Exhibit 3(c)
                    JAMES RIVER CORPORATION OF VIRGINIA

                           ____________________

                         Articles of Amendment to
            the Amended and Restated Articles of Incorporation

                              Designating the

            Series P 9% Cumulative Convertible Preferred Stock

                       (Par Value $10.00 Per Share)

                            __________________

     I.   The name of the Corporation is James River Corporation
of Virginia (the "Corporation").  
     II.  Pursuant to Sections 13.1-639 and 13.1-689 of the
Virginia Stock Corporation Act, the Board of Directors of the
Corporation effective as of June 10, 1994 duly adopted the
following amendment to the Amended and Restated Articles of
Incorporation of the Corporation, adding Article XIII 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 June 21,
1994.

                               Article XIII

     166,667 authorized but unissued shares of Preferred Stock
($10.00 par value) are designated as a series of Preferred Stock
to be called the Series P 9% Cumulative Convertible Preferred
Stock (the "DECS"), with the following voting powers,
limitations, rights and preferences:
     A.   Dividends.  (1)  The holders of the DECS shall be
entitled to receive when, as and if declared by the Board of
Directors of the Corporation out of funds legally available
therefor, cumulative preferential dividends from the issue date
of such shares, at the annual rate of $155.25 per share (rounded
upward to the nearest whole $.01), and no more, payable quarterly
for each share held, payable in arrears on the first day of each
January, April, July and October, respectively (each such date
being hereinafter referred to as a "Dividend Payment Date") or,
if any Dividend Payment Date is not a business day, then the
Dividend Payment Date shall be the next succeeding business day;
provided, however, that with respect to any dividend period
during which a redemption occurs, the Corporation may, at its
option, declare accrued dividends to, and pay such dividends on,
the redemption date, in which case such dividends would be
payable on the redemption date in cash to the holders of the DECS
as of the record date for such dividend payment and such accrued
dividends would not be included in the calculation of the related
Call Price (as hereinafter defined).  Each dividend on the shares
of the DECS shall 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 of Directors of the Corporation.  The
first dividend payment shall be for the period from the issue
date of the DECS to and including September 30, 1994 and shall be
payable on October 1, 1994.  Dividends (or amounts equal to
accrued and unpaid dividends) payable on the DECS for any period
other than a quarterly dividend period shall be computed on the
basis of a 360-day year of twelve 30-day months.

                                      E-3
<PAGE>
     Dividends on the DECS shall accrue (whether or not the
Corporation has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or not
such dividends are declared) on a daily basis from the previous
Dividend Payment Date, except that the first dividend shall
accrue from the date of issuance of the DECS.  Dividends
accumulate to the extent they are not paid on the Dividend
Payment Date for the quarter for which they accrue.  Accumulated
unpaid dividends shall not bear interest.  
          (2)  No dividend whatsoever shall be declared or paid
upon, or any sum set apart for the payment of dividends upon, any
shares of the DECS or 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 dividends upon, all shares of the DECS and Parity
Stock outstanding.
          (3)  Unless full cumulative dividends (to the extent
that the amount thereof shall have become determinable) on all
outstanding shares of the DECS 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 rights 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 or any other series of Preferred
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.  
          (4)  Any dividend payment made on the DECS shall be
distributed pro rata to the holders entitled thereto and be
credited first against the earliest accrued but unpaid dividend
due with respect to the DECS.  
     B.   Voting Rights.  (1)  The holders of shares of the DECS
shall have the right with the holders of the Common Stock to vote
in the election of Directors of the Corporation and upon each
other matter coming before any meeting of the shareholders on the
basis of 85.47 votes for each share held.  The holders of the
DECS and the holders of Common Stock shall vote together as a
single voting group except as otherwise set forth herein or as
otherwise provided by law or by the Amended and Restated Articles
of Incorporation of the Corporation.  
          (2)  The approval of more than two-thirds of the votes
entitled to be cast by the holders of the outstanding shares of
the DECS, 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 DECS (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
constitute such an adverse change) or for the authorization of,
<PAGE>

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 the DECS, 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 subparagraph B(2), whenever the holders of the
DECS 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 DECS at a meeting at
which the holders of a majority of the outstanding shares of the
DECS are represented in person or by proxy.
          (3)  Whenever the holders of the DECS 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 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 Stock 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 the DECS
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 DECS 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
shareholders 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
shareholders 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 shareholders 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
<PAGE>

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 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 subparagraph B(4) shall
automatically expire.  
     C.   Redemptions and Conversions.  
          (1)  Mandatory Conversion.  On July 1, 1998 (the
"Mandatory Conversion Date"), each outstanding share of the DECS
shall convert automatically (the "Mandatory Conversion") into
shares of Common Stock at the Common Equivalent Rate (as
hereinafter defined) in effect on the Mandatory Conversion Date
and the right to receive an amount in cash equal to all accrued
and unpaid dividends on such DECS (other than dividends declared
for which the record date is before, and the payment date is
after, the Mandatory Conversion Date) to the Mandatory Conversion
Date, whether or not declared, out of funds legally available for
the payment of dividends, subject to the right of the Corporation
to redeem the DECS on or after the Initial Redemption Date (as
hereinafter defined) and before the Mandatory Conversion Date and
subject to the conversion of the DECS at the option of the holder
at any time before the Mandatory Conversion Date.  The Common
Equivalent Rate is initially one hundred shares of Common Stock
for each DECS and is subject to adjustment as set forth below. 
Dividends on the DECS shall cease to accrue and such shares shall
cease to be outstanding on the Mandatory Conversion Date.  The
Corporation shall make such arrangements as it deems appropriate
for the issuance of certificates representing shares of Common
Stock and for the payment of cash in respect of such accrued and
unpaid dividends, if any, or cash in lieu of fractional shares,
if any, in exchange for and contingent upon surrender of
certificates representing the DECS, provided that the Corporation
shall give the holders of the DECS such notice of any such
arrangements as the Corporation deems appropriate and upon such
surrender such holders shall be entitled to receive any dividends
declared and paid on such shares of Common Stock after the
Mandatory Conversion Date.  Amounts payable in cash in respect of
the shares of the DECS or in respect of such shares of Common
Stock shall not bear interest.
          (2)  Redemption by the Corporation.
               (a)  Right to Redeem.  The DECS are not
     redeemable by the Corporation before July 1, 1997 (the
     "Initial Redemption Date").  At any time and from time
     to time on or after the Initial Redemption Date and
     before the Mandatory Conversion Date, the Corporation
     shall have the right to redeem, in whole or in part,
<PAGE>

     the outstanding DECS.  Upon any such redemption, the
     Corporation shall deliver to the holders of the DECS,
     in accordance with the provisions of these Articles of
     Amendment, in exchange for each share so redeemed, a
     number of shares of Common Stock equal to the greater
     of (i) the Call Price (as hereinafter defined) in
     effect on the redemption date, divided by the Current
     Market Price (as hereinafter defined) of the Common
     Stock determined as of the date which is one trading
     day before the public announcement by the Corporation
     of the redemption or (ii) 85.47 shares of Common Stock,
     subject to adjustment to the same extent as the
     Optional Conversion Rate (as defined and as set forth
     below).  The Call Price of each share of the DECS is
     the sum of (i) $1,763.81 on and after the Initial
     Redemption Date through September 30, 1997; $1,754.11
     on and after October 1, 1997 through December 31, 1997;
     $1,744.41 on and after January 1, 1998 through March
     31, 1998; $1,734.70 on and after April 1, 1998 through
     May 31, 1998; and $1,725.00 on and after June 1, 1998
     until the Mandatory Conversion Date and (ii) all
     accrued and unpaid dividends thereon to the redemption
     date (other than dividends for which the record date is
     before, and the payment date is after, the redemption
     date), subject to the right of the Corporation pursuant
     to paragraph A(1) to pay such accrued and unpaid
     dividends in cash.  The public announcement by the
     Corporation of any call for redemption shall be made
     before the mailing of the notice of such call to
     holders of the DECS as described below.  If fewer than
     all of the outstanding shares of the DECS are to be
     redeemed, shares to be redeemed shall be selected by
     the Corporation from the outstanding shares of the DECS
     not previously redeemed by lot or pro rata (as nearly
     as may be practicable) or by any other method
     determined to be equitable by the Board of Directors of
     the Corporation in its sole discretion.
               (b)  Current Market Price.  As used in this
     paragraph C(2), the term "Current Market Price" per
     share of the Common Stock on any date of determination
     means the lesser of (i) the average of the Closing
     Prices (as hereinafter defined) of the Common Stock for
     the fifteen consecutive Trading Days (as hereinafter
     defined) ending on and including such date of
     determination, and (ii) the Closing Price of the Common
     Stock for such date of determination; provided,
     however, that, with respect to any redemption of the
     DECS, if any event that results in an adjustment of the
     Common Equivalent Rate occurs during the period
     beginning on the first day of such fifteen-day period
     and ending on the applicable redemption date, the
     Current Market Price as determined pursuant to the
     foregoing shall be appropriately adjusted to reflect
     the occurrence of such event.
               (c)  Notice of Redemption.  The Corporation
     shall provide notice of any redemption of any shares of
     the DECS to holders of record of the DECS to be called
     for redemption not less than 15 nor more than 60 days
     before the date fixed for such redemption.  Such notice
     shall be provided by mailing notice of such redemption,
     first class postage prepaid, to each holder of record
     of the shares of the DECS to be redeemed, at such
     holder's address as it appears on the stock register of
     the Corporation; provided, however, that neither
     failure to give such notice nor any defect therein
     shall affect the validity of the redemption of any DECS
     to be redeemed.
               Each such notice shall state, as appropriate,
     the following and may contain such other information as
     the Corporation deems advisable:
                    1)   the redemption date;
<PAGE>

                    2)   that all outstanding DECS are
          to be redeemed or, in the case of a call for
          redemption of fewer than all outstanding
          DECS, the number of shares of the DECS held
          by such holder to be redeemed;
                    3)   the Call Price, the number of
          shares of Common Stock deliverable upon
          redemption of each share of the DECS to be
          redeemed and the Current Market Price used to
          calculate such number of shares of Common
          Stock;
                    4)   the place or places where
          certificates for such shares are to be
          surrendered for redemption; and
                    5)   that dividends on the DECS to
          be redeemed shall cease to accrue on such
          redemption date (except as otherwise provided
          herein).
               (d)  Deposit of Shares and Funds.  The
     Corporation's obligation to deliver shares of Common
     Stock and provide funds upon redemption in accordance
     with this paragraph C(2) shall be deemed fulfilled if,
     on or before a redemption date, the Corporation shall
     irrevocably deposit with a bank or trust company, or an
     affiliate of a bank or trust company, having its
     principal office in the United States of America and
     having a capital and surplus of at least $50,000,000,
     or shall set aside or make other reasonable provision
     for the issuance of such number of shares of Common
     Stock as are required to be delivered by the
     Corporation pursuant to this paragraph C(2) upon the
     occurrence of the related redemption (and for the
     payment of cash in lieu of the issuance of fractional
     share amounts and accrued and unpaid dividends payable
     in cash on the shares to be redeemed as and to the
     extent provided by this paragraph C(2)).  Any interest
     accrued on such funds shall be paid to the Corporation
     from time to time.  Any shares of Common Stock or funds
     so deposited and unclaimed at the end of two years from
     such redemption date shall be repaid and released to
     the Corporation, after which the holder or holders of
     such shares of the DECS so called for redemption shall
     look only to the Corporation for delivery of such
     shares of Common Stock or funds.
               (e)  Surrender of Certificates; Status.  Each
     holder of the shares of the DECS to be redeemed shall
     surrender the certificates evidencing such shares
     (properly endorsed or assigned for transfer, if the
     Board of Directors of the Corporation shall so require
     and the notice shall so state) to the Corporation at
     the place designated in the notice of such redemption
     and shall thereupon be entitled to receive certificates
     evidencing shares of Common Stock and to receive any
     funds payable pursuant to this paragraph C(2) following
     such surrender and following the date of such
     redemption.  In case fewer than all of the shares
     represented by any such surrendered certificate are
     called for redemption, a new certificate shall be
     issued at the expense of the Corporation representing
     the unredeemed shares.  If such notice of redemption
     shall have been given, and if on the date fixed for
     redemption shares of Common Stock and funds necessary
     for the redemption shall have been irrevocably either
     set aside by the Corporation separate and apart from
     its other funds or assets in trust for the account of
     the holders of the shares to be redeemed or converted
     (and so as to be and continue to be available therefor)
     or deposited with a bank or a trust company or an
     affiliate thereof as provided herein or the Corporation
     shall have made other reasonable provision therefor,
     then, notwithstanding that the certificates evidencing
     any shares of the DECS so called for redemption or
     subject to conversion shall not have been surrendered,
     the shares represented thereby so called for redemption
     shall be deemed no longer outstanding, dividends with
     respect to the shares so called for redemption shall
     cease to accrue on the date fixed for redemption
     (except that holders of the shares of the DECS at the
<PAGE>

     close of business on a record date for any payment of
     dividends shall be entitled to receive the dividend
     payable on such shares on the corresponding Dividend
     Payment Date notwithstanding the redemption of such
     shares following such record date and before such
     Dividend Payment Date) and all rights with respect to
     the shares so called for redemption shall forthwith
     after such date cease and terminate, except for the
     rights of the holders to receive the shares of Common
     Stock and funds, if any, payable pursuant to this
     paragraph C(2) without interest upon surrender of their
     certificates therefor.  Holders of shares of the DECS
     that are redeemed shall not be entitled to receive
     dividends declared and paid on such shares of Common
     Stock, and such shares of Common Stock shall not be
     entitled to vote, until such shares of Common Stock are
     issued upon the surrender of the certificates
     representing such DECS and upon such surrender such
     holders shall be entitled to receive such dividends
     declared and paid on such shares of Common Stock after
     such redemption date.
          (3)  Conversion at Option of Holder.  The DECS are
convertible, in whole or in part, at the option of the holders
thereof, at any time before the Mandatory Conversion Date, unless
previously redeemed, into shares of Common Stock at a rate of
85.47 shares of Common Stock for each share of the DECS (the
"Optional Conversion Rate"), subject to adjustment as set forth
below.  The right to convert DECS called for redemption shall
terminate at the close of business on the redemption date.
          Conversion of shares of the DECS may be effected by
delivering certificates evidencing such shares, together with
written notice of conversion and a proper assignment of such
certificates to the Corporation or in blank, to the office or
agency to be maintained by the Corporation for that purpose, and
otherwise in accordance with conversion procedures established by
the Corporation from time to time.  Each conversion shall be
deemed to have been effected immediately before the close of
business on the date on which the foregoing requirements shall
have been satisfied.  The conversion shall be at the Optional
Conversion Rate in effect at such time and on such date.
          Holders of shares of the DECS at the close of business
on a record date for any payment of dividends shall be entitled
to receive the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the
conversion of such shares following such record date and before
such Dividend Payment Date.  The Corporation shall make no other
payment or allowance for unpaid dividends, whether or not in
arrears, on converted shares of the DECS or for dividends or
distributions on the shares of Common Stock issued upon such
conversion.
          (4)  Common Equivalent Rate and Optional Conversion
Rate Adjustments.  The Common Equivalent Rate and the Optional
Conversion Rate shall be subject to adjustment from time to time
as provided below in this paragraph.
               (a)  If the Corporation shall:
                    1)   pay a dividend or make a
          distribution with respect to the Common Stock
          in shares of such stock,
                    2)   subdivide or split its
          outstanding shares of Common Stock into a
          greater number of shares,
                    3)   combine its outstanding shares
          of Common Stock into a smaller number of
          shares, or
<PAGE>

                    4)   issue by reclassification of
          its shares of Common Stock any shares of
          Common Stock of the Corporation,
     then, in any such event, the Common Equivalent Rate and
     the Optional Conversion Rate in effect immediately
     before such event shall each be adjusted so that the
     holders of any shares of the DECS shall thereafter be
     entitled to receive, upon Mandatory Conversion or upon
     conversion at the option of the holder, the number of
     shares of Common Stock of the Corporation which such
     holder would have owned or been entitled to receive
     immediately following any event described above had
     such shares of the DECS been converted immediately
     before such event or any record date with respect
     thereto.  Such adjustments shall become effective at
     the opening of business on the business day next
     following the record date for determination of
     shareholders entitled to receive such dividend or
     distribution in the case of a dividend or distribution
     and shall become effective immediately after the
     effective date in the case of a subdivision, split,
     combination or reclassification.  Such adjustments
     shall be made successively.
               (b)  If the Corporation shall, after the date
     hereof, issue rights or warrants to all holders of its
     Common Stock entitling them (for a period not exceeding
     45 days from the date of such issuance) to subscribe
     for or purchase shares of Common Stock at a price per
     share less than the current market price of the Common
     Stock, then in each case the Common Equivalent Rate and
     the Optional Conversion Rate shall each be adjusted by
     multiplying the Common Equivalent Rate and the Optional
     Conversion Rate, in effect immediately before the date
     of issuance of such rights or warrants, by a fraction,
     of which the numerator shall be the number of shares of
     Common Stock outstanding on the date of issuance of
     such rights or warrants, immediately before such
     issuance, plus the number of additional shares of
     Common Stock offered for subscription or purchase
     pursuant to such rights or warrants, and of which the
     denominator shall be the number of shares of Common
     Stock outstanding on the date of issuance of such
     rights or warrants, immediately before such issuance,
     plus the number of additional shares of Common Stock
     which the aggregate offering price of the total number
     of shares of Common Stock so offered for subscription
     or purchase pursuant to such rights or warrants would
     purchase at such current market price (determined by
     multiplying such total number of shares by the exercise
     price of such rights or warrants and dividing the
     product so obtained by such current market price). 
     Such adjustments shall become effective at the opening
     of business on the business day next following the
     record date for the determination of shareholders
     entitled to receive such rights or warrants.  To the
     extent that shares of Common Stock are not delivered
     after the expiration of such rights or warrants, the
     Common Equivalent Rate and the Optional Conversion Rate
     shall be readjusted to the Common Equivalent Rate and
     the Optional Conversion Rate, respectively, which would
     then be in effect had the adjustments made upon the
     issuance of such rights or warrants been made upon the
     basis of delivery of only the number of shares of
     Common Stock actually delivered.  Such adjustments
     shall be made successively.
               (c)  If the Corporation shall pay a dividend
     or make a distribution to all holders of Common Stock
     of evidences of its indebtedness, securities of a
     Subsidiary or other assets (excluding any dividends or
     distributions referred to in subparagraph (4)(a) above
     or any cash dividends other than Extraordinary Cash
     Distributions, as defined in subparagraph E(e) below)
     or shall issue to all holders of its Common Stock
     rights or warrants to subscribe for or purchase any of
     its securities (other than those referred to in
<PAGE>

     subparagraph (4)(b) above), then in each such case, the
     Common Equivalent Rate and the Optional Conversion Rate
     shall each be adjusted by multiplying the Common
     Equivalent Rate and the Optional Conversion Rate in
     effect on the record date mentioned below, by a
     fraction of which the numerator shall be the current
     market price per share of the Common Stock on the
     record date for the determination of shareholders
     entitled to receive such dividend or distribution, and
     of which the denominator shall be such current market
     price per share of Common Stock less the fair market
     value as determined by the Board of Directors of the
     Corporation, whose determination shall be conclusive,
     and described in a resolution adopted with respect
     thereto) as of such record date of the portion of the
     assets or evidences of indebtedness so distributed or
     of such subscription rights or warrants applicable to
     one share of Common Stock.  Such adjustments shall
     become effective on the opening of business on the
     business day next following the record date for the
     determination of shareholders entitled to receive such
     dividend, distribution or issuance.  Such adjustments
     shall be made successively.
               (d)  Any shares of Common Stock issuable in
     payment of a dividend shall be deemed to have been
     issued immediately before the close of business on the
     record date for such dividend for purposes of
     calculating the number of outstanding shares of Common
     Stock under subparagraph (4)(b) above.  For purposes of
     any computation under subparagraphs (4)(b) and (4)(c)
     above, the current market price per share of Common
     Stock at any date shall be deemed to be the average of
     the daily Closing Prices for the thirty consecutive
     Trading Days preceding the date in question; provided,
     however, if any event that results in an adjustment of
     the Common Equivalent Rate occurs during such thirty-
     day period, the current market price as determined
     pursuant to the foregoing shall be appropriately
     adjusted to reflect the occurrence of such event.
               (e)  The Corporation shall also be entitled
     to make upward adjustments in the Common Equivalent
     Rate, the Optional Conversion Rate and the Call Price,
     as it in its discretion shall determine to be
     advisable, so that any stock dividends, subdivisions of
     shares, distribution of rights to purchase stock or
     securities, or distribution of securities convertible
     into or exchangeable for stock (or any transaction
     which could be treated as any of the foregoing
     transactions pursuant to Section 305 of the Internal
     Revenue Code of 1986, as amended) hereafter made by the
     Corporation to its shareholders shall not be taxable.
               (f)  In any case in which subparagraph (4)(c)
     shall require that an adjustment as a result of any
     event become effective at the opening of business on
     the business day next following a record date and the
     date fixed for conversion pursuant to paragraph C(3) or
     redemption pursuant to paragraph C(2) occurs after such
     record date, but before the occurrence of such event,
     the Corporation may in its sole discretion, elect to
     defer the following until after the occurrence of such
     event:  (A) issuing to the holder of any converted or
     redeemed shares of the DECS the additional shares of
     Common Stock issuable upon such conversion or
     redemption over the shares of Common Stock issuable
     before giving effect to such adjustment and (B) paying
     to such holder any amount in cash in lieu of a
     fractional share of Common Stock pursuant to
     subparagraph C(1).
               (g)  All adjustments to the Common Equivalent
     Rate and the Optional Conversion Rate shall be
     calculated to the nearest 1/1000th of a share of Common
<PAGE>

     Stock (or if there is not a nearest 1/1000th of a share
     to the next lower 1/1000th of a share).  No adjustment
     in the Common Equivalent Rate and the Optional
     Conversion Rate shall be required unless such
     adjustment would require an increase or decrease of at
     least one percent therein; provided, however, that any
     adjustments which by reason of this subparagraph are
     not required to be made shall be carried forward and
     taken into account in any subsequent adjustments.
          (5)  Adjustment for Consolidation or Merger.  In case
of any consolidation or merger to which the Corporation is a
party (other than a merger or consolidation in which the
Corporation is the continuing corporation and in which the Common
Stock outstanding immediately before the merger or consolidation
remains unchanged), or in case of any sale or transfer to another
corporation of the property of the Corporation as an entirety or
substantially as an entirety, or in case of any statutory
exchange of securities with another corporation (other than in
connection with a merger or acquisition), proper provision shall
be made so that each share of the DECS shall, after consummation
of such transaction, be subject to (i) conversion at the option
of the holder into the kind and amount of securities, cash or
other property receivable upon consummation of such transaction
by a holder of the number of shares of Common Stock into which
such shares of the DECS might have been converted immediately
before consummation of such transaction, (ii) conversion on the
Mandatory Conversion Date into the kind and amount of securities,
cash or other property receivable upon consummation of such
transaction by a holder of the number of shares of Common Stock
into which such shares of the DECS would have converted if the
conversion on the Mandatory Conversion Date had occurred
immediately before the date of consummation of such transaction,
and (iii) redemption on any redemption date in exchange for the
kind and amount of securities, cash or other property receivable
upon consummation of such transaction by a holder of the number
of shares of Common Stock that would have been issuable at the
Call Price in effect on such redemption date upon a redemption of
such shares immediately before consummation of such transaction,
assuming that the public announcement of such redemption had been
made on the last possible date permitted by the terms of the DECS
and applicable law, assuming in each case that such holder of
Common Stock failed to exercise rights of election, if any, as to
the kind or amount of securities, cash or other property
receivable upon consummation of such transaction (provided that
if the kind or amount of securities, cash or other property
receivable upon consummation of such transaction is not the same
for each non-electing share, then the kind and amount of
securities, cash or other property receivable upon consummation
of such transaction for each non-electing share shall be deemed
to be the kind and amount so receivable per share by a plurality
of the non-electing shares).  The kind and amount of securities
into which the DECS shall be convertible after consummation of
such transaction shall be subject to adjustment as described in
subparagraph C(4) following the date of consummation of such
transaction.  The Corporation may not become a party to any such
transaction unless the terms thereof are consistent with the
foregoing.
          (6)  Notice of Adjustments.  Whenever the Common
Equivalent Rate and the Optional Conversion Rate are adjusted as
herein provided, the Corporation shall:
               (a)  forthwith compute the adjusted Common
     Equivalent Rate and Optional Conversion Rate in
     accordance herewith and prepare a certificate signed by
     an officer of the Corporation setting forth the
     adjusted Common Equivalent Rate and the Optional
     Conversion Rate, the method of calculation thereof in
     reasonable detail and the facts requiring such
     adjustment and upon which such adjustment is based,
     which certificate shall be conclusive, final and
     binding evidence of the correctness of the adjustment,
<PAGE>

     and file such certificate forthwith with the transfer
     agent for the DECS and the Common Stock; and
               (b)  mail a notice to the holders of the
     outstanding shares of the DECS stating that the Common
     Equivalent Rate and the Optional Conversion Rate have
     been adjusted, the facts requiring such adjustment and
     upon which such adjustment is based and setting forth
     the adjusted Common Equivalent Rate and Optional
     Conversion Rate, such notice to be mailed at or before
     the time the Corporation mails an interim statement to
     its shareholders covering the fiscal quarter during
     which the facts requiring such adjustment occurred, but
     in any event within 45 days of the end of such fiscal
     quarter.
          (7)  Notices.  In case, at any time while any of the
DECS are outstanding,
               (a)  the Corporation shall declare a dividend
     (or any other distribution) on its Common Stock,
     excluding any cash dividends, but including without
     limitation any securities of a Subsidiary; or
               (b)  the Corporation shall authorize the
     issuance to all holders of its Common Stock of rights
     or warrants to subscribe for or purchase shares of its
     Common Stock or of any other subscription rights or
     warrants; or
               (c)  the Corporation shall authorize any
     reclassification of the Common Stock of the Corporation
     (other than a subdivision or combination thereof) or
     any consolidation or merger to which the Corporation is
     a party and for which approval of any shareholders of
     the Corporation is required (except for a merger of the
     Corporation into a Subsidiary solely for the purpose of
     changing the corporate domicile of the Corporation to
     another state of the United States of America and in
     connection with which there is no substantive change in
     the rights or privileges of any securities of the
     Corporation other than changes resulting from
     differences in the corporate statutes of the then
     existing and the new state of domicile), or the sale or
     transfer of all or substantially all of the assets of
     the Corporation; or
               (d)  there shall be commenced the voluntary
     or involuntary dissolution, liquidation or winding up
     of the Corporation;
then the Corporation shall cause to be filed at each office or
agency maintained for the purpose of conversion of the DECS, and
shall cause to be mailed to the holders of the shares of the DECS
at their last addresses as they shall appear on the stock
register, at least ten days before the date hereinafter specified
(or the earlier of the dates hereinafter specified, if more than
one date is specified), a notice stating (A) the date on which a
record is to be taken for the purpose of such dividend,
distribution, rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants
are to be determined, or (B) the date on which any such
reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property (including cash),
if any, deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up. 
The failure to give or receive the notice required by this
subparagraph (7) or any defect therein shall not affect the
legality or validity of any such dividend, distribution, right or
warrant or other action.
          (8)  Effective Date of Conversion and Redemptions.  The
person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon
<PAGE>

any conversion or redemption shall be deemed to have become on
the date of any such conversion or redemption the holder or
holders of record of the shares represented thereby; provided,
however, that any such surrender on any date when the stock
transfer books of the Corporation shall be closed shall
constitute the person or persons in whose name or names the
certificate or certificates for such shares are to be issued as
the record holder or holders thereof for all purposes at the
opening of business on the next succeeding day on which such
stock transfer books are open.
          (9)  No Fractional Shares.  No fractional shares or
script representing fractional shares of Common Stock shall be
issued upon the redemption or conversion of any DECS.  In lieu of
any fractional shares otherwise issuable in respect of all the
DECS of any holder which are redeemed or converted on any
redemption date or upon Mandatory Conversion or any optional
conversion, such holder shall be entitled to receive an amount in
cash (computed to the nearest cent) equal to the same fraction of
the (i) Current Market Price in the case of redemption, or (ii)
Closing Price of Common Stock determined (A) as of the fifth
Trading Day immediately preceding the Mandatory Conversion Date,
in the case of Mandatory Conversion, or (B) as of the second
Trading Day immediately preceding the effective date of
conversion, in the case of an optional conversion by a holder. 
If more than one share shall be surrendered for conversion or
redemption at one time by or for the same holder, the number of
full shares of Common Stock issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares
of the DECS so surrendered or redeemed.
          (10) Payment of Taxes.  The Corporation shall pay any
and all documentary, stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common
Stock on the redemption or conversion of the DECS pursuant to
this paragraph C; provided, however, that the Corporation shall
not be required to pay any tax which may be payable in respect of
any registration of transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the
registered holder of the shares of the DECS redeemed or converted
or to be redeemed or converted, and no such issue or delivery
shall be made unless and until the person requesting such issue
has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such
tax has been paid.
          (11) Reservation of Common Stock.  The Corporation
shall at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but
unissued Common Stock, for the purpose of effecting any Mandatory
Conversion of the DECS or any conversion of the DECS at the
option of the holder, the full number of shares of Common Stock
then deliverable upon any such conversion of all outstanding
DECS.
     D.   Liquidation Rights.  (1)  In the event of the
liquidation, dissolution or winding up of the business of the
Corporation, whether voluntary or involuntary, the holders of the
shares of the DECS then outstanding, after payment or provision
for payment of the debts and other liabilities of the Corporation
and the payment or provision for payment of any distribution on
any shares of the Corporation having a preference and a priority
over the DECS on liquidation, and before any distribution to the
holders of the Common Stock or any other Junior Stock, shall be
entitled to be paid out of the assets of the Corporation
available for distribution to its shareholders, an amount per
share of the DECS in cash equal to the sum of (i) $1,725 per
share plus (ii) all accrued and unpaid dividends thereon to the
date of payment, before any payment shall be made or any assets

<PAGE>

distributed to the holders of Junior Stock.  If the amount
available for distribution to the holders of the outstanding
shares of the DECS upon any dissolution, liquidation or winding
up of the Corporation shall be insufficient to pay in full the
liquidation payments payable to the holders of the outstanding
shares of the DECS and any shares of Parity Stock, then the
holders of all such shares of the DECS and the Parity Stock shall
share ratably in such distribution of assets in proportion to the
full amounts to which they are respectively entitled.  Except as
provided in this paragraph D, holders of the shares of the DECS
shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the
Corporation.
          (a)  For the purposes of this paragraph D, none of the
following shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation:
               1)   the voluntary sale, conveyance, lease,
     exchange or transfer (for cash, shares of stock,
     securities or other consideration) of all or
     substantially all of the property or assets of the
     Corporation;
               2)   the consolidation or merger of the
     Corporation with or into one or more other
     corporations, or other associations;
               3)   the consolidation or merger of one or
     more corporations or other associations with or into
     the Corporation; or
               4)   the participation by the Corporation in
     a share exchange.
     E.   Definitions.  As used in these Articles of Amendment
the following terms have the following meanings:
          (a)  "Common Stock" shall mean any stock of any class
of the Corporation which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation and which is not subject to redemption by the
Corporation.  However, shares of Common Stock issuable upon
conversion of the DECS shall include only shares of the class
designated as Common Stock as of the original date of issuance of
the DECS, or shares of the Corporation of any class or classes
resulting from any reclassification or reclassifications thereof
and which have no preference in respect of dividends or of
amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and
which are not subject to redemption by the Corporation; provided
that if at any time there shall be more than one such resulting
class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares
of such class resulting from such reclassification bears to the
total number of all shares of all classes resulting from such
reclassification.
          (b)  "business day" shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions in the
States of New York or North Carolina or the Commonwealth of
Virginia are authorized or obligated by law or executive order to
close or are closed because of a banking moratorium or otherwise;
          (c)  "Capital Stock" means any capital stock of any
class or series (however designated) of the Corporation.
          (d)  "Closing Price" on any day shall mean the closing
sale price regular way on such day or, in case no such sale takes
place on such day, the average of the reported closing bid and

<PAGE>

asked prices regular way, in each case on the New York Stock
Exchange (or any successor thereto);  
          (e)  "Extraordinary Cash Distributions" means, with
respect to any cash dividend or distribution paid on any date,
the amount, if any, by which all cash dividends and cash
distributions on the Common Stock paid during the consecutive 12-
month period ending on and including such date (other than cash
dividends and cash distributions for which an adjustment to the
Common Equivalent Rate and the Optional Conversion Rate was
previously made) exceeds, on a per share of Common Stock basis,
10% of the average daily Closing Price of the Common Stock over
such 12-month period.
          (f)  "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 the DECS. 
          (g)  "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 DECS. 
          (h)  "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.
          (i)  "Trading Day" shall mean a day on which the New
York Stock Exchange (or any successor thereto) is open for the
transaction of business.  
          (j)  "Voting Preferred Stock" is defined in paragraph
B(4) hereof.
     III. This amendment was adopted by the Board of Directors of
the Corporation without shareholder action and shareholder action
was not required.

June 23, 1994            JAMES RIVER CORPORATION OF VIRGINIA



                              By:/s/ Robert C. Williams
                                 Robert C. Williams
                                 Chairman of the Board, President
                                 and Chief Executive Officer