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: March 26, 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 April 15,
2000:

                               205,770,164 shares


<PAGE>


                             FORT JAMES CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                                 March 26, 2000


                                TABLE OF CONTENTS

                                                                       Page No.
PART I.  FINANCIAL INFORMATION:

      ITEM 1.     Financial Statements:

                  Consolidated Balance Sheets as of March 26, 2000 and
                      December 26, 1999                                       3
                  Consolidated Statements of Operations for the quarters
                     ended  March 26, 2000 and March 28, 1999                 4

                  Consolidated Statements of Cash Flows for the quarters ended
                      March 26, 2000 and March 28, 1999                       5

                  Notes to Consolidated Financial Statements                  6

      ITEM 2.     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        11

      ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk 14


PART II.  OTHER INFORMATION:

      ITEM 1.     Legal Proceedings                                          14

      ITEM 2.     Changes in Securities                                      14

      ITEM 3.     Defaults Upon Senior Securities                            14

      ITEM 4.     Submission of Matters to a Vote of Security Holders        14

      ITEM 5.     Other Information                                          14

      ITEM 6.     Exhibits and Reports on Form 8-K                           14

      SIGNATURES                                                             16





<PAGE>





PART I.  FINANCIAL INFORMATION

Item 1.           Financial Statements

                             FORT JAMES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                      March 26, 2000 and December 26, 1999


<TABLE>
<CAPTION>


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

--------------------------------------------------------------------------------
Assets:
Current assets:
  Cash and cash equivalents                                 $ 8.5        $ 10.3
  Accounts receivable                                       849.3         880.5
  Inventories                                               816.0         790.4
  Deferred income taxes                                     104.9         111.5
  Other current assets                                       36.7          35.7
--------------------------------------------------------------------------------
   Total current assets                                   1,815.4       1,828.4
--------------------------------------------------------------------------------
Property, plant and equipment                             7,858.6       7,858.0
Accumulated depreciation                                 (3,562.5)     (3,505.9)
--------------------------------------------------------------------------------
  Net property, plant and equipment                       4,296.1       4,352.1
Goodwill, net                                               505.6         528.8
Other assets                                                490.4         548.9
--------------------------------------------------------------------------------
   Total assets                                         $ 7,107.5     $ 7,258.2
================================================================================
Liabilities and Shareholders' Equity:
Current liabilities:
  Accounts payable                                        $ 572.9       $ 619.1
  Accrued liabilities                                       585.8         568.7
  Current portion of long-term debt                          71.5          81.9
--------------------------------------------------------------------------------
   Total current liabilities                              1,230.2       1,269.7
--------------------------------------------------------------------------------
Long-term debt                                            3,438.5       3,432.0
Deferred income taxes                                       739.5         748.6
Accrued postretirement benefits other than pensions         410.8         417.1
Other long-term liabilities                                 260.0         263.5
--------------------------------------------------------------------------------
   Total liabilities                                      6,079.0       6,130.9
--------------------------------------------------------------------------------
Common stock, $.10 par value, 500.0 million shares authorized;
  207.9 million shares outstanding at March 26, 2000
  and 214.0 million at December 26, 1999                     20.8          21.4
Additional paid-in capital                                2,922.5       3,045.0
Accumulated comprehensive loss                             (268.1)       (227.1)
Accumulated deficit                                      (1,646.7)     (1,712.0)
--------------------------------------------------------------------------------
   Total shareholders' equity                             1,028.5       1,127.3
--------------------------------------------------------------------------------
    Total liabilities and shareholders' equity          $ 7,107.5     $ 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 Ended March 26, 2000 and March 28, 1999
<TABLE>
<CAPTION>

(in millions, except per share amounts)                         2000       1999
-------------------------------------------------------------------------------
<S>                                                             <C>        <C>
Net sales                                                   $ 1,676.6 $ 1,669.0
Cost of goods sold                                           (1,201.3) (1,135.5)
Selling and administrative expenses                             288.1)   (297.1)
--------------------------------------------------------------------------------
    Income from operations                                      187.2     236.4
Interest expense                                                (57.0)    (62.5)
Other income, net                                                14.8       3.9
--------------------------------------------------------------------------------
    Income from continuing operations
     before income taxes, extraordinary items, and
     cumulative effect of a change in accounting principle      145.0     177.8
Income tax expense                                              (48.6)    (60.2)
--------------------------------------------------------------------------------
     Income from continuing operations
      before extraordinary items and cumulative effect
      of a change in accounting principle                        96.4     117.6
Income from discontinued operations, net of taxes                   -       4.4
--------------------------------------------------------------------------------
     Income before extraordinary items
      and cumulative effect of a change in accounting principle  96.4     122.0
Extraordinary loss on early
 extinguishment of debt, net of taxes                               -      (2.2)
Cumulative effect of a change
 in accounting principle, net of taxes                              -     (22.1)
--------------------------------------------------------------------------------
    Net income                                                 $ 96.4    $ 97.7
================================================================================

Basic earnings per share:
 Income from continuing operations
  before extraordinary items and cumulative effect
  of a change in accounting principle                          $ 0.46    $ 0.54
 Income from discontinued operations, net of taxes                  -      0.02
 Extraordinary loss on early
  extinguishment of debt, net of taxes                              -     (0.01)
 Cumulative effect of a change in
  accounting principle, net of taxes                                -     (0.10)
--------------------------------------------------------------------------------
         Net income                                            $ 0.46    $ 0.45
--------------------------------------------------------------------------------
Weighted average common shares outstanding                      210.1     219.5
================================================================================

Diluted earnings per share:
 Income from continuing operations
  before extraordinary items and cumulative effect
  of a change in accounting principle                          $ 0.46    $ 0.53
 Income from discontinued operations, net of taxes                  -      0.02
 Extraordinary loss on early
  extinguishment of debt, net of taxes                              -     (0.01)
 Cumulative effect of a change in
  accounting principle, net of taxes                                -     (0.10)
--------------------------------------------------------------------------------
         Net income                                            $ 0.46    $ 0.44
--------------------------------------------------------------------------------
Weighted average common shares and
     common share equivalents outstanding                       210.4     220.4
================================================================================

Cash dividends per common share                                $ 0.15    $ 0.15
================================================================================
</TABLE>

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


<PAGE>


                             FORT JAMES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Quarters Ended March 26, 2000 and March 28, 1999

<TABLE>
<CAPTION>


(in millions)                                                2000       1999
<S>                                                           <C>       <C>
-----------------------------------------------------------------------------
Cash provided by (used for) operating activities:
  Net income                                                $96.4     $ 97.7
  Depreciation expense                                      115.8      110.2
  Amortization of goodwill                                    4.4        4.7
  Deferred income tax provision                               2.5       22.2
  Income from discontinued operations, net of taxes             -       (4.4)
  Loss on early extinguishment of debt, net of taxes            -        2.2
  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                                       10.2      (57.9)
   Inventories                                              (31.2)     (24.9)
   Other current assets                                      (0.9)      (3.7)
   Accounts payable and accrued liabilities                 (13.0)     (65.1)
  Other, net                                                (27.4)     (44.3)
-----------------------------------------------------------------------------

   Cash provided by operating activities                    156.8       58.8
-----------------------------------------------------------------------------
Cash provided by (used for) investing activities:
  Expenditures for property, plant and equipment           (104.0)     (99.2)
  Decrease in net assets of discontinued operations             -        3.9
  Proceeds from sale of assets                               86.7        0.7
  Other, net                                                 (0.5)      (0.6)
-----------------------------------------------------------------------------

   Cash used for investing activities                       (17.8)     (95.2)
-----------------------------------------------------------------------------
Cash provided by (used for) financing activities:
  Additions to long-term debt                                   -        0.5
  Payments of long-term debt                                (21.2)     (73.6)
  Net increase in revolving debt                             36.0      144.1
  Premiums paid on early extinguishment
   of debt and debt issuance costs                              -       (4.1)
  Common stock dividends paid                               (32.2)     (33.0)
  Proceeds from exercise of stock options                     0.3        2.4
  Common stock purchases                                   (123.7)         -
-----------------------------------------------------------------------------

   Cash provided by (used for) financing activities        (140.8)      36.3
-----------------------------------------------------------------------------

Decrease in cash and cash equivalents                        (1.8)      (0.1)
Cash and cash equivalents, beginning of period               10.3        5.3
-----------------------------------------------------------------------------

Cash and cash equivalents, end of period                    $ 8.5      $ 5.2
=============================================================================


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

</TABLE>

<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 March 26,
2000 and its results of operations  and cash flows for the quarters  ended March
26,  2000 and March 28,  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 ended March 26, 2000 are not  necessarily  indicative
of the results to be expected for the full year.

     As a result of the sale of a discontinued  operation,  information  for the
quarter ended March 28, 1999 has been restated.

   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
derivatives  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. FASB Statement No. 137 defers the Company's
required  adoption  of FAS No.  133  until  fiscal  2001.  The  Company  has not
determined  what  affect,  if any,  FAS No.  133  will  have on its  results  of
operations or financial position.

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  loss on the sale of Marathon  and costs  related to the
closure of groundwood operations were recorded in the fourth quarter of 1999.

     Net sales and income  (loss) from  operations of Marathon and the goundwood
paper  business for the quarters ended March 26, 2000 and March 28, 1999 were as
follows:

<TABLE>
<CAPTION>

(in millions)                                                   2000       1999
<S>                                                             <C>         <C>
--------------------------------------------------------------------------------
Net sales of assets held for disposal                         $ 18.3     $ 29.4
Income (loss) from operations of assets held for disposal     $  1.8     $ (0.8)

</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 and the financial  statements  have been restated for periods prior to
the disposal date. The results of discontinued  operations include the operating
profits for the Packaging  business and an  allocation  of interest  expense and
taxes.


<PAGE>


     Results for the  Packaging  business  for the quarter  ended March 28, 1999
were as follows:

<TABLE>
<CAPTION>

(in millions)                                                             1999
<S>                                                                        <C>
--------------------------------------------------------------------------------
Net sales                                                               $ 139.0
================================================================================
Income from discontinued operations                                     $   7.9
Tax expense                                                                (3.5)
--------------------------------------------------------------------------------
Income from discontinued
   operations, net of taxes                                             $   4.4
================================================================================

</TABLE>

3.       Stock Purchase Program

         In August 1999,  the Company  began  execution of a $500 million stock
purchase program. During the first quarter of 2000, 6.1 million shares of common
stock were  purchased at a cost of $123.7  million.  As of March 26,  2000, the
Company had purchased  13.2 million shares at a cost of $323.4 million since the
inception of the program.

4.       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. As of March 26, 2000, the
program was substantially complete and termination benefits of $15.3 million had
been paid.  Approximately $4.7 million of salary  continuation benefits will be
paid out according to contract terms.

Inventories

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

<TABLE>
<CAPTION>

                                                             March     December
(in millions)                                                 2000       1999
<S>                                                           <C>        <C>
--------------------------------------------------------------------------------
Raw materials                                              $ 177.4      $ 178.3
Finished goods and work in process                           507.6        464.8
Stores and supplies                                          170.7        165.4
--------------------------------------------------------------------------------
                                                             855.7        808.5
Reduction to state certain inventories
 at last-in, first-out cost                                  (39.7)       (18.1)
--------------------------------------------------------------------------------
    Total inventories                                      $ 816.0      $ 790.4
================================================================================
</TABLE>


5.       Comprehensive Income

     Comprehensive  income for the  quarters  ended March 26, 2000 and March 28,
1999 was $55.4 million and $7.4 million,  respectively.  The difference  between
net  income  and  comprehensive  income  is due to oreign  currency  translation
losses.



<PAGE>



6.       Income Per Common Share and Common Share Equivalent

     Income and share information used in determining earnings per share for the
quarters ended March 26, 2000 and March 28, 1999 were as follows:

<TABLE>
<CAPTION>

                                                2000                1999

                                         ---------------------------------------
(in millions)                              Income    Shares     Income   Shares
<S>                                       <C>        <C>         <C>      <C>
--------------------------------------------------------------------------------
Amounts used to compute basic earnings per share:
    Income from continuing operations
     before extraordinary items and
     cumulative effect of a change in
     accounting principle                  $ 96.4              $ 117.6
    Weighted average common
     shares outstanding                               210.1               219.5
Effect of dilutive securities:
     Options (a)                                        0.3                 0.9
--------------------------------------------------------------------------------
Amounts used to compute diluted
 earnings per share                        $ 96.4     210.4    $ 117.6    220.4
================================================================================

</TABLE>


(a)  For the  quarters  ended  March 26,  2000 and March 28,  1999, outstanding
     options to purchase  9.7 million  and 5.7 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.

7.       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.
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  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.  The Company, along
with  other  PRPs,  is  also   participating   in  the  funding  of  a  remedial
investigation/feasibility  study  of  contamination  of the  Kalamazoo  River in
Michigan. 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 alternative and the
Company's share of the related costs,  for both 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 March 26, 2000,  Fort James'  accrued
environmental  liabilities,  including  remediation and landfill  closure costs,
totaled  $64.4  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.

<PAGE>

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.  Agreement  in  principle  has been reached to
settle the cases brought by the States of New York,  Maryland and West Virginia.
A 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 four
states on behalf of an alleged  class of indirect  purchasers,  seeking  similar
damages for similar  alleged  violations  under state law. The  Minnesota  state
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
remaining  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.  As a
result of the bankruptcy  filing, 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.


<PAGE>



8.       Segments

     Segment sales and income from  operations  for the quarters ended March 26,
2000 and March 28, 1999 and total assets as of March 26, 2000 and March 28, 1999
were as follows:




<TABLE>

<CAPTION>



                                Tissue                    Communi-     Inter-
                            ---------------               cations      company
                            North                         Papers and     and
(in millions)             America    Europe     Dixie     Fiber       Corporate      Total
---------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>         <C>          <C>            <C>
2000
Net sales                 $ 913.2   $ 449.9   $ 179.2     $ 237.2    $(102.9)      $ 1,676.6
Intercompany sales           33.7         -       0.4        68.8          -           102.9
Income from operations      144.1      29.1      19.4        14.3      (19.7)          187.2
Total assets              3,318.8   2,086.7     450.8       586.1      665.1         7,107.5
=============================================================================================
1999
Net sales                 $ 899.4   $ 465.9   $ 175.6     $ 196.0     $(67.9)      $ 1,669.0
Intercompany sales           25.6         -       0.9        41.4          -            67.9
Income from operations      192.1      61.1      19.3       (14.2)     (21.9)          236.4
Total assets              2,997.2   2,168.3     402.2       818.5    1,212.4  (a)    7,598.6
=============================================================================================

</TABLE>

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



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

Results of Operations

Overview

<TABLE>
<CAPTION>

                                  2000                 1999 (a)
                           --------------  -------------------------------------
<S>                            <C>         <C>                 <C>

(in millions,                                                  Excluding Unusual
except per share data)           Reported     Reported         and Non-recurring
-------------------------------------------------------------------------------
Net sales                        $ 1,676.6    $ 1,669.0              $ 1,669.0
Income from operations               187.2        236.4                  236.4
Net income                            96.4         97.7                  117.6
Diluted earnings per share          $ 0.46       $ 0.44                 $ 0.53
===============================================================================

</TABLE>


(a)  Net income for the first quarter of 1999 included income from discontinued
     operations  of $4.4  million or $0.02 per diluted  share,  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 and an  extraordinary loss on the early
     extinguishment of debt of $2.2 million or $0.01 per diluted share.

Tissue - North America
----------------------
<TABLE>
<CAPTION>

<S>                                          <C>       <C>      <C>

(in millions)                                2000     1999   Inc/(Dec)
-----------------------------------------------------------------------
Net sales                                   $ 913.2  $ 899.4      1.5%
Income from operations                        144.1    192.1    -25.0%
=======================================================================

</TABLE>


     Volumes  increased in the current quarter  compared to the first quarter of
1999, with volume gains in away-from-home bath tissue and retail bath tissue and
towel.   The  decline  in  income  from  operations  for  both  the  retail  and
away-from-home   categories  is  the  result  of  rising  raw  material   costs,
principally wastepaper.  The away-from-home category was able to slightly offset
the increase in costs as announced first quarter list price increases, averaging
9 percent to 10 percent,  began to take effect.  Additional  away-from-home list
price  increases  of up to 12  percent,  effective  April  17,  2000,  have been
announced.  Net pricing in the retail  category,  which  declined last year with
increased  promotional  spending in all product categories,  remained below last
year's first quarter level.  However,  during the quarter,  the retail  category
announced price increases  averaging 6 percent to 7 percent  effective March 31,
2000.  The retail  category  introduced  several  new  products  in the  quarter
including  Quilted  Northern  Bathroom  Tissue Super Family Pack,  Brawny 3 Roll
Pick-A-Size and Quilted Northern Thick `n Strong Napkins.

Tissue - Europe
---------------
<TABLE>
<CAPTION>

(in millions)                                2000     1999    Inc/(Dec)
<S>                                          <C>       <C>      <C>
-----------------------------------------------------------------------
Net sales                                   $ 449.9  $ 465.9     -3.4%
Income from operations                         29.1    $61.1    -52.4%
=======================================================================

</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.  European  finished goods volumes  increased by more than 4
percent  compared  to the prior year  quarter  with  strength  in key markets in
France and Spain.  Significant  increases in raw material costs and  competitive
pricing  conditions  in the  United  Kingdom  drove year over year  declines  in
operating  profits.  In response to the increase in raw material costs,  pricing
initiatives have been announced in all markets.

<PAGE>

Dixie
-----
<TABLE>
<CAPTION>

(in millions)                                2000     1999     Inc/(Dec)
<S>                                          <C>       <C>       <C>
-----------------------------------------------------------------------
Net sales                                   $ 179.2  $ 175.6      2.1%
Income from operations                         19.4     19.3      0.5%
=======================================================================

</TABLE>


     The current  quarter's  results  reflected  positive volume growth and cost
reductions,  offset  by  inflation  in  plastic  resin and  other  costs.  Price
increases for the foodservice and club categories have been announced to recover
these inflationary cost increases. Dixie shipments increased due to volume gains
in dense-pack cutlery and retail plates. During the first quarter,  Dixie rolled
out Rinse & ReUse disposable  stoneware and UltraStrong Giant 11-inch plates,and
continued the expansion of the PerfecTouch hot cup.

Communications Papers and Fiber
-------------------------------
<TABLE>
<CAPTION>

(in millions)                                2000     1999   Inc/(Dec)
<S>                                          <C>       <C>    <C>
-----------------------------------------------------------------------
Net sales                                   $ 237.2  $ 196.0     21.0%
Income (loss) from operations                  14.3    (14.2)   200.7%
=======================================================================
</TABLE>

     The  improved  earnings  in the first  quarter  of 2000 were the  result of
significantly  higher pulp and uncoated  freesheet  prices,  partially offset by
lower  pulp  volumes  as a result  of the  January  2000 sale of  Marathon,  LTD
(Marathon) the companys  non-integrated pulp mill located in Ontario, Canada.
For further informatin on dispositions, see Note 2 to the Consolidated Financial
Statements.


Interest Expense and Other Income

     Lower debt levels and reduced  borrowing  costs  resulted in a $5.5 million
decrease in interest expense for the quarter. Other income for the quarter ended
March 26, 2000  increased to $14.8 million from $3.9 million in 1999,  primarily
due to a land sale gain.

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, Oregon.

     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.

Financial Condition

     Cash provided by operating  activities  totaled $156.8 million in the first
quarter of 2000,  compared with $58.8 million in the prior year. The increase is
primarily  due to lower  accounts  receivable  and higher  accounts  payable and
accrued  liabilities.  Capital  expenditures  were $104.0  million for the three
months  ended March 2000,  compared to $99.2  million for the same period in the
prior year. In the first quarter of 2000, the Company  received cash proceeds of
$86.7 million from the sale of assets,  including  $69.1million from the sale of
Marathon. In addition, the Company exited the groundwood business by closing the
groundwood paper operation at its Wauna mill in the first quarter. The Company's
current  ratio  was 1.5 as of March  2000  and 1.4 as of  December  1999,  while
working  capital  increased to $585.2  million from $558.7  million for the same
periods.  The  increase in working  capital is primarily  due to lower  accounts
payable.

<PAGE>

     As of March 2000, total  indebtedness was $ 3.5 billion and,  including the
effect of interest rate swaps, included approximately $1.9 billion of fixed rate
and $1.6  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 March 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 March 2000.

Stock Purchase Program

     In August  1999,  the  Company  began  execution  of a $500  million  stock
purchase program. During the first quarter of 2000, 6.1 million shares of common
stock were  purchased at a cost of $123.7  million.  As of March 26,  2000,  the
Company had purchased  13.2 million shares at a cost of $323.4 million since the
inception of the program.

Inflation

     For several  years prior to 1999,  the  Company  had  experienced  moderate
levels of inflation. In the second half of 1999 and through the first quarter of
2000, the Company began to see significant increases in the cost of its base raw
materials,  principally  wastepaper 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 timing and 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

          None.

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.

     The Annual  Meeting of  Shareholders  was held on April 27,  2000.  At this
meeting, all of management's nominees for members of the Board of Directors were
elected.

     Shareholders  of  record  of the  Company's  common  stock at the  close of
business on February  28,  2000,  were  entitled to vote at the Annual  Meeting.
Votes were cast as follows:

<TABLE>
<CAPTION>



                                                  Votes
                              -------------------------------------     Broker
                                  For       Against    Withheld        Non-Votes
<S>                               <C>        <C>         <C>                <C>
                              ------------------------------------- ------------

Nominees for election of Directors

   Barbara L. Bowles           181,166,758               7,214,473
   William E. Bradford         182,904,181               5,477,050
   William T. Burgin           182,879,857               5,501,374
   Dr. James L. Burke          182,929,936               5,451,295
   Worley H. Clark, Jr.        182,667,882               5,713,349
   Gary P. Coughlan            182,931,212               5,450,019
   William V. Daniel           182,753,874               5,627,357
   Ernst A. Haberli            182,601,653               5,779,578
   Miles L. Marsh              155,024,967              33,356,264
   Robert M. O'Neil            182,674,020               5,707,211
   Anne Marie Whittemore       182,880,633               5,500,598
</TABLE>


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.
<PAGE>

                  Exhibit
                  Number

                  10(a)    Separation Agreement between Fort James Corporation
                              and Robert Michael Lempke, filed herewith

                  27(a)    Financial Data Schedules for the three months ended
                              March 26, 2000
                           (filed electronically only)

                  27(b)    Financial Data Schedules restated for the three
                              months ended March 28, 1999
                           (filed electronically only)

                  27(c)    Financial Data Schedules restated for the twelve
                              months ended December 27, 1998
                              (filed electronically only)

                  27(d)    Financial Data Schedules restated for the nine months
                               ended September 27, 1998
                           (filed electronically only)

                  27(e)    Financial Data Schedules restated for the six months
                              ended June 26, 1998
                           (filed electronically only)

                  27(f)    Financial Data Schedules restated for the three
                              months ended March 29, 1998
                           (filed electronically only)

                  27(g)    Financial Data Schedules restated for the twelve
                              months ended December 28, 1997
                         (filed electronically only)

(b)      Reports on Form 8-K:

     No reports on Form 8-K were filed by the Company  during the quarter  ended
March 26, 2000, and subsequent thereto.





<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 Controller
                           (Principal Accounting Officer)






Date:  May 1, 2000