time from time to time on or after October 1, 1997 at a
          redemption price of $500 per share, plus in each case Dividends
          Accumulated to the date fixed for redemption.

          (2)  In case less than all of the outstanding shares of Series O
          Preferred Stock are to be redeemed, not more than 60 days prior to
          the date fixed for redemption the Corporation shall select the
          shares to be redeemed.  The Corporation shall select by proration,
          by lot or otherwise the shares to be so redeemed among the holders
          thereof.  The Corporation shall make such adjustments,
          reallocations and eliminations as it shall deem proper by
          increasing or decreasing or eliminating the number of shares to be
          redeemed which would be allocable to any one holder on the basis of
          exact proration, selection by lot or any such other method of
          selection by not more than ten shares to the end that the number of
          shares so prorated shall be integral multiples of ten shares.  The
          Corporation in its discretion may elect the particular certificates
          (if there are more than one) representing shares registered in the
          name of a holder that are to be redeemed.

          (3)  Not less than 30 nor more than 60 days prior to the date fixed
          for any redemption pursuant to paragraph (1) of this Section C,
          notice of redemption shall be given by first-class mail, postage
          prepaid, to the holders of record of the outstanding shares of the
          Series O Preferred Stock to be redeemed at their last addresses as
          shown by the Corporation's stock transfer records.  The notice of
          redemption shall set forth the number of shares to be redeemed, the
          date fixed for redemption, the applicable redemption price or
          prices (including the amount of Dividends Accumulated to the date
          fixed for the redemption), and the place or places where
          certificates representing shares to be redeemed may be surrendered. 
          In case less than all outstanding shares are to be redeemed, the
          notice of redemption shall also set forth the numbers of the
          certificates representing shares to be redeemed and, in case less
          than all shares represented by any such certificate are to be
          redeemed, the number of shares represented by such certificate to
          be redeemed.

          (4)  If notice of redemption of any outstanding shares of Series O
          Preferred Stock shall have been duly mailed as herein provided, on
          or before the date fixed for redemption the Corporation shall
          deposit in cash funds sufficient to pay the redemption price
          (including Dividends Accumulated to the date fixed for redemption)
          of such shares in trust for the benefit of the holders of shares to
          be redeemed with any bank or trust company in the City of Richmond,
          State of Virginia, or Borough of Manhattan, City and State of New
<PAGE>

          York, having capital and surplus aggregating at least $50,000,000
          as of the date of its most recent report of financial condition,
          named in such notice, to be applied to the redemption of the shares
          so called for redemption against surrender for cancellation of the
          certificates representing shares so redeemed.  From and after the
          time of such deposit all shares for the redemption of which such
          deposit shall have been made shall, whether or not the certificates
          therefor shall have been surrendered for cancellation, be deemed no
          longer to be outstanding for any purpose, and all rights with
          respect to such shares shall thereupon cease and determine except
          the right to receive payment of the redemption price (including
          Dividends Accumulated to the date fixed for redemption), but
          without interest.  Any interest earned on funds so deposited shall
          be paid to the Corporation from time to time.  Any funds so
          deposited and unclaimed at the end of three years from the date
          fixed for redemption shall be repaid to the Corporation free of
          trust, and the holders of the shares called for redemption who have
          not surrendered certificates representing such shares prior to such
          repayment shall be deemed to be unsecured creditors of the
          Corporation for the amount of the redemption price (including
          Dividends Accumulated to the date fixed for redemption) thereof and
          shall look only to the Corporation for payment thereof, without
          interest, subject to the laws of the Commonwealth of Virginia.

          (5)  The Corporation shall also have the right to acquire
          outstanding shares of Series O Preferred Stock otherwise than by
          redemption pursuant to paragraph (1) of this Section C from time to
          time for such consideration as may be acceptable to the holders
          thereof.

          (6)  Shares of Series O Preferred Stock purchased, redeemed or
          otherwise acquired by the Corporation and shares of Series O
          Preferred Stock not issued on or within 30 days after the Issuance
          Date shall become authorized and unissued shares of Preferred Stock
          which may be designated as shares of any other series.  No
          additional shares of Preferred Stock, however, may be classified as
          Series O Preferred Stock.

     D.   Conversion.

          The holders of shares of Series O Preferred Stock shall not have
          any rights to convert such shares into shares of any other class or
          series of capital stock of the Corporation.

     E.   Liquidation.

          In the event of liquidation, dissolution or winding up of the
          affairs of the Corporation, whether voluntary or involuntary, the
          holders of the shares of the Series O Preferred Stock then
          outstanding shall be entitled to be paid in cash out of the net
          assets of the Corporation, including its capital, a liquidation
          payment of $500 per share, plus, in each case, Dividends
          Accumulated to the date of payment, and no more, before any
          distribution or payment shall be made to the holders of shares of
          Junior Stock and, after payment to the holders of the outstanding
          shares of Series O Preferred Stock and to the holders of shares of
          other series of Preferred Stock and classes of other Parity Stock
          of the amounts to which they are respectively entitled, the balance
          of such assets, if any, shall be paid to the holders of the Common
          Stock according to their respective rights.  For the purposes of
          the preceding sentence, neither the consolidation of the
          Corporation with nor the merger of the Corporation into any other
          corporation nor the sale, lease or other disposition of all or
          substantially all of the Corporation's properties and assets shall,
<PAGE>

          without further corporation action, be deemed a liquidation,
          dissolution or winding up of the affairs of the Corporation.  In
          case the net assets of the Corporation are insufficient to pay to
          the holders of the outstanding shares of Series O Preferred Stock
          the full amounts to which they are respectively entitled, the
          entire net assets of the Corporation remaining shall be distributed
          ratably to the holders of the outstanding shares of Series O
          Preferred Stock, other series of Preferred Stock and classes of
          other Parity Stock in proportion to the full amounts to which they
          are respectively entitled.

     F.   Definitions.

          For the purpose of this amendment, the word "corporation" shall be
          deemed to include corporations, associations, companies and
          business trusts and, unless the context otherwise requires, the
          following terms shall have the following meanings:

          "Capital Stock" means any capital stock of any class or series
          (however designated) of the Corporation.

          "Dividends Accumulated" means with respect to any shares of Series
          O Preferred Stock, an amount equal to the dividends thereon at the
          dividend rate per annum computed from the Issuance Date to the date
          to which reference is made, whether such amount or any part thereof
          shall have been declared as dividends and whether there shall be or
          have been any funds out of which such dividends might legally be
          paid, less the amount of dividends declared and paid hereon and, if
          any dividends thereon have been declared but not paid, the amount
          set apart for the payment of such dividends.

          "Issuance Date" shall mean the first date of issuance of any shares
          of Series O Preferred Stock.

          "Junior Stock" means any Capital Stock ranking as to dividends or
          as to rights in liquidation, dissolution or winding up of the
          affairs of the Corporation junior to Series O Preferred Stock.

          "Parity Stock" means any Capital Stock ranking as to dividends or
          as to rights in liquidation, dissolution or winding up the affairs
          of the Corporation equally with the Series O Preferred Stock.

          "Payment Date" is defined in Section A(1) hereof.

          "Record Date" is defined in Section A(1) hereof.

          "Subsidiary" means any corporation a majority of the outstanding
          Voting Stock of which is owned, directly or indirectly, by the
          Corporation or by one or more Subsidiaries or by the Corporation
          and one or more Subsidiaries.  For this purpose, "Voting Stock"
          means stock of any class or classes (however designated) having
          ordinary voting power for the election of a majority of the members
          of the board of directors (or other governing body) of such
          corporation, other than stock having such powers only by reason of
          the happening of a contingency.

          "Voting Preferred Stock" is defined in Section B(4) hereof.

 III.     This amendment was adopted by the Board of Directors of the
Corporation without stockholder action and stockholder action was not
required.

September 30, 1992