Exhibit 3(d)

                       JAMES RIVER CORPORATION OF VIRGINIA

                            ARTICLES OF AMENDMENT TO
               THE AMENDED AND RESTATED ARTICLES OF INCORPORATION


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


        II.  The  Amended  and  Restated   Articles  of   Incorporation  of  the
Corporation are amended as follows:

                (1)      Article I is amended to read as follows:

                "The name of the corporation is Fort James Corporation."

                (2)  Section A of Article III is amended by  replacing  "150,000
        000" with "500,000,000."


         III. The  amendments  set forth in Paragraph II above were  proposed by
the  Board of  Directors  of the  Corporation  (the  "Board  of  Directors")  by
resolution  adopted at a meeting of the Board of  Directors  held on May 3, 1997
and were submitted to the shareholders of the Corporation in accordance with the
Virginia Stock  Corporation  Act; such amendments were considered and voted upon
by the  shareholders  of the  Corporation at a duly called and convened  special
meeting of  shareholders  of the  Corporation  held on August 12,  1997 at which
special  meeting  the  holders of record as of the close of business on June 30,
1997 of the Common Stock, par value $.10 per share, of the Corporation  ("Common
Stock")  and the  Series  P 9%  Cumulative  Convertible  Preferred  Stock of the
Corporation  ("Series P Preferred  Stock," and together  with the Common  Stock,
"Voting Stock") were entitled to vote as a single class on such amendments; that
a total of 100,918,767  votes were entitled to be cast on such amendments by the
holders of Voting Stock;  and that 80,341,887 votes were cast by such holders of
Voting Stock for such  amendments and 592,687 votes were cast by such holders of
Voting Stock against such amendments.

        IV.  Pursuant to Sections  13.1-639 and  13.1-706 of the Virginia  Stock
Corporation  Act, the Board of Directors by  resolution  adopted at a meeting of
the Board of  Directors on May 3, 1997  adopted the  following  amendment to the
Amended and Restated  Articles of  Incorporation  of the Corporation to increase
the  number  of  shares  of  stock   designated   as  the  Series  M  Cumulative
Participating  Preferred Stock of the Corporation,  effective upon the filing of
these Articles of Amendment:

        Article X is hereby amended by deleting from the introductory  clause of
        Article X the words and  figures "a  resolution  adopted by the Board of
        Directors of the  Corporation on February 9, 1989,  150,000  shares" and
        inserting in lieu thereof the words and figures  "resolutions adopted by
        the Board of Directors of the Corporation on February 9, 1989 and May 3,
        1997, 250,000 shares".


        V. The amendment set forth in Paragraph IV above was duly adopted by the
Board of Directors  without  shareholder  action and shareholder  action was not
required.


 August 13, 1997

                                       JAMES RIVER CORPORATION OF VIRGINIA



                                       By: /s/ Clifford A. Cutchins, IV
                                         Clifford A. Cutchins, IV
                                         Senior Vice President, General Counsel
                                            and Corporate Secretary

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