UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: June 25, 2000                Commission File Number: 1-7911
--------------------------------------------------------------------------------
                             FORT JAMES CORPORATION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


             (Exact name of registrant as specified in its charter)

 Virginia                                                         54-0848173
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation  or  organization)                            Identification  No.)


1650  Lake  Cook  Road, Deerfield, IL                       60015-4753
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)
--------------------------------------------------------------------------------


Registrant's telephone number, including area code:         (847) 317-5000
--------------------------------------------------------------------------------

                                 Not Applicable
--------------------------------------------------------------------------------
             (Former name, former address, and former fiscal year,
                         if changed since last report)


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

Number of shares of $.10 par value common stock outstanding as of July 15, 2000:

                               204,712,356 shares


<PAGE>


                             FORT JAMES CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                                  June 25, 2000


                                TABLE OF CONTENTS

                                                                        Page No.
PART I.  FINANCIAL INFORMATION:

      ITEM 1.     Financial Statements:

                  Consolidated Balance Sheets as of June 25, 2000 and
                      December 26, 1999                                        3

                  Consolidated Statements of Operations for the quarters and
                      six months ended June 25, 2000 and June 27, 1999         4

                  Consolidated Statements of Cash Flows for the six months
                      ended June 25, 2000 and June 27, 1999                    5

                  Notes to Consolidated Financial Statements                   6

      ITEM 2.     Management's Discussion and Analysis of Financial

                  Condition and Results of Operations                         13


      ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk  16


PART II.  OTHER INFORMATION:


      ITEM 1.     Legal Proceedings                                           17

      ITEM 2.     Changes in Securities                                       17

      ITEM 3.     Defaults Upon Senior Securities                             17

      ITEM 4.     Submission of Matters to a Vote of Security Holders         17

      ITEM 5.     Other Information                                           17

      ITEM 6.     Exhibits and Reports on Form 8-K                            17

      SIGNATURES                                                              18






<PAGE>





PART I.  FINANCIAL INFORMATION

Item 1.           Financial Statements

                             FORT JAMES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                       June 25, 2000 and December 26, 1999
<TABLE>
<CAPTION>

                                                                    June      December
(in millions, except share data)                                    2000        1999
<S>                                                                  <C>        <C>

--------------------------------------------------------------------------------------
Assets:
Current assets:
  Cash and cash equivalents                                         $ 4.6      $ 10.3
  Accounts receivable                                               895.5       880.5
  Inventories                                                       801.4       790.4
  Deferred income taxes                                              88.8       111.5
  Other current assets                                               41.0        35.7
--------------------------------------------------------------------------------------
  Total current assets                                            1,831.3     1,828.4
--------------------------------------------------------------------------------------
Property, plant and equipment                                     7,909.1     7,858.0
Accumulated depreciation                                         (3,635.3)   (3,505.9)
--------------------------------------------------------------------------------------
  Net property, plant and equipment                               4,273.8     4,352.1
Goodwill, net                                                       497.8       528.8
Other assets                                                        502.7       548.9
--------------------------------------------------------------------------------------
  Total assets                                                  $ 7,105.6    $7,258.2
======================================================================================
Liabilities and Shareholders' Equity:
Current liabilities:
  Accounts payable                                                $ 580.8     $ 619.1
  Accrued liabilities                                               569.7       568.7
  Current portion of long-term debt                                  70.3        81.9
--------------------------------------------------------------------------------------
  Total current liabilities                                       1,220.8     1,269.7
--------------------------------------------------------------------------------------
Long-term debt                                                    3,449.1     3,432.0
Deferred income taxes                                               726.6       748.6
Accrued postretirement benefits other than pensions                 406.4       417.1
Other long-term liabilities                                         256.3       263.5
--------------------------------------------------------------------------------------
  Total liabilities                                               6,059.2     6,130.9
--------------------------------------------------------------------------------------
Common stock, $.10 par value, 500.0 million shares authorized;
  204.7 million shares outstanding at June 25, 2000
  and 214.0 million at December 26, 1999                             20.5        21.4
Additional paid-in capital                                        2,851.7     3,045.0
Accumulated other comprehensive loss                               (264.4)     (227.1)
Accumulated deficit                                              (1,561.4)   (1,712.0)
--------------------------------------------------------------------------------------
  Total shareholders' equity                                      1,046.4     1,127.3
--------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity                   $ 7,105.6    $7,258.2
======================================================================================

</TABLE>


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




<PAGE>



                             FORT JAMES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Quarters and Six Months Ended
                         June 25, 2000 and June 27, 1999

<TABLE>
<CAPTION>

                                                                               Quarter              Six Months
<S>                                                                          <C>       <C>         <C>        <C>
                                                                         --------------------- --------------------

(in millions, except per share data)                                         2000      1999        2000      1999
---------------------------------------------------------------------------------------------- --------------------
Net sales                                                                $ 1,756.6  $ 1,718.5  $ 3,433.2 $ 3,387.5
Cost of goods sold                                                        (1,231.7)  (1,175.2)  (2,433.0) (2,310.7)
Selling and administrative expenses                                         (299.1)    (291.1)    (587.2)   (588.2)
Restructure and other items                                                    8.6        1.1        8.6       1.1
-------------------------------------------------------------------------------------------------------------------
    Income from operations                                                   234.4      253.3      421.6     489.7
Interest expense                                                             (58.6)     (59.4)    (115.6)   (121.9)
Other income (expense), net                                                   (3.1)      14.2       11.7      18.1
-------------------------------------------------------------------------------------------------------------------
    Income from continuing operations before income taxes,
        extraordinary items, and cumulative effect of a change
        in accounting principle                                              172.7      208.1      317.7     385.9
Income tax expense                                                           (56.3)     (72.2)    (104.9)   (132.4)
-------------------------------------------------------------------------------------------------------------------
     Income from continuing operations before extraordinary
         items and cumulative effect of a change in accounting principle     116.4      135.9      212.8     253.5
Loss from discontinued operations, net of taxes                                  -       (9.3)         -      (4.9)
--------------------------------------------------------------------------------------------------------------------
     Income before extraordinary items and cumulative effect
         of a change in accounting principle                                 116.4      126.6      212.8     248.6
Extraordinary loss on early extinguishment of debt, net of taxes                 -      (31.0)         -     (33.2)
Cumulative effect of a change in accounting principle, net of taxes              -          -          -     (22.1)
-------------------------------------------------------------------------------------------------------------------
    Net income                                                             $ 116.4     $ 95.6    $ 212.8   $ 193.3
===================================================================================================================
Basic earnings per share:
    Income from continuing operations before extraordinary items
        and cumulative effect of a change in accounting principle           $ 0.57     $ 0.62     $ 1.02    $ 1.15
    Loss from discontinued operations, net of taxes                              -      (0.04)         -     (0.02)
    Extraordinary loss on early extinguishment of debt, net of taxes             -      (0.14)         -     (0.15)
    Cumulative effect of a change in accounting principle, net of taxes          -          -          -     (0.10)
-------------------------------------------------------------------------------------------------------------------
         Net income                                                         $ 0.57     $ 0.44     $ 1.02    $ 0.88
-------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding                                   205.5      219.6      207.8     219.6
===================================================================================================================
Diluted earnings per share:
    Income from continuing operations before extraordinary items
        and cumulative effect of a change in accounting principle           $ 0.57     $ 0.62     $ 1.02    $ 1.15
    Loss from discontinued operations, net of taxes                              -      (0.04)         -     (0.02)
    Extraordinary loss on early extinguishment of debt, net of taxes             -      (0.14)         -     (0.15)
    Cumulative effect of a change in accounting principle, net of taxes          -          -          -     (0.10)
-------------------------------------------------------------------------------------------------------------------
         Net income                                                         $ 0.57     $ 0.44     $ 1.02    $ 0.88
-------------------------------------------------------------------------------------------------------------------
Weighted average common shares and
     common share equivalents outstanding                                    205.9      220.9      208.1     220.6
===================================================================================================================

Cash dividends per common share                                             $ 0.15     $ 0.15     $ 0.30    $ 0.30
===================================================================================================================

</TABLE>

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


<PAGE>


                             FORT JAMES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Six Months Ended June 25, 2000 and June 27, 1999

<TABLE>
<CAPTION>

<S>                                                                              <C>         <C>

(in millions)                                                                    2000        1999
--------------------------------------------------------------------------------------------------
Cash provided by (used for) operating activities:
  Net income                                                                  $ 212.8     $ 193.3
  Depreciation expense                                                          232.8       220.4
  Amortization of goodwill                                                        8.7         9.3
  Deferred income tax provision                                                   8.1        38.2
  Restructure and other items                                                    (8.6)       (1.1)
  Loss from discontinued operations, net of taxes                                   -         4.9
  Loss on early extinguishment of debt, net of taxes                                -        33.2
  Cumulative effect of a change in accounting
    principle, net of taxes                                                         -        22.1
  Change in current assets and liabilities, excluding
    effects of acquisitions and dispositions:
     Accounts receivable                                                        (43.2)     (115.7)
     Inventories                                                                (18.9)      (28.1)
     Other current assets                                                        (6.1)      (12.3)
     Accounts payable and accrued liabilities                                   (11.7)      (30.0)
  Other, net                                                                    (35.6)      (26.1)
--------------------------------------------------------------------------------------------------

     Cash provided by operating activities                                      338.3       308.1
--------------------------------------------------------------------------------------------------
Cash provided by (used for) investing activities:
  Expenditures for property, plant and equipment                               (222.5)     (220.7)
  Proceeds from sale of assets                                                   92.4         3.5
  Increase in net assets of discontinued operations                                 -       (34.5)
  Other, net                                                                     (0.5)       (1.0)
--------------------------------------------------------------------------------------------------

     Cash used for investing activities                                        (130.6)     (252.7)
--------------------------------------------------------------------------------------------------
Cash provided by (used for) financing activities:
  Additions to long-term debt                                                     4.0        19.9
  Payments of long-term debt                                                    (30.8)     (333.4)
  Net increase in revolving debt                                                 74.5       361.0
  Premiums paid on early extinguishment of debt and debt issuance costs             -       (54.2)
  Common stock dividends paid                                                   (63.7)      (65.9)
  Proceeds from exercise of stock options                                         1.5         8.6
  Common stock purchases                                                       (198.9)          -
  Other, net                                                                        -        11.0
--------------------------------------------------------------------------------------------------

     Cash used for financing activities                                        (213.4)      (53.0)
--------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                                 (5.7)        2.4
Cash and cash equivalents, beginning of period                                   10.3         5.3
--------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period                                        $ 4.6       $ 7.7
==================================================================================================

</TABLE>


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


<PAGE>



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Significant Accounting Policies

     Basis of Presentation:


          In the opinion of management,  the accompanying unaudited consolidated
     financial  statements  of Fort  James  Corporation  ("Fort  James"  or "the
     Company")  contain all adjustments  (including  normal recurring  accruals)
     necessary to present fairly the Company's  consolidated  financial position
     as of June 25, 2000 and its results of operations  for the quarters and six
     months ended June 25, 2000 and June 27, 1999 and its cash flows for the six
     months  ended June 25,  2000 and June 27,  1999.  The  balance  sheet as of
     December 26, 1999 was derived from audited financial  statements as of that
     date.  The results of operations  for the quarter and six months ended June
     25, 2000 are not  necessarily  indicative of the results to be expected for
     the full year.


     Prospective Accounting Pronouncements:


          In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement  No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
     Activities" ("FAS No. 133"). This statement requires the recognition of all
     derivative  instruments  in the  statement of financial  position as either
     assets or liabilities and their  measurement at fair value.  Depending upon
     the nature of the derivative,  changes in fair value are either  recognized
     in other comprehensive  income or in earnings.  Certain sections of FAS No.
     133 were  amended in June 2000,  when the FASB  issued  Statement  No. 138,
     "Accounting  for  Certain   Derivative   Instruments  and  Certain  Hedging
     Activities,  an amendment of FASB  Statement  No. 133" (FAS No. 138).  FASB
     Statement No. 137 defers the Company's required adoption of FAS No. 133 and
     FAS No.  138 until  fiscal  2001.  The  Company  has a program  in place to
     evaluate  its  financial  instruments  and purchase  contracts.  It has not
     determined  what  effect,  if any, FAS No. 133 and FAS No. 138 will have on
     its results of operations or financial position.

          In December 1999, the Securities and Exchange  Commission issued Staff
     Accounting Bulletin No. 101, "Revenue Recognition in Financial  Statements"
     ("SAB  101").  This  bulletin  summarizes  certain of the staff's  views in
     applying generally accepted accounting principles to revenue recognition in
     financial  statements.  The Company is required to implement SAB 101 in the
     fourth quarter of fiscal 2000. The Company has not determined  what effect,
     if any,  SAB 101  will  have  on its  results  of  operation  or  financial
     position.

          In May 2000, the Emerging Issues Task Force ("EITF") reached consensus
     on Issue No.  00-14,  "Accounting  for  Certain  Sales  Incentives"  ("EITF
     00-14").  This consensus requires that certain sale incentives to customers
     be  accounted  for as a reduction  of  revenue.  The Company is required to
     implement  EITF 00-14 in the fourth  quarter of fiscal  2000.  The adoption
     will require a  reclassification  of certain sale  incentives  from selling
     expense to a reduction  of revenue.  The  Company  has not  determined  the
     magnitude  of the effect  EITF 00-14 will have on  revenue.  However,  EITF
     00-14 will not affect the Company's income from operations.

2.   Dispositions
          In  January  2000,  the  Company  completed  the sale of Fort  James -
     Marathon LTD ("Marathon"),  a non-integrated  pulp mill located in Ontario,
     Canada,  to a joint venture  between  Tembec Inc. and Kruger Inc. for $69.1
     million.  In  February  2000,  the  Company  closed  its  groundwood  paper
     operations at the Wauna mill in Clatskanie, Oregon. The anticipated loss on
     the sale of  Marathon  and  costs  related  to the  closure  of  groundwood
     operations were originally recorded in the fourth quarter of 1999.



<PAGE>


          Net sales and  income  (loss)  from  operations  of  Marathon  and the
     groundwood  paper  business for the quarter ended June 27, 1999 and the six
     months  ended  June 25,  2000 and June 27,  1999 were as  follows:

<TABLE>
<CAPTION>
<S>                                                                                 <C>             <C>              <C>
                                                                                  Quarter                Six Months
                                                                             ---------------- -------------------------------
(in millions)                                                                       1999            2000             1999
---------------------------------------------------------------------------------------------------------------------------
Net sales of assets held for disposal                                               $ 30.0         $ 18.3           $ 59.4
Income (loss) from operations of assets held for disposal                           $ (3.3)         $ 1.8           $ (4.1)

</TABLE>

             In  August  1999,  Fort James sold its  Packaging  business  to ACX
     Technologies,  Inc.  for $836.3  million  in cash.  The sale  included  the
     operations,  assets,  and  liabilities  of the  Company's  folding  carton,
     healthcare, and microwave packaging manufacturing facilities. The Packaging
     business  is  treated  as  a   discontinued   operation.   The  results  of
     discontinued  operations  include the  operating  results for the Packaging
     business and an allocation of interest expense and taxes, for periods prior
     to the disposition date.


     Results for the Packaging business for the quarter and six months ended
     June 27, 1999 were as follows:
<TABLE>
<CAPTION>
<S>                                                                                          <C>           <C>
                                                                                                   1999
                                                                                     ------------------------------
(in millions)                                                                              Quarter       Six Months
---------------------------------------------------------------------------------------------------  --------------
Net sales                                                                                  $ 139.9         $ 278.9
===================================================================================================================
Loss from discontinued operations                                                          $ (14.7)         $ (6.8)
Tax benefit                                                                                    5.4             1.9
-------------------------------------------------------------------------------------------------------------------
Loss from discontinued
   operations, net of taxes                                                                 $ (9.3)         $ (4.9)
===================================================================================================================

</TABLE>


3.   Unusual and Non-Recurring Items

          During the second quarter of 2000, the Company recorded  non-recurring
     income of $8.6  million as  restructure  and other  items,  a component  of
     income from  operations.  This was related to the settlement of divestiture
     liabilities  on terms more  favorable  than  anticipated.  The  divestiture
     liabilities,  recorded in 1999,  related to the  closure of the  groundwood
     paper business and the sale of Marathon (see Note 2).

4.  Other Income (Expense)

         The components of other income (expense) for the quarters and six
    months ended June 25, 2000 and June 27, 1999 were as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>            <C>            <C>            <C>
                                                                       Quarter                      Six Months
                                                         ----------------------------- -----------------------------
(in millions)                                                     2000          1999           2000           1999
--------------------------------------------------------------------------------------------------------------------
Equity in earnings of unconsolidated affiliates                  $ 1.8          $ 1.0          $ 4.2          $ 2.5
Foreign currency exchange gains (losses)                          (4.5)           3.6           (3.3)           4.7
Minority interest                                                 (4.0)          (2.6)          (6.8)          (5.0)
Gain on sale of assets                                             3.2            0.7           14.4            0.7
Interest on income tax refunds                                       -            9.3              -            9.3
Other, net                                                         0.4            2.2            3.2            5.9
--------------------------------------------------------------------------------------------------------------------
  Total other income (expense)                                  $ (3.1)        $ 14.2         $ 11.7         $ 18.1
====================================================================================================================
</TABLE>

<PAGE>

5.       Stock Purchase Program


               In August  1999,  the Company  began  execution of a $500 million
          stock purchase  program.  During the quarter and six months ended June
          25, 2000, the Company purchased 3.3 million common shares at a cost of
          $75.2  million  and 9.4  million  common  shares  at a cost of  $198.9
          million,  respectively. As of June 25, 2000, the Company had purchased
          16.5  million  common  shares  at a cost of $398.6  million  since the
          inception of the program.  As a result of the planned  acquisition  of
          Fort James by  Georgia-Pacific  Corporation  ("Georgia-Pacific")  (see
          Note 11) the Company's stock purchase program has been suspended.


6.       Balance Sheet Information

         Reduction-in-Force


               In the third  quarter of 1999,  the Company  recorded a charge of
          $25.0   million   for  the  cost  of   termination   benefits   for  a
          reduction-in-force program that has reduced headcount by approximately
          1,300 employees.  The program was substantially completed in the first
          quarter of 2000.  As of June 25, 2000,  termination  benefits of $16.1
          million  had been  paid  and  approximately  $4.0  million  of  salary
          continuation benefits will be paid in the future according to contract
          terms.


         Inventories


              The components of inventories as of June 25, 2000 and December 26,
         1999 were as follows:

<TABLE>
<CAPTION>
<S>                                                                             <C>          <C>

                                                                                June      December
(in millions)                                                                   2000          1999
---------------------------------------------------------------------------------------------------
Raw materials                                                                $ 179.2       $ 178.3
Finished goods and work in process                                             496.4         464.8
Stores and supplies                                                            173.8         165.4
---------------------------------------------------------------------------------------------------
                                                                               849.4         808.5
Reduction to state certain inventories at last-in, first-out cost              (48.0)        (18.1)
---------------------------------------------------------------------------------------------------
    Total inventories                                                        $ 801.4       $ 790.4
===================================================================================================


</TABLE>

7.       Comprehensive Income

               Comprehensive  income for the  quarters  ended June 25,  2000 and
          June 27, 1999 was $120.1 million and $57.7 million,  respectively. For
          the six months  ended June 25, 2000 and June 27,  1999,  comprehensive
          income  was  $175.5  million  and  $65.1  million,  respectively.  The
          difference  between  net  income  and  comprehensive  income is due to
          foreign currency translation gains and losses.

<PAGE>



8.       Income Per Common Share and Common Share Equivalent

              Income and share information used in determining earnings per
         share for the quarters  and six  months  ended  June 25,  2000 and
         June 27,  1999 were as follows:

<TABLE>
<CAPTION>
<S>                                                                             <C>        <C>         <C>     <C>
                                                                                      2000                1999
                                                                            -----------------------------------------
(in millions)                                                                   Income   Shares      Income   Shares
---------------------------------------------------------------------------------------------------------------------

Second Quarter:
Amounts used to compute basic earnings per share:
    Income from continuing operations before extraordinary items
        and cumulative effect of a change in accounting principle              $ 116.4              $ 135.9
    Weighted average common shares outstanding                                            205.5                219.6
Effect of dilutive securities:
     Options (a)                                                                            0.4                  1.3
---------------------------------------------------------------------------------------------------------------------

Amounts used to compute diluted earnings per share                             $ 116.4    205.9     $ 135.9    220.9
=====================================================================================================================

Six months:
Amounts used to compute basic earnings per share:
    Income from continuing operations before extraordinary items
        and cumulative effect of a change in accounting principle              $ 212.8              $ 253.5
    Weighted average common shares outstanding                                            207.8                219.6
Effect of dilutive securities:
   Options (a)                                                                              0.3                  1.0
---------------------------------------------------------------------------------------------------------------------
Amounts used to compute diluted earnings per share                             $ 212.8    208.1     $ 253.5    220.6
=====================================================================================================================

</TABLE>


(a) For the  quarters  and six  months  ended June 25,  2000 and June 27,  1999,
outstanding  options to purchase  9.6  million and 2.7 million  shares of common
stock,  respectively,  for which the exercise price was greater than the average
market price of the common shares were excluded from the  computation of diluted
earnings per share.

9.       Commitments and Contingent Liabilities

         Environmental Matters:

               Like  its  competitors,   Fort  James  is  subject  to  extensive
          regulation by various federal, state,  provincial,  and local agencies
          concerning   compliance  with   environmental   control  statutes  and
          regulations. These regulations impose limitations,  including effluent
          and emission  limitations,  on the  discharge  of  materials  into the
          environment,  as well as require  the Company to obtain and operate in
          compliance  with the  conditions  of  permits  and other  governmental
          authorizations.  Future  regulations  could  materially  increase  the
          Company's  capital  requirements  and  certain  operating  expenses in
          future years.


               Fort  James,   along  with  others,  has  been  identified  as  a
          potentially  responsible  party ("PRP") at various U.S.  Environmental
          Protection Agency ("EPA")  designated  Superfund sites and is involved
          in other remedial  investigations  and actions under federal and state
          laws. These sites include the Lower Fox River in Wisconsin,  where the
          Company  and six  other  companies  have been  identified  as PRPs for
          contamination of the river by hazardous substances,  and the Kalamazoo
          River in southwestern  Michigan,  where the Company,  along with other
          PRPs,    is    participating    in   the   funding   of   a   remedial
          investigation/feasibility study.

               In the Fox River matter,  various state and federal  agencies and
          tribal entities are seeking sediment restoration and natural resources
          damages.  In  February  1999,  the  Wisconsin  Department  of  Natural
          Resources  ("WDNR")  released  for  public  comment  a draft  remedial
          investigation/feasibility  study of the Fox  River.  While  the  draft
          study did not  advocate  any  specific  restoration  alternatives,  it
          included  estimated  total costs  ranging from zero for `no action' to
          approximately   $720  million,   depending  on  the   alternative   or
          combination of alternatives selected. In May 2000, the Company reached
          an agreement  with the WDNR and the EPA for the voluntary  restoration
          of a  particular  sediment  area on the Fox River.  In  exchange,  the
          Company will receive a release  from future  liability  for that area,
          provided the restoration  goals are achieved.  The project is expected
          to begin in late summer of 2000 and conclude in November of 2000.


               In  the  Kalamazoo  River  matter,  the  Michigan  Department  of
          Environmental Quality ("DEQ") has announced its intention to publish a
          record of  decision,  which will  contain the DEQ's  proposed  remedy,
          sometime  during  2001.

               The final  restoration  alternatives  and the Company's share of
          the related costs, for either of these sites, are unknown at this
          time.

               It is the Company's policy to accrue remediation costs on an
          undiscounted  basis when it is  probable  that such costs
          will be incurred and when a range of loss can be reasonably estimated.
          As of June 25, 2000,  Fort James' accrued  environmental  liabilities,
          including  remediation  and  landfill  closure  costs,  totaled  $68.4
          million.  The Company  believes that its share of the costs of cleanup
          for its  current  remediation  sites will not have a material  adverse
          impact  on  its  consolidated  financial  position  but  could  have a
          material  effect on  consolidated  results  of  operations  in a given
          period.

         Litigation:

               The  Company  is party to  various  legal  proceedings  generally
          incidental  to its  business.  As is the case with other  companies in
          similar industries, Fort James faces exposure from actual or potential
          claims and legal proceedings.

              In May 1997, the Attorney General of the State of Florida  filed a
          civil action in the United  States  District Court  for the  Northern
          District  of  Florida  at  Gainesville  (the "Florida  District
          Court"),  against  the  Company  and  seven  other manufacturers   of
          sanitary   commercial   paper  products   alleging violations of
          federal and state antitrust and unfair competition laws.
          The complaint  sought damages on behalf of the state under Florida law
          of $1 million against each defendant for each  violation,  unspecified
          treble  damages  and  injunctive  relief.  Four other  state  attorney
          generals brought similar suits. In April 2000, the defendants  settled
          with the State of Florida  and the matter was  dismissed.  The Company
          admitted no wrongdoing.  In June 2000,  settlements  were reached with
          the states of New York, West Virginia, and Maryland. The case filed by
          the State of Kansas was dismissed earlier.

               Numerous  private  suits on behalf of an alleged  class of direct
          purchasers have also been filed in federal courts, all seeking similar
          damages  for similar  alleged  violations.  In July 1998,  the private
          suits were  conditionally  certified  as a class action in the Florida
          District  Court.  Private  class  action  suits  also  were  filed  in
          Minnesota,  Wisconsin,  California,  and  Tennessee  on  behalf  of an
          alleged  class of indirect  purchasers,  seeking  similar  damages for
          similar  alleged  violations  under  state law.  The  Minnesota  court
          refused to certify a class in that  state,  and the case in  Wisconsin
          was   voluntarily   dismissed  prior  to   certification.   The  class
          certification  petition  was  recently  argued in  California,  but no
          decision  has been  rendered.  No  activity  has been  forthcoming  in
          Tennessee.  The  Company  believes  that these  outstanding  cases are
          without merit and is vigorously  defending  both the federal and state
          actions.  Although  the  ultimate  disposition  of the  various  legal
          proceedings  to which the Company is a party cannot be predicted  with
          certainty,  it is the Company's policy to accrue settlement costs when
          it is probable  that such costs will be  incurred  and when a range of
          loss can be reasonably  estimated.  It is the opinion of the Company's
          management  that  the  outcome  of  any  claim  which  is  pending  or
          threatened,  either individually or on a combined basis, will not have
          a material adverse effect on the consolidated  financial  condition of
          Fort James but could have a material effect on consolidated results of
          operations in a given period.

          Other:

               In 1995, the Company  completed the spin-off of certain assets of
          its  Communications  Papers and Packaging  businesses to Crown Vantage
          Inc.  ("Crown").  On March  15,  2000,  Crown  filed  for  Chapter  11
          bankruptcy  protection  from its creditors and secured $100 million of
          "debtor in possession"  financing.  On July 26, 2000,  Crown announced
          the  signing  of a letter of intent  by its  wholly-owned  subsidiary,
          Crown Paper Co.  ("Crown  Paper") with Crown  Acquisition  Corporation
          providing  for the sale of  substantially  all of the  assets of Crown
          Paper.  The  transaction  is  subject  to,  among  other  things,  the
          negotiation  and execution of a definitive  asset purchase  agreement,
          due diligence,  financing,  the receipt of higher or better offers and
          Bankruptcy Court approval. The Bankruptcy Court has set a hearing date
          of  September  21,  2000 for  approval  of the sale.  The  Company  is
          currently  evaluating possible  liabilities it may have related to its
          former  ownership of Crown  operations.  Management  believes that the
          outcome  of any  potential  claims  related  to Crown  will not have a
          material  adverse effect on the  consolidated  financial  condition of
          Fort James but could have a material effect on consolidated results of
          operations in a given period.


10.       Segments

                 Segment  sales and income from  operations  for the quarters
          and six months ended June 25, 2000 and June 27, 1999 and total  assets
          as of June 25, 2000 and June 27, 1999 were as follows:
<TABLE>
<CAPTION>
<S>                                             <C>         <C>            <C>         <C>            <C>               <C>

                                              Tissue                                  Communi-       Inter-
                                       ----------------------------                   cations       company
                                               North                               Papers and           and
(in millions)                                America        Europe        Dixie         Fiber     Corporate             Total
------------------------------------------------------------------------------------------------------------------------------
Quarter ended June 2000
Net sales                                    $ 951.0       $ 433.6      $ 240.6       $ 226.8       $ (95.4)         $1,756.6
Intercompany sales                              31.9             -          0.4          63.1             -              95.4
Income from operations before
   restructure and other items                 172.1          24.4         37.3          10.2         (18.2)            225.8
==============================================================================================================================
Quarter ended June 1999
Net sales                                    $ 913.7       $ 456.3      $ 220.3       $ 200.9       $ (72.7)         $1,718.5
Intercompany sales                              30.3             -          0.7          41.7             -              72.7
Income from operations before
   restructure and other items                 183.5          57.4         38.6          (8.6)        (18.7)            252.2
==============================================================================================================================

Six months ended June 2000
Net sales                                   $1,864.2       $ 883.5      $ 419.8       $ 464.0      $ (198.3)         $3,433.2
Intercompany sales                              65.6             -          0.8         131.9             -             198.3
Income from operations before
   restructure and other items                 316.2          53.5         56.7          24.5         (37.9)            413.0
Total assets                                 3,315.2       2,093.0        462.8         582.0         652.6           7,105.6
==============================================================================================================================
Six months ended June 1999
Net sales                                   $1,813.1       $ 922.2      $ 395.9       $ 396.9      $ (140.6)         $3,387.5
Intercompany sales                              55.9             -          1.6          83.1             -             140.6
Income from operations before
   restructure and other items                 375.6         118.5         57.9         (22.8)        (40.6)            488.6
Total assets                                 3,001.5       2,123.7        430.5         811.1       1,216.5  (a)      7,583.3
==============================================================================================================================

</TABLE>


   (a) Includes net assets of discontinued  operations,  which were previously
       reported as a separate segment.


<PAGE>



11.      Subsequent Event


               On July 17, 2000, Fort James and  Georgia-Pacific  announced that
          the boards of directors of both companies  signed a definitive  merger
          agreement for  Georgia-Pacific  to acquire Fort James in a transaction
          valued at  approximately  $11 billion in cash, stock and assumed debt.
          Under the terms of the  agreement,  Georgia-Pacific  will  acquire all
          outstanding  shares  of Fort  James for  $29.60  per share in cash and
          0.2644 shares of Georgia-Pacific  stock. Based on the  Georgia-Pacific
          closing price of $28.625 on July 14, 2000 (the last trading date prior
          to the announcement of the transaction),  the per share  consideration
          totals  $37.17 per Fort James  share.  The  maximum  value that can be
          received by Fort James  shareholders  is $40 per share  (comprised  of
          $29.60 in cash and $10.40 in Georgia-Pacific  stock).  Therefore,  the
          0.2644 shares of  Georgia-Pacific  included in the offer is subject to
          downward  adjustment  in the event its average  share price is greater
          than  $39.33.  Subject to  regulatory  approval,  the  transaction  is
          expected to be  completed in the fourth  quarter of fiscal  2000.  For
          additional information, see Form 8-K filed on July 17, 2000.




<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

Overview
<TABLE>
<CAPTION>
<S>                                              <C>                 <C>               <C>                <C>
                                                        2000 (a)                              1999 (b)
                                             -------------------------------------- ------------------------------------

                                                               Excluding Unusual                    Excluding Unusual
(in millions, except per share data)            Reported       and Non-recurring      Reported      and Non-recurring
------------------------------------------------------------------------------------------------------------------------
Second Quarter:
Net sales                                          $ 1,756.6             $ 1,756.6       $1,718.5             $ 1,718.5
Income from operations                                 234.4                 225.8          253.3                 252.2
Net income                                             116.4                 110.8           95.6                 135.2
Diluted earnings per share                            $ 0.57                $ 0.54         $ 0.44                $ 0.62
========================================================================================================================
Six months:
Net sales                                          $ 3,433.2             $ 3,433.2       $3,387.5             $ 3,387.5
Income from operations                                 421.6                 413.0          489.7                 488.6
Net income                                             212.8                 207.2          193.3                 252.8
Diluted earnings per share                            $ 1.02                $ 0.99         $ 0.88                $ 1.15
========================================================================================================================

</TABLE>



     (a)  Net  income for the second  quarter  and first six months of 2000
          included non-recurring  income of $8.6 million ($5.6  million after
          taxes,  or $0.03 per diluted share) for the  settlement of divestitur
          liabilities on terms more favorable than anticipated.


     (b)  Net  income  for the  second  quarter  and  first  six  months of 1999
          included  non-recurring  income of $1.1 million  ($0.7  million  after
          taxes), a loss from  discontinued  operations of $9.3 million and $4.9
          million,  or $0.04 and $0.02 per diluted share,  respectively,  and an
          extraordinary  loss on the  early  extinguishment  of  debt  of  $31.0
          million  and $33.2  million,  or $0.14 and  $0.15 per  diluted  share,
          respectively.  Net  income  for the  first  six  months  of 1999  also
          included a charge for the cumulative  effect of a change in accounting
          for start-up costs of $22.1 million, or $0.10 per diluted share.

Net sales increased  modestly for the quarter and six months ended June 25, 2000
compared  to the same  periods  in the prior  year.  Excluding  the  effects  of
currency  translation  and divested  operations,  however,  net sales  increased
approximately  7 percent and 5 percent,  respectively.  Income  from  operations
declined for the quarter and six months ended June 25, 2000 compared to the same
periods in 1999.  These declines were  primarily due to reduced  earnings in the
Tissue - Europe  and Tissue - North  America  businesses,  driven by  escalating
costs in key raw  materials,  partially  offset  by  increased  earnings  in the
Communications Papers and Fiber businesses.


Tissue - North America
----------------------

<TABLE>
<CAPTION>
<S>                                        <C>       <C>          <C>        <C>          <C>        <C>

                                                   Quarter                         Six Months
                                       -------------------------------------------------------------------
(in millions)                              2000      1999      Inc/(Dec)     2000        1999     Inc/(Dec)
----------------------------------------------------------------------------------------------------------
Net sales                                $ 951.0   $ 913.7        4.1 %   $ 1,864.2   $ 1,813.1     2.8 %
Income from operations                     172.1     183.5         (6.2)%     316.2       375.6     (15.8)%
==========================================================================================================
</TABLE>


<PAGE>

         Compared to the prior year, the second  quarter  decline in income from
operations  was  primarily   attributable   to  increased  raw  material  costs,
principally recycled paper.  However,  strong improvements in manufacturing cost
reductions and the benefits of pricing  initiatives  partially offset the higher
raw material  costs.  Distribution  and  warehousing  costs continued to decline
compared to both the prior year and the first  quarter of 2000,  despite  rising
fuel costs, as product flow improvement programs took effect. In addition, three
major  mill  maintenance  outages  were  successfully  completed  in the  second
quarter,   in  a  shorter  timeframe  and  with  less  expense  than  originally
anticipated.

         The  away-from-home  category  experienced  top-line  growth  driven by
higher  pricing and mix  improvements  from  Sofpull(R)  and  NuRoll(R)  towels,
coreless  Compact(R)  tissue and  CoolColorTM  dispenser  product lines.  Volume
declined  slightly  compared to the prior year, as the Company  pursued  pricing
policies  to  help  alleviate  the  impacts  of  the  significant  raw  material
inflation.

         Volume in the retail category was comparable to 1999 with gains in bath
tissue offset by lower napkin volume.  During the quarter,  list price increases
were implemented across all product lines.


         The year-to-date decline in income from operations was primarily due to
the  continued  increase in raw  material  costs,  principally  recycled  paper.
However,  strong  improvements in manufacturing  cost reductions and benefits of
pricing  initiatives,  particularly in the  away-from-home  category,  partially
offset the higher raw material costs.


Tissue - Europe
---------------
<TABLE>
<CAPTION>
<S>                                         <C>      <C>            <C>       <C>         <C>        <C>
                                                   Quarter                         Six Months
                                       -------------------------------------------------------------------
(in millions)                               2000      1999      Inc/(Dec)     2000        1999     Inc/(Dec)
----------------------------------------------------------------------------------------------------------
Net sales                                $ 433.6   $ 456.3         (5.0)%   $ 883.5     $ 922.2      (4.2)%
Income from operations                      24.4      57.4        (57.5)%      53.5       118.5     (54.9)%
==========================================================================================================

</TABLE>

         Changes  in  currency  exchange  rates  negatively  affected  sales and
operating  profits by  approximately  $44 million and $5 million,  respectively,
compared to last year's quarter.  The second quarter 2000 operating profits were
negatively  impacted by continued raw material  inflation,  partially  offset by
finished  good pricing  increases  which have been  initiated in all  countries.
Europe also experienced finished goods volume growth in all countries, except in
the United Kingdom, with notable gains in France and the Nordic region, compared
to a year ago.

         During the first half of the year,  changes in currency  exchange rates
negatively affected sales and operating profits by approximately $88 million and
$10  million,  respectively.  Finished  goods  volume  increased  in most of the
Company's  European  markets,  except the United Kingdom.  However,  income from
operations  for the six months  ended June 25, 2000 was  negatively  impacted by
continued  raw material  inflation,  partially  offset by finished  good pricing
increases which have been initiated in all countries.


Dixie
-----
<TABLE>
<CAPTION>
<S>                                         <C>     <C>           <C>          <C>         <C>       <C>
                                                   Quarter                         Six Months
                                       -------------------------------------------------------------------
(in millions)                              2000      1999      Inc/(Dec)     2000        1999     Inc/(Dec)
----------------------------------------------------------------------------------------------------------
Net sales                                $ 240.6   $ 220.3        9.2 %     $ 419.8     $ 395.9     6.0 %
Income from operations                      37.3      38.6         (3.4)%      56.7        57.9      (2.1)%
==========================================================================================================
</TABLE>



         The current  quarter  sales  improvement  was driven by volume gains in
excess of 6 percent for both retail and  foodservice  categories,  with  notable
gains in retail  plates,  the club  channel  and  foodservice  cutlery and cups.
Income from  operations  was affected by strong sales growth and cost  reduction
efforts, offset by raw material inflation, particularly in plastic resins. Dixie
has announced price increases in all channels to recover raw material inflation.


         The  year-to-date  sales  improvement was driven by volume gains in the
second  quarter.  The  decline in income from  operations  was the result of raw
material inflation, particularly in plastic resins, partially offset by positive
sales growth and cost reduction efforts.



<PAGE>



Communications Papers and Fiber
-------------------------------
<TABLE>
<CAPTION>
<S>                                        <C>        <C>          <C>        <C>          <C>     <C>
                                                   Quarter                         Six Months
                                       -------------------------------------------------------------------
(in millions)                              2000       1999      Inc/(Dec)     2000        1999     Inc/(Dec)
----------------------------------------------------------------------------------------------------------
Net sales                                $ 226.8   $ 200.9       12.9 %     $ 464.0     $ 396.9    16.9 %
Income (loss) from operations               10.2      (8.6)     218.6 %        24.5       (22.8) 207.5 %
==========================================================================================================

</TABLE>



         The improved earnings were the result of significantly  higher pulp and
uncoated freesheet prices,  partially offset by lower pulp volume as a result of
the  January  2000 sale of  Marathon,  the  Company's  non-integrated  pulp mill
located  in  Ontario,   Canada.   Although   uncoated   freesheet   prices  were
significantly  higher than last year,  they leveled in the second  quarter after
increasing steadily from the third quarter of 1999.


Interest Expense and Other Income (Expense)


         Lower  debt  levels  resulted  in a $0.8  million  and a  $6.3  million
decrease in interest expense for the quarter and six months ended June 25, 2000.
Other expense for the quarter was $3.1 million compared to other income of $14.2
million in 1999.  This decrease was primarily due to foreign  currency losses in
the current quarter compared to foreign currency gains in the prior year as well
as interest  income  received in 1999 related to prior year tax  refunds.  Other
income for the six months ended June 25, 2000  decreased  to $11.7  million from
$18.1  million in 1999.  This  decrease was  primarily  due to foreign  currency
losses in 2000 compared to foreign currency gains in 1999. Additionally,  income
related to a land sale  recorded in 2000 was  comparable  to income  received in
1999 related to prior year income tax refunds.


Dispositions


         In January 2000, the Company  completed the sale of Marathon to a joint
venture between Tembec Inc. and Kruger Inc. for $69.1 million. In February 2000,
the  Company  closed  its  groundwood  paper  operations  at the  Wauna  mill in
Clatskanie,  Oregaon.  The  anticipated  loss on the sale of Marathon  and costs
related to the closure of groundwood  operations were originally recorded in the
fourth quarter of 1999.


         In  August  1999,  Fort  James  sold  its  Packaging  business  to  ACX
Technologies, Inc. for $836.3 million in cash. The sale included the operations,
assets,  and  liabilities  of the  Company's  folding  carton,  healthcare,  and
microwave packaging manufacturing facilities.


Unusual and Non-Recurring Items

         Second quarter income from operations included  non-recurring income of
$8.6 million ($5.6 million after taxes,  or $0.03 per diluted  share) related to
the  settlement of the  divestiture  liabilities  on terms more  favorable  than
anticipated.  These divestiture  liabilities,  recorded in 1999,  related to the
closure of the groundwood paper business and the sale of Marathon.


Financial Condition


         Cash provided by operating  activities  totaled  $338.3  million in the
first six months of 2000,  compared with $308.1  million in the prior year.  The
increase was primarily due to a lower increase in accounts receivable  partially
offset by lower income from operations. Capital expenditures were $222.5 million
for the six months  ended June 2000,  compared  to $220.7  million  for the same
period in the prior year. In the first six months of 2000, the Company  received
cash proceeds of $92.4 million from the sale of assets,  including $69.1 million
from the sale of Marathon.  The Company's  current ratio was 1.5 as of June 2000
and 1.4 as of December 1999,  while working capital  increased to $610.5 million
from $558.7  million for the same periods.  The increase in working  capital was
primarily due to lower  accounts  payable and higher  accounts  receivable.  The
higher  accounts  receivable was driven by higher  seasonal  volume and pricing.
However,  days sales  outstanding  (DSO)  decreased by 2.5 days from December to
June as a result of the Company's  progress in accounts  receivable  improvement
programs.


         As of June 2000, total indebtedness was $3.5 billion and, including the
effect of interest rate swaps, included approximately $1.8 billion of fixed rate
and $1.7  billion of  floating  rate  obligations.  As of December  1999,  total
indebtedness was $3.5 billion and,  including the effect of interest rate swaps,
included  $2.2  billion  of  fixed  rate  and  $1.3  billion  of  floating  rate
obligations.  Outstanding  borrowings  of $1.0 billion at June 2000 and December
1999,  were  supported by commercial  paper,  revolving  credit and money market
facilities.  Under  the  most  restrictive  provisions  of  the  Company's  debt
agreements,  the Company had additional borrowing capacity of approximately $1.2
billion as of June 2000.

Stock Purchase Program


         In August 1999,  the Company  began  execution of a $500 million  stock
purchase  program.  During the quarter and six months ended June 25,  2000,  the
Company  purchased 3.3 million  common shares at a cost of $75.2 million and 9.4
million common shares at a cost of $198.9 million,  respectively. As of June 25,
2000,  the Company had purchased  16.5 million common shares at a cost of $398.6
million  since  the  inception  of the  program.  As a  result  of  the  planned
acquisition  of Fort James by  Georgia-Pacific  Corporation  ("Georgia-Pacific")
(see Note 11 to the  Consolidated  Financial  Statements)  the  Company's  stock
purchase program has been suspended.


Inflation


         For several years prior to 1999, the Company had  experienced  moderate
levels of inflation. Beginning in the second half of 1999 and continuing through
the first half of 2000,  the Company began to see  significant  increases in the
cost of its base raw materials,  principally  recycled paper and purchased pulp.
Management believes that these costs will continue to escalate for the remainder
of 2000.  Although the Company has announced  price increases in all businesses,
the ultimate effect of these  increases are uncertain and therefore,  the degree
of recoverability of these cost increases is uncertain.


Effect of New Accounting Standards

         See Note 1 to the Consolidated Financial Statements.


Information  Concerning  Forward-Looking  Statements


         Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. Such
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and  uncertainties  that could cause actual results and Company
plans and objectives to differ  materially from those projected.  Such risks and
uncertainties  include,  but are not limited to,  general  business and economic
conditions;  competitive  pricing  pressures  for the  Company's  products;  the
ability to successfully introduce new products;  changes in raw material, energy
and  other  costs;  the  ability  to  achieve  projected  net  cost  reductions;
opportunities  that  may  be  presented  to and  pursued  by  the  Company;  and
determinations by regulatory and governmental authorities.





<PAGE>


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


         There have been no material  changes in the Company's market risk since
December  26,  1999.  For  additional  information,  refer to pages 30-31 of the
Company's  Annual Report to Shareholders  for the fiscal year ended December 26,
1999.


PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         See Note 7 to the Consolidated  Financial  Statements of this Quarterly
Report on Form 10-Q.

Item 2.  CHANGES IN SECURITIES.

         None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None.

Item 5.  OTHER INFORMATION.

         None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits:

                  The exhibits  listed below are filed as part of this quarterly
                  report.  Each  exhibit  is  listed  according  to  the  number
                  assigned to it in the Exhibit  Table of Item 601 of Regulation
                  S-K.

                  Exhibit
                  Number


                  10       Material contracts
                           Agreement  and Plan of  Merger,  dated as of July 16,
                           2000,  among  Georgia-Pacific   Corporation,   Fenres
                           Acquisition Corp. and Fort James Corporation found in
                           Form 8-K filed on July 17,  2000,  Exhibit  10.1,  is
                           incorporated herein by reference.


                 27        Financial  Data  Schedule for the six months ended
                           June 25, 2000 (filed electronically only)

(b)      Reports on Form 8-K:

                           No reports on Form 8-K were  filed by the  Company
                  during the quarter ended June 25, 2000.

                           Form 8-K was filed on July 17, 2000,  announcing that
                  the  boards  of  Georgia-Pacific   and  Fort  James  signed  a
                  definitive merger agreement for Georgia-Pacific to acquire all
                  outstanding  shares of Fort James.  The  Agreement and Plan of
                  Merger  among the  companies  was filed as an  exhibit to this
                  Form 8-K.

                           Form 8-K was filed on July 20, 2000,  containing,  as
                  an  exhibit,  the  Company's  second  quarter  earnings  press
                  release issued on July 19, 2000.



<PAGE>

SIGNATURES

         Pursuant to the  requirements  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 JAMES CORPORATION


                               By:/s/ Joseph W. McGarr
                                      Joseph W. McGarr
                                      Executive Vice President and Chief
                                      Financial  Officer


                              By:/s/  Catherine M. Freeman
                                      Catherine M. Freeman
                                      Vice President and Corporate Controlle
                                      (Principal Accounting Officer)





Date:  August 4, 2000