Exhibit 10(a)

                                                        

                             STOCKHOLDERS AGREEMENT
                 Stockholders Agreement(this "Agreement") dated as of August 13,
1997 among James River  Corporation  of Virginia,  a Virginia  corporation  (the
"Company"),  Morgan  Stanley,  Dean  Witter,  Discover & Co.  ("MSDWD"),  Morgan
Stanley  Leveraged Equity Fund II, Inc. ("MSLEF II"),  Morgan Stanley  Leveraged
Equity  Holdings,  Inc.  ("MSLEH") and Morgan  Stanley  Equity  Investors,  Inc.
("MSEI" and, collectively with MSLEF II, MSLEH and MSDWD, the "Stockholders").

                  WHEREAS,  James River Delaware,  Inc., a Delaware  corporation
and a wholly owned subsidiary of the Company ("Merger Sub"), will be merged (the
"Merger") with and into Fort Howard Corporation,  a Delaware  corporation ("Fort
Howard"),  pursuant to an Agreement and Plan of Merger by and among the Company,
Merger Sub and Fort Howard dated as of May 4, 1997 (the "Merger Agreement");

                  WHEREAS, the Stockholders and certain of their affiliates will
receive the number of shares of common stock,  par value $0.10 per share, of the
Company  ("Common  Stock"),  set  forth on  Schedule  I to this  Agreement  (the
"Shares") pursuant to the Merger; and

                  WHEREAS,  it is a condition to the  obligations of the parties
to the  Merger  Agreement  that  this  Agreement  be  executed  by  the  Company
concurrently with the closing under the Merger Agreement.

                  NOW,  THEREFORE,  in consideration  of the mutual  agreements,
provisions and covenants contained in this Agreement,  the parties hereto hereby
agree as follows:

Section 1 . (a)  Appointment  of Directors.  Promptly upon the execution of this
Agreement,  the Board of Directors of the Company (the  "Board")  shall take all
necessary  action  to  increase  the size of the  Board to  fifteen  (15) and to
appoint the four (4) persons listed on Schedule  1.05(c) to the Merger Agreement
(which persons shall be reasonably  satisfactory to the Company) as directors on
the Board. So long as the  Stockholders  and their  affiliates other than Morgan
Stanley & Co. Incorporated and Dean Witter Reynolds, Inc. (collectively, "MSDW")
beneficially own the requisite number of Shares pursuant to Section 1(b) or (c),
as  applicable,  the Company  shall cause the person(s)  designated  pursuant to
Section 1(b) or (c) to be  appointed  or nominated  for election as directors on
the Board at each annual meeting thereafter and at each special meeting, if any,
at which directors are being elected.

                  From and after the effective  time of the Merger and until the
date on which the  Stockholders  and their  affiliates other than MSDW no longer
beneficially  own at least five  million  of the then  outstanding  Shares  (the
"Upper Director Threshold"), the Stockholders shall be entitled to designate two
(2) persons reasonably  satisfactory to the Company to be nominated for election
as directors on the Board.

(c) From and after the effective  time of the Merger and until the date on which
the Stockholders and their affiliates other than MSDW no longer beneficially own
at least  two  million  of the then  outstanding  Shares  (the  "Lower  Director
Threshold"  and,  together  with the Upper  Director  Threshold,  the  "Director
Thresholds"),  the  Stockholders  shall be entitled to designate  one (1) person
reasonably  satisfactory  to the  Company  to be  nominated  for  election  as a
director on the Board.
                                      E-6
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(d) If the number of  outstanding  shares of Common  Stock  shall  change into a
different  number of shares or shall be  designated  as a  different  class,  by
reason of any stock dividend, subdivision,  reclassification,  recapitalization,
split, combination or exchange of shares, the number or class of shares required
for  purposes  of the  Director  Thresholds  shall be  correspondingly  adjusted
equitably  to  reflect  such  stock  dividend,  subdivision,   reclassification,
recapitalization,  split, combination or exchange of shares. No shares of Common
Stock  acquired  after the  effective  time of the  Merger,  other  than  shares
acquired (i) with  respect to a  Stockholder  or an  affiliate of a  Stockholder
which is a limited  partnership,  pursuant to a distribution  or transfer to the
partners of such a Stockholder or such an affiliate of a Stockholder pursuant to
or otherwise in  accordance  with its Agreement of Limited  Partnership  or (ii)
pursuant to any stock dividend, subdivision, reclassification, recapitalization,
split,  combination  or exchange of shares,  shall be included  for  purposes of
determining whether the Director Thresholds are met.

Section 2 . Certain Notices.  One of the Stockholders shall, within ten business
days,  notify the Company if the  Stockholders  and their  affiliates other than
MSDW own less than the number of Shares  required  for purposes of either of the
Director Thresholds.

Section 3 .  Miscellaneous.  This Agreement shall survive until the Stockholders
and their  affiliates  other than MSDW no longer  beneficially  own at least two
million of the then  outstanding  Shares and shall be binding  upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns.
This  Agreement  shall be  governed  by and  construed  in  accordance  with the
internal laws of the State of New York.  If any  provision of this  Agreement is
rendered void, invalid or unenforceable by any court of law for any reason, such
invalidity or unenforceability shall not void or render invalid or unenforceable
any other  provision of this Agreement.  This Agreement may be changed,  waived,
discharged  or  terminated  only with the written  consent of each party hereto.
This Agreement may be executed in one or more counterparts, and with counterpart
signature pages,  each of which shall be an original,  but all of which together


shall constitute one and the same Agreement.

Section 4 . Notices. All notices and other communications  hereunder shall be in
writing and shall be deemed given if delivered personally,  telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt  requested)
to the parties at the following  addresses (or at such other address for a party
as shall be specified by like notice):

(a)               if to any of the Stockholders, to:

                           Morgan Stanley Capital Partners
                           1221 Avenue of the Americas
                           New York, New York  10022
                           Telecopier No.:  (212) 762-6466
                           Attention:    Robert H. Niehaus

                           with a copy to:

                           Shearman & Sterling
                           599 Lexington Avenue
                           New York, NY  10022
                           Telecopier No.:  (212) 848-7179
                           Attention:    Faith D. Grossnickle, Esq.

(b)               if to the Company, to

                           Fort James Corporation
                           120 Tredegar Street
                           Richmond, VA  23219
                           Attention:    Clifford A. Cutchins, IV

                           with a copy to:

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, NY 10019
                           Telecopier No.:  212) 403-2000
                           Attention:    Patricia A. Vlahakis, Esq.



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                  IN WITNESS  WHEREOF,  the parties hereto caused this Agreement
to be duly executed by their respective  authorized  signatories  thereunto duly
authorized as of the date first above written.



                                            JAMES RIVER CORPORATION OF VIRGINIA

                             By /s/ C.A. Cutchins IV
                             Name: C.A. Cutchins, IV
                            Title: Sr. Vice President


                          MORGAN STANLEY, DEAN WITTER,
                                 DISCOVER & CO.

                             By /s/ Robert G. Scott
                              Name: Robert G. Scott
                                                Title:  Chief Financial Officer


                                            MORGAN STANLEY LEVERAGED EQUITY
                                  FUND II, INC.

                                            By /s/ R.H. Niehaus
                                                Name:  Robert H. Niehaus
                              Title: Vice Chairman


                                            MORGAN STANLEY LEVERAGED EQUITY
                                 HOLDINGS, INC.

                                            By /s/ R.H. Niehaus
                                                Name:  Robert H. Niehaus
                              Title: Vice Chairman


                                           MORGAN STANLEY EQUITY INVESTORS, INC.

                                            By /s/ R.H. Niehaus
                                                Name:  Robert H. Niehaus
                              Title: Vice Chairman



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                                   Schedule I

                               Ownership of Shares
                            As of The Effective Time

                          Morgan Stanley, Dean Witter,
                            Discover & Co. 3,114,373
                   -------------------------------------------

                               MSLEF II 2,470,396
                   -------------------------------------------

                                 MSLEH 3,476,482
                   -------------------------------------------

                                  MSEI 370,606
                   -------------------------------------------