Exhibit 3(e)
                              AMENDED AND RESTATED
                                    BYLAWS OF

                             FORT JAMES CORPORATION
                             (AS OF AUGUST 13, 1997)


                      ARTICLE I - MEETINGS OF STOCKHOLDERS

         Section 1.1 Closing of Transfer  Books and Fixing of Record  Date.  For
the purpose of  determining  stockholders  entitled to notice of, or to vote at,
any meeting of stockholders or any adjournment  thereof,  or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper  purpose,  the Board of Directors  or the  Executive  Committee
shall fix in advance a date as the  record  date for any such  determination  of
stockholders,  such  date to be not more  than 70 days  before  the  meeting  or
action. When a determination of stockholders  entitled to vote at any meeting of
stockholders has been made as provided in this article, such determination shall
apply to any adjournment thereof, except as is otherwise provided by law.

         Section 1.2 Place and Time of Meetings.  Meetings of stockholders shall
be held at such place,  either within or without the  Commonwealth  of Virginia,
and at such time, as may be provided in the notice of the meeting.

         Section 1.3  Organization  and Order of  Business.  The Chairman of the
Board of Directors  (the  "Chairman")  or, in his absence,  the President  shall
serve as chairman at all meetings of the stockholders. In the absence of both of
the  foregoing  officers or if both of them decline to serve,  a majority of the
shares  entitled  to vote at such  meeting  may  appoint  any  person  to act as
Chairman.  The  Secretary of the  Corporation  or, in his absence,  an Assistant
Secretary,  shall act as secretary at all meetings of the  stockholders.  In the
event that neither the  Secretary nor any  Assistant  Secretary is present,  the
Chairman may appoint any person to act as secretary of the meeting.

         The  Chairman   shall  have  the  authority  to  make  such  rules  and
regulations,  to establish such procedures and to take such steps as he may deem
necessary  or  desirable  for  the  proper   conduct  of  each  meeting  of  the
stockholders,  including,  without limitation,  the authority to make the agenda
and to  establish  procedures  for (i) the  dismissal  of business  not properly
presented,  (ii) the maintenance of order and safety,  (iii) placing limitations
on the time allotted to questions or comments on the affairs of the Corporation,
(iv) placing  restrictions  on  attendance at a meeting by persons or classes of
persons who are not  stockholders or their proxies,  (v) restricting  entry to a
meeting  after the time  prescribed  for the  commencement  thereof and (vi) the
commencement, conduct and close of voting on any matter.

         Section 1.4 Annual Meeting. The annual meeting of stockholders shall be
held on the third or fourth  Thursday  in April of each year as set by the Board
of  Directors  or on such  other  dates  as shall be  approved  by the  Board of
Directors.

                                      E-5
<PAGE>

         At each annual  meeting of  stockholders,  only such business  shall be
conducted as is proper to consider  and has been brought  before the meeting (i)
by or at the direction of the Board of Directors or (ii) by a stockholder of the
Corporation who is a stockholder of record of a class of shares entitled to vote
on such business at the time of the giving of the notice  hereinafter  described
in this Section 1.4 and who  complies  with the notice  procedures  set forth in
this  Section  1.4.  In order to bring  business  before  an annual  meeting  of
stockholders,  a stockholder, in addition to complying with any other applicable
requirements,  must have given timely  written  notice of his intention to bring
such  business  before the meeting to the  Secretary of the  Corporation.  To be
timely, a stockholder's  notice must be given, either by personal delivery or by
United States certified mail, postage prepaid, addressed to the Secretary of the
Corporation at the principal  office of the  Corporation  and received (i) on or
after  December  1st of the year  immediately  preceding  the year in which  the
meeting  will be held and before  January  1st of the year in which the  meeting
will be held or (ii) not less than 60 days before the date of the annual meeting
if the date of such meeting,  as prescribed in these Bylaws, has been changed by
more than 30 days.

         Each such  stockholder's  notice  shall set forth as to each matter the
stockholder  proposes  to  bring  before  the  annual  meeting  (i) the name and
address,  as they  appear on the  Corporation's  stock  transfer  books,  of the
stockholder  proposing  such  business,  (ii) the class and  number of shares of
stock  of the  Corporation  beneficially  owned  by  such  stockholder,  (iii) a
representation  that such  stockholder is a stockholder of record and intends to
appear in person or by proxy at such  meeting to bring  before the  meeting  the
business  specified  in the notice,  (iv) a brief  description  of the  business
desired to be brought  before the meeting,  including  the complete  text of any
resolutions  to be  presented  at the  meeting  and the  reasons  for wanting to
conduct such business,  and (v) any material  interest which the stockholder has
in such business.

         The Secretary of the Corporation shall deliver each such  stockholder's
notice that has been timely  received to the Chairman or a committee  designated
by the Board of Directors for review.

         Notwithstanding  the  foregoing  provisions  of  this  Section  1.4,  a
stockholder  seeking  to have a proposal  included  in the  Corporation's  proxy
statement  for  an  annual  meeting  of  stockholders   shall  comply  with  the
requirements  of Regulation  14A under the  Securities  Exchange Act of 1934, as
amended from time to time, or with any successor regulation.

         Section 1.5 Special Meetings.  Special meetings of the stockholders may
be  called by the  Chairman,  the  President  or the  Board of  Directors.  Only
business  within the purpose or purposes  described  in the notice for a special
meeting of stockholders may be conducted at the meeting.

         Section 1.6 Notice of Meetings.  Written notice stating the place,  day
and hour of each meeting of stockholders  and, in the case of a special meeting,
the purpose or purposes for which the meeting is called,  shall be given by mail
not less than ten nor more than 60 days before the date of the  meeting  (except
when a different time is required in these Bylaws or by law) to each stockholder
<PAGE>

of record entitled to vote at such meeting and to such nonvoting stockholders as
may be  required  by law.  Such  notice  shall be  deemed to be  effective  when
deposited in the United States mail with postage thereon  prepaid,  addressed to
the  stockholder at his address as it appears on the stock transfer books of the
Corporation.

         Notice of a  stockholders'  meeting to act on (i) an  amendment  of the
Articles of  Incorporation;  (ii) a plan of merger or share exchange;  (iii) the
sale,  lease,  exchange or other  disposition  of all or  substantially  all the
property of the  Corporation  otherwise  than in the usual and regular course of
business,  or (iv) the  dissolution of the  Corporation,  shall be given, in the
manner provided above, not less than 25 nor more than 60 days before the date of
the meeting.  Any notice given pursuant to this  paragraph  shall state that the
purpose,  or one of the purposes,  of the meeting is to consider such action and
shall be accompanied by (x) a copy of the proposed amendment,  (y) a copy of the
proposed  plan of merger or share  exchange,  or (z) a summary of the  agreement
pursuant to which the proposed  transaction will be effected.  If only a summary
of the agreement is sent to the stockholders,  the Corporation shall also send a
copy of the agreement to any stockholder who requests it.

         If a meeting is adjourned to a different  date,  time or place,  notice
need not be given if the new date,  time or place is  announced  at the  meeting
before  adjournment.  However,  if a new record date for an adjourned meeting is
fixed  (which  shall be done if the meeting is adjourned to a date more than 120
days after the date fixed for the original  meeting),  notice of such date shall
be given to those persons  entitled to notice who are stockholders as of the new
record date, unless a court provides otherwise.

         Section 1.7 Quorum and Voting  Requirements.  Each outstanding share of
common stock shall be entitled to one vote on each matter submitted to a vote at
a meeting of stockholders.  Shares of other classes and series shall be entitled
to such vote as may be provided in the Articles of Incorporation.

         Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless otherwise required by law, a majority of the votes entitled to be
cast on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Once a share is represented for any purpose at a meeting,
it is deemed  present for quorum  purposes for the  remainder of the meeting and
for any  adjournment of that meeting unless a new record date is or shall be set
for that adjourned meeting. If a quorum exists,  action on a matter,  other than
the  election  of  directors,  by a voting  group is  approved if the votes cast
within the voting group  favoring the action  exceed the votes cast opposing the
action,  unless a greater number of  affirmative  votes is required by law or by
the Articles of Incorporation.  Directors shall be elected by a plurality of the
votes cast by the shares  entitled to vote in the election at a meeting at which
a quorum is present  unless a  different  vote in  required  by the  Articles of
Incorporation. Less than a quorum may adjourn a meeting.

         Section 1.8 Proxies.  A stockholder may vote his shares in person or by
proxy.  A  stockholder  may appoint a proxy to vote or otherwise  act for him by
<PAGE>
signing an appointment form, either  personally or by his  attorney-in-fact.  An
appointment  of a proxy is  effective  when  received by the  Secretary or other
officer or agent  authorized to tabulate votes and is valid for 11 months unless
a longer period is expressly provided in the appointment form. An appointment of
a  proxy  is  revocable  by  the  stockholder   unless  the   appointment   form
conspicuously  states that it is irrevocable and the appointment is coupled with
an interest.

         The death or incapacity of the stockholder  appointing a proxy does not
affect the right of the  Corporation  to accept  the  proxy's  authority  unless
notice of the death or  incapacity is received by the Secretary or other officer
or agent  authorized to tabulate votes before the proxy  exercises his authority
under the appointment.  An irrevocable  appointment is revoked when the interest
with which it is  coupled  is  extinguished.  A  transferee  for value of shares
subject to an irrevocable  appointment  may revoke the appointment if he did not
know of its  existence  when he  acquired  the shares and the  existence  of the
irrevocable   appointment  was  not  noted   conspicuously  on  the  certificate
representing  the shares.  Subject to any legal  limitations on the right of the
Corporation  to accept  the vote or other  action of a proxy and to any  express
limitation  on the proxy's  authority  appearing on the face of the  appointment
form, the  Corporation is entitled to accept the proxy's vote or other action as
that of the stockholder  making the appointment.  Any fiduciary entitled to vote
any shares may vote such shares by proxy.

         Section 1.9 Waiver of Notice;  Attendance at Meeting. A stockholder may
waive any notice required by law, the Articles of  Incorporation or these Bylaws
before or after the date and time of the  meeting  that is the  subject  of such
notice. The waiver shall be in writing, be signed by the stockholder entitled to
the notice,  and be delivered to the Secretary of the  Corporation for inclusion
in the minutes or filing with the corporate records.

         A stockholder's attendance at a meeting (i) waives objection to lack of
notice or  defective  notice  of the  meeting,  unless  the  stockholder  at the
beginning of the meeting objects to holding the meeting or transacting  business
at the  meeting,  and (ii) waives  objection  to  consideration  of a particular
matter at the meeting  that is not within the purpose or purposes  described  in
the meeting  notice,  unless the  stockholder  objects to considering the matter
when it is presented.

         Section 1.10 Action Without Meeting. Action required or permitted to be
taken at a  stockholders'  meeting  may be taken  without a meeting  and without
action by the Board of Directors if the action is taken by all the  stockholders
entitled to vote on the action.  The action  shall be  evidenced  by one or more
written  consents  describing the action taken,  signed by all the  stockholders
entitled  to  vote  on  the  action,  and  delivered  to  the  Secretary  of the
Corporation  for inclusion in the minutes or filing with the corporate  records.
Action taken under this section  shall be effective  according to its terms when
all  consents  are in the  possession  of the  Corporation.  A  stockholder  may
withdraw a consent only by  delivering  a written  notice of  withdrawal  to the
Corporation  prior to the time that all  consents are in the  possession  of the
Corporation.

         If not otherwise  fixed  pursuant to the provisions of Section 1.1, the
record date for  determining  stockholders  entitled  to take  action  without a
meeting is the date the first  stockholder  signs the consent  described  in the
preceding paragraph.
<PAGE>
         If  notice of  proposed  action is  required  to be given to  nonvoting
stockholders  and the action is to be taken by  unanimous  consent of the voting
stockholders,  the  Corporation  shall give its nonvoting  stockholders  written
notice of the proposed action at least ten days before the action is taken.  The
notice shall contain or be accompanied by the same material that would have been
required by law to be sent to nonvoting stockholders in a notice of a meeting at
which the proposed  action would have been  submitted  to the  stockholders  for
action.

         Section  1.11 Voting List.  The officer or agent  having  charge of the
stock  transfer  books of the  Corporation  shall make, at least ten days before
each meeting of stockholders,  a complete list of the  stockholders  entitled to
vote at such  meeting or any  adjournment  thereof,  with the address of and the
number of shares held by each.  The list shall be  arranged by voting  group and
within each voting  group by class or series of shares.  Such list shall be kept
on file at the registered office of the Corporation,  or at its principal office
or at the office of its transfer  agent or  registrar,  for a period of ten days
prior to such meeting and shall be subject to the inspection of any  stockholder
at any time during usual  business  hours.  Such list shall also be produced and
kept  open at the time and place of the  meeting  and  shall be  subject  to the
inspection  of any  stockholder  during  the whole time of the  meeting  for the
purposes  thereof.  The  original  stock  transfer  books  shall be prima  facia
evidence  as to who  are the  stockholders  entitled  to  examine  such  list or
transfer  books or to vote at any  meeting of the  stockholders.  The right of a
stockholder  to  inspect  such list at any other  time  shall be  subject to the
limitations established by law.

         If the  requirements  of  this  section  have  not  been  substantially
complied with, the meeting shall,  on the demand of any stockholder in person or
by proxy, be adjourned until such  requirements  are met.  Refusal or failure to
prepare or make available the stockholders' list does not affect the validity of
action  taken at the  meeting  prior to the making of any such  demand,  but any
action  taken by the  stockholders  after the making of any such demand shall be
invalid and of no effect.


                             ARTICLE II - DIRECTORS

         Section  2.1  General  Powers.  The  Corporation  shall have a Board of
Directors. All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation  managed under the direction of,
its Board of Directors,  subject to any  limitation set forth in the Articles of
Incorporation.

         Section 2.2 Number and Term. The number of directors of the Corporation
shall be fifteen.  This number may be changed  from time to time by amendment to
these  Bylaws to  increase  or  decrease  by 30  percent  or less the  number of
directors  last  elected  by the  stockholders,  but only the  stockholders  may
increase or decrease  the number by more than 30 percent.  No decrease in number
shall have the effect of  shortening  the term of any incumbent  director.  Each
director shall hold office until his death,  resignation or removal or until his
successor is elected.
<PAGE>

         Section 2.3 Nomination of  Candidates.  No person shall be eligible for
election  as a director  unless  nominated  (i) by the Board of  Directors  upon
recommendation of the Nominating Committee or otherwise or (ii) by a stockholder
entitled to vote on the election of  directors  pursuant to the  procedures  set
forth in this Section 2.3; provided,  however,  that no person shall be eligible
to be  elected a director  after age  seventy,  except  that  directors  who are
sixty-three or over and serving on February 20, 1997 shall not be eligible to be
elected a director after age seventy-two.

         Nominations,  other than those made by the Board of  Directors,  may be
made only by a stockholder  who is a stockholder  of record of a class of shares
entitled  to vote for the  election  directors  at the time of the giving of the
notice  hereinafter  described in this Section 2.3 and only if written notice of
the  stockholder's  intent to  nominate  one or more  persons  for  election  as
directors  at a meeting  of  stockholders  has been  given,  either by  personal
delivery or by United States certified mail,  postage prepaid,  addressed to the
Secretary of the  Corporation  at the principal  office of the  Corporation  and
received (i) on or after December 1st of the year immediately preceding the year
in which the  meeting  will be held and before  January 1st of the year in which
the meeting will be held,  if the meeting is to be an annual  meeting and clause
(ii) is not applicable,  or (ii) not less than 60 days before an annual meeting,
if the date of the applicable annual meeting, as prescribed in these Bylaws, has
been changed by more than 30 days, or (iii) not later than the close of business
on the tenth day  following  the day on which  notice  of a special  meeting  of
stockholders  called for the  purpose of  electing  directors  is first given to
stockholders.

         Each such stockholder's notice shall set forth the following: (i) as to
the stockholder  giving the notice (a) the name and address of such  stockholder
as they appear on the  Corporation's  stock  transfer  books,  (b) the class and
number  of  shares  of  stock  of the  Corporation  beneficially  owned  by such
stockholder,  (c) a  representation  that such  stockholder  is a stockholder of
record and  intends to appear in person or by proxy at such  meeting to nominate
the person or persons  specified  in the notice,  and (d) a  description  of all
arrangements  or  understandings,  if any,  between  such  stockholder  and each
nominee and any other person or persons (naming such person or persons) pursuant
to which  the  nomination  or  nominations  are to be made;  and (ii) as to each
person whom the  stockholder  wishes to nominate  for election as a director (a)
the name, age, business address and, if known, residence address of such person,
(b) the principal  occupation  or  employment of such person,  (c) the class and
number of shares of the Corporation which are beneficially owned by such person,
and (d) all other  information  that is required to be disclosed  about nominees
for  election as  directors  in  solicitations  of proxies  for the  election of
directors under the Securities Exchange Act of 1934, as amended, or otherwise by
the  rules  and  regulations  of the  Securities  and  Exchange  Commission.  In
addition,  each such notice shall be accompanied by the written  consent of each
proposed nominee to serve as a director if elected. Each such consent shall also
contain a statement from the proposed nominee to the effect that the information
about him contained in the notice is correct.

         Section 2.4 Election. Except as provided in Section 2.5 of this Article
and in the  Articles of  Incorporation,  the  directors  shall be elected by the
<PAGE>

common stockholders and preferred  stockholders entitled to vote with the common
stockholders  at the annual  meeting of  stockholders,  and those  nominees  who
receive the greatest number of votes shall be deemed elected even though they do
not receive a majority of the votes cast.
No individual shall be named or elected as a director without his prior consent.

         Section 2.5 Removal; Vacancies. The stockholders may remove one or more
directors,  with or without  cause.  If a director is elected by a voting group,
only the  stockholders  of that voting group may vote to remove him.  Unless the
Articles of  Incorporation  require a greater vote, a director may be removed if
the  number of votes  cast to remove him  constitutes  a  majority  of the votes
entitled to be cast at an election of  directors  of the voting  group or voting
groups by which such  director  was  elected.  A director  may be removed by the
stockholders  only at a meeting  called for the purpose of removing  him and the
notice of the meeting must state that the purpose, or one of the purposes of the
meeting, is removal of the director.

         A vacancy on the Board of Directors, including a vacancy resulting from
the  removal of a director or an  increase  in the number of  directors,  may be
filled  by (i) the  stockholders,  (ii) the  Board  of  Directors  or (iii)  the
affirmative  vote of a majority of the  remaining  directors  though less than a
quorum of the Board of  Directors,  and may, in the case of a  resignation  that
will become  effective at a specified  later date,  be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.

         Section  2.6   Compensation.   The  Board  of  Directors  may  fix  the
compensation  of directors for their services and may provide for the payment of
all expenses  incurred by directors in attending regular and special meetings of
the Board of Directors.

         Section  2.7  Change  of  Responsibility.  A  member  of the  Board  of
Directors who has a significant  change in job  responsibility  or who ceases to
continue to hold the job held at the last Annual  Shareholders'  Meeting,  shall
offer a letter of  resignation  to the  Board of  Directors  promptly  upon such
change of responsibility or job.


                        ARTICLE III - DIRECTORS' MEETINGS

         Section 3.1 Annual and Regular Meetings. An annual meeting of the Board
of  Directors,  which  shall be  considered  a  regular  meeting,  shall be held
immediately  following each annual meeting of  stockholders,  for the purpose of
electing  officers  and  carrying on such other  business as may  properly  come
before  the  meeting.  The  Board of  Directors  may also  adopt a  schedule  of
additional meetings which shall be considered regular meetings. Regular meetings
shall  be  held  at such  times  and at  such  places,  within  or  without  the
Commonwealth  of Virginia,  as the Chairman or, in his absence,  the  President,
shall  designate.  If no place is designated,  regular meetings shall be held at
the principal office of the Corporation.

         Section  3.2  Special  Meetings.  Special  meetings  of  the  Board  of
Directors shall be held on the call of the Chairman,  the President or any three
<PAGE>

members of the Board of Directors at the principal  office of the Corporation or
at such other place as the Chairman,  or in his absence,  the  President,  shall
designate.

         Section 3.3 Telephone  Meetings.  The Board of Directors may permit any
or all directors to participate  in a regular or special  meeting by, or conduct
the  meeting  through  the use of,  any  means of  communication  by  which  all
directors participating may simultaneously hear each other during the meeting. A
director  participating  in a meeting  by this  means is deemed to be present in
person at the meeting.

Section 3.4 Notice of Meetings. No notice  need  be given of regular meetings of
the Board of Directors.

         Notice of special  meetings of the Board of Directors shall be given to
each  director in person or delivered to his residence or business  address,  or
such other  place as he may have  directed  in  writing,  not less than 24 hours
before the meeting by mail, messenger,  telecopy,  telegraph,  or other means of
written  communication  or by  telephoning  such notice to him.  Any such notice
shall  set forth the time and place of the  meeting  and state the  purpose  for
which it is called.

         Section 3.5 Quorum; Voting. A majority of the number of directors fixed
in these Bylaws shall  constitute a quorum for the  transaction of business at a
meeting of the Board of Directors.  If a quorum is present when a vote is taken,
the  affirmative  vote of a majority of the directors  present is the act of the
Board of  Directors  unless the act of a greater  number is required by law, the
Articles  of  Incorporation  or these  Bylaws.  A  director  who is present at a
meeting of the Board of Directors  when  corporate  action is taken is deemed to
have  assented to the action taken unless (i) he objects at the beginning of the
meeting,  or promptly upon his arrival,  to holding it or transacting  specified
business at the meeting;  or (ii) he votes against, or abstains from, the action
taken.

         Section 3.6 Waiver of Notice;  Attendance  at Meeting.  A director  may
waive any notice required by law, the Articles of Incorporation, or these Bylaws
before or after the date and time stated in the notice, and such waiver shall be
equivalent  to the  giving  of such  notice.  Except  as  provided  in the  next
paragraph  of this  section,  the  waiver  shall be in  writing,  signed  by the
director entitled to the notice and filed with the minutes or corporate records.

         A director's  attendance at or  participation  in a meeting  waives any
required  notice to him of the meeting  unless the director at the  beginning of
the  meeting or  promptly  upon his  arrival  objects to holding  the meeting or
transacting  business at the meeting and does not thereafter  vote for or assent
to action taken at the meeting.

         Section 3.7 Action Without Meeting.  Action required or permitted to be
taken at a Board of  Directors'  meeting  may be taken  without a meeting if the
action is taken by all members of the Board.  The action  shall be  evidenced by
one or more  written  consents  describing  the  action  taken,  signed  by each
director either before or after the action taken, and included in the minutes or
filed with the corporate records reflecting the action taken. Action taken under
<PAGE>

this section shall be effective  when the last director signs the consent unless
the consent specifies a different effective date in which event the action taken
is effective as of the date specified  therein,  provided the consent states the
date of execution by each director.


                       ARTICLE IV - COMMITTEE OF DIRECTORS

         Section 4.1  Committees.  The Board of Directors may create one or more
committees  and  appoint  members  of the Board of  Directors  to serve on them.
Unless otherwise provided herein,  each committee shall have two or more members
who serve at the pleasure of the Board of Directors. The creation of a committee
and  appointment  of members to it shall be approved by the number of  directors
required to take action under Section 3.5 of these Bylaws.

         Section 4.2  Authority of  Committees.  To the extent  specified by the
Board of  Directors,  each  committee may exercise the authority of the Board of
Directors,  except  that a  committee  may  not  (i)  approve  or  recommend  to
stockholders action that is required by law to be approved by stockholders; (ii)
fill vacancies on the Board of Directors or any of its  committees;  (iii) amend
the Articles of Incorporation without stockholder  approval;  (iv) adopt, amend,
or repeal these Bylaws;  (v) approve a plan of merger not requiring  stockholder
approval;  (vi)  authorize  or approve a  distribution,  except  according  to a
general  formula  or  method  prescribed  by the  Board of  Directors;  or (vii)
authorize or approve the  issuance,  or sale or contract  for sale of stock,  or
determine the designation and relative rights, preferences, and limitations of a
class or series of stock,  except that the Board of  Directors  may  authorize a
committee,  or a senior executive  officer of the  Corporation,  to do so within
limits specifically prescribed by the Board of Directors.

         Section 4.3 Executive  Committee.  The Board of Directors shall appoint
an Executive  Committee  consisting of two or more  directors,  which  committee
shall have all of the  authority of the Board of Directors  except to the extent
such authority is limited by the provisions of Section 4.2.

         Section 4.4 Audit  Committee.  The Board of Directors  shall appoint an
Audit Committee consisting of not less than three directors,  none of whom shall
be  officers,  which  committee  shall  regularly  review  the  adequacy  of the
Corporation's  internal  financial  controls,   review  with  the  Corporation's
independent public accountants the annual audit and other financial  statements,
and recommend the selection of the Corporation's independent public accountants.

         Section 4.5 Nominating Committee.  The Board of Directors shall appoint
a Nominating Committee  consisting of not less than three directors,  a majority
of whom shall not be officers or employees,  which  committee shall recommend to
the Board of  Directors  the names of persons to be  nominated  for  election as
directors of the Corporation.

         Section  4.6  Compensation  Committee.  The  Board of  Directors  shall
appoint a compensation  committee  consisting of not less than three  directors,
<PAGE>

none of whom shall be officers,  which committee shall recommend to the Board of
Directors the  compensation  of directors and those officers of the  Corporation
who are directors,  make awards under the Corporation's  discretionary  employee
benefit  plans,  and  make  recommendations  from  time to time to the  Board of
Directors regarding the Corporation's compensation program.

         Section 4.7 Committee Meetings;  Miscellaneous. The provisions of these
Bylaws which govern  meetings,  action  without  meetings,  notice and waiver of
notice, and quorum and voting  requirements of the Board of Directors shall also
apply to committees of directors and their members.


                              ARTICLE V - OFFICERS

         Section  5.1  Officers.  The  officers  of the  Corporation  shall be a
Chairman, a Chief Executive Officer, a President, a Secretary, a Chief Financial
Officer,  and such  additional  officers,  including  Vice  Presidents and other
officers,  as the Chief  Executive  Officer or the Board of  Directors  may deem
necessary or advisable to conduct the business of the Corporation.  The Chairman
and the  President  shall be members of the Board of  Directors  and one of them
shall be designated as Chief  Executive  Officer.  The Board of Directors  shall
also designate those officers who are deemed to be "Executive Officers." Any two
offices may be combined except the offices of President and Secretary.

         Section 5.2 Election, Term. Executive Officers shall be elected at each
annual meeting of the Board of Directors and shall hold office,  unless removed,
until  the next  annual  meeting  of the  Board  of  Directors  or  until  their
successors  are  elected.  All other  officers  shall be  appointed by the Chief
Executive Officer and shall hold office, unless removed,  until their successors
are  appointed.  Any officer may resign at any time upon  written  notice to the
authority which appointed him.

         Section  5.3  Removal  of  Officers.  Officers  elected by the Board of
Directors  may be removed,  with or without  cause,  at any time by the Board of
Directors.  Appointed officers may be similarly removed by the person having the
authority to appoint them.

         Section 5.4 Duties of the Chief Executive Officer.  The Chief Executive
Officer  shall  have  general  charge  of,  and be  charged  with,  the  duty of
supervision of the business of the  Corporation.  In addition,  he shall perform
such  duties,  from  time to time,  as may be  assigned  to him by the  Board of
Directors.

         Section 5.5 Duties of the  Chairman.  Unless he declines to serve,  the
Chairman  shall  preside at all  meetings of the  stockholders  and the Board of
Directors and perform such duties,  from time to time, as may be assigned to him
by the Board of Directors.

         Section  5.6 Duties of the  President.  The  President  shall have such
powers and duties as generally  pertain to that  position and, in the absence of
the Chairman,  unless he declines to serve,  he shall preside at all meetings of
the  stockholders  and the Board of  Directors.  He shall  further  perform such
<PAGE>

duties as may,  from time to time,  be  assigned  to him by the Chief  Executive
Officer or the Board of Directors.

         Section 5.7 Duties of the Secretary.  The Secretary shall have the duty
to see that a record of the proceedings of each meeting of the  stockholders and
the Board of Directors, and any committee of the Board of Directors, is properly
recorded and that notices of all such meetings are duly given in accordance with
the provisions of these Bylaws or as required by law; he may affix the corporate
seal to any document  the  execution  of which is duly  authorized,  and when so
affixed  may attest the same;  and,  in  general,  he shall  perform  all duties
incident to the office of secretary of a corporation,  and such other duties as,
from time to time, may be assigned to him by the Chief Executive  Officer or the
Board of Directors, or as may be required by law.

         Section 5.8 Duties of the Chief Financial Officer.  The Chief Financial
Officer  shall have  charge of and be  responsible  for all  securities,  funds,
receipts and disbursements of the Corporation,  and shall deposit or cause to be
deposited,  in the name of the  Corporation,  all monies or valuable  effects in
such banks,  trust companies or other  depositories as shall, from time to time,
be selected by or under authority granted by the Board of Directors; he shall be
custodian of the financial records of the Corporation; he shall keep or cause to
be kept full and  accurate  records of all  receipts  and  disbursements  of the
Corporation  and shall render to the  Chairman,  the  President and the Board of
Directors,  whenever  requested,  an account of the  financial  condition of the
Corporation;  and shall  perform  such  duties as may be  assigned to him by the
Chief Executive Officer or the Board of Directors.

         Section  5.9  Duties  of Other  Officers.  The  other  officers  of the
Corporation  shall  have such  authority  and  perform  such  duties as shall be
prescribed  by the Board of Directors or by officers  authorized to appoint them
to their respective  offices.  To the extent that such duties are not so stated,
such officers shall have such  authority and perform the duties which  generally
pertain  to their  respective  offices,  subject  to the  control  of the  Chief
Executive Officer or the Board of Directors.

         Section 5.10 Voting  Securities of Other  Corporations.  Any one of the
Chairman,  the President or the Chief Financial  Officer shall have power to act
for and vote on behalf of the Corporation at all meetings of the stockholders of
any corporation in which this Corporation holds stock, or in connection with any
consent of stockholders in lieu of any such meeting.

         Section 5.11 Certain Agents.  The Chief Executive Officer or such other
officer  as he  may  authorize  may  from  time  to  time  engage  employees  of
subsidiaries  of the  Corporation  to be agents for the  Corporation  to perform
staff  or  operational  functions.  Such  persons  may  act  on  behalf  of  the
Corporation under such titles (including designations as divisional officers) as
may be  specified  from  time to time by the  Chief  Executive  Officer,  but no
engagement under this section shall constitute such agent an employee or officer
of the  Corporation.  Such agents shall perform the duties assigned to them from
time to time by the  Chief  Executive  Officer  or by any other  officer  of the
Corporation authorized to make such assignments.  Any such agent may be removed,
<PAGE>
with or without cause, at any time by the Chief Executive Officer.  This section
shall  not  limit  the  authority  any  officer  or any  other  employee  of the
Corporation  may  otherwise  have  respecting  the  engagement of agents for the
Corporation.

         Section 5.12 Bonds.  The Board of Directors may require that any or all
officers,  employees and agents of the Corporation give bond to the Corporation,
with  sufficient  sureties,  conditioned  upon the faithful  performance  of the
duties of their respective offices or positions.


                       ARTICLE VI - CERTIFICATES OF STOCK

         Section 6.1 Form. Stock of the Corporation  shall,  when fully paid, be
evidenced by certificates  containing such information as is required by law and
approved  by the  Board  of  Directors.  Certificates  shall  be  signed  by the
President or any Vice  President and the Secretary or an Assistant  Secretary or
the  Treasurer or an Assistant  Treasurer  and may (but need not) be sealed with
the seal of the Corporation. Any such signature may be a facsimile,  engraved or
printed,  if the certificate is  countersigned,  manually or by facsimile,  by a
transfer agent, or registered by a registrar,  other than the Corporation itself
or an  employee  of the  Corporation.  In case any such  officer  or  authorized
officer of the  transfer  agent or registrar  who has signed or whose  facsimile
signature has been placed upon any such certificate shall have ceased to be such
officer or  authorized  officer of the transfer  agent or registrar  before such
certificate is issued, the certificate shall, nevertheless, be valid.

         Section  6.2  Lost,  Stolen  or  Destroyed  Stock   Certificates.   The
Corporation  may issue a new stock  certificate in the place of any  certificate
theretofore  issued which is alleged to have been lost,  stolen or destroyed and
may require the owner of such certificate, or his legal representative,  to give
the Corporation a bond, sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.

         Section 6.3  Transfer.  The Board of Directors  may make such rules and
regulations  concerning  the issue,  registration  and transfer of  certificates
representing  the stock of the  Corporation as it deems  necessary or proper and
may appoint transfer agents and registrars. Unless otherwise provided, transfers
of stock and of the certificates  representing such stock shall be made upon the
books  of the  Corporation  by  surrender  of the  certificates  for  the  stock
transferred,  accompanied  by written  assignments  given by the owners or their
attorneys-in-fact.


                         ARTICLE VII - VIRGINIA CONTROL
                            SHARE ACQUISITION STATUTE

         The  provisions of Article 14.1 of the Virginia Stock  Corporation  Act
(ss.13.1-728.1  et seq.) in effect on the 8th day of February,  1990,  shall not
apply to the acquisition of shares of this Corporation.
<PAGE>
                     ARTICLE VIII - MISCELLANEOUS PROVISIONS

         Section 8.1 Corporate Seal. The corporate seal of the Corporation shall
be  circular  and  shall  have   inscribed   thereon,   within  and  around  the
circumference, "FORT JAMES CORPORATION". In the center shall be the word "SEAL".

         Section 8.2 Fiscal Year.  The fiscal year of the  Corporation  shall be
determined in the  discretion  of the Board of Directors,  but in the absence of
any such determination it shall be a fiscal year of either 52 or 53 weeks ending
on the last Sunday in December.

         Section 8.3 Constitutive Resolutions.  A "Constitutive Resolution" is a
resolution  of the  Board of  Directors  which is (i)  designated  therein  as a
"Constitutive  Resolution"  and  (ii)  adopted  by  the  unanimous  vote  of the
directors  present  and  voting  if a quorum  is  present  when a vote is taken.
Notwithstanding  anything in Section 3.5 or any other  provision of these Bylaws
to the contrary,  a  Constitutive  Resolution  can only be  rescinded,  revoked,
amended or modified by the affirmative  vote of all the directors then in office
and the quorum of the Board of Directors which shall be present to consider such
action shall be the number of directors then in office.

         Section 8.4  Amendments.  These Bylaws may be amended or repealed,  and
new  Bylaws  may be made,  at any  regular  or  special  meeting of the Board of
Directors  by a majority  of the Board  except  that  action to adopt or amend a
bylaw that changes the quorum or voting  requirement  applicable  to meetings of
the Board of Directors  must meet the quorum  requirement  and be adopted by the
vote  required to take action  under the quorum and voting  requirement  then in
effect. Bylaws made by the Board of Directors may be repealed or changed and new
Bylaws may be made by the stockholders,  and the stockholders may prescribe that
any Bylaw made by them shall not be altered, amended or repealed by the Board of
Directors.