JAMES RIVER CORP OF VIRGINIA
S-8 POS, 1994-12-30
PAPER MILLS
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As filed with the Securities and Exchange Commission on December  30, 1994.
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                           _______________
                                  
     Post-Effective Amendment No. 1 to Registration No. 33-25851
                                  
                              Form S-8
                       Registration Statement
                  Under the Securities Act of 1933
                           _______________
                                  
                       JAMES RIVER CORPORATION
                             of Virginia
       (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.)

                         120 Tredegar Street
                      Richmond, Virginia  23219
        (Address of Principal Executive Offices and Zip Code)
                           _______________
                                  
                  JAMES RIVER II SALARIED EMPLOYEES
                       RETIREMENT SAVINGS PLAN
                      (Full title of the plan)
                                  
       CLIFFORD A. CUTCHINS, IV, ESQ., Senior Vice President,
                General Counsel, Corporate Secretary
                 James River Corporation of Virginia
                         120 Tredegar Street
                      Richmond, Virginia 23219
                           (804) 644-5411
     (Name, address, and telephone number of agent for service)
                                  
                                  


     On December 1, 1988, James River Corporation of Virginia ("James
River"  or  the  "Company"), filed with the Securities  and  Exchange
Commission  (the "Commission") a Registration Statement on  Form  S-8
(Registration  No. 33-25851) registering $56,187,922 of participation
interests in the James River II Salaried Employees Retirement Savings
Plan (the "JR II Plan") and an indeterminate number of shares of  the
Company's  common  stock,  par  value $.10  per  share  (the  "Common
Stock"), to be acquired pursuant to the operation of the JR II  Plan.
Effective  July  1, 1994, the JR II Plan was merged  into  the  James
River   Corporation  of  Virginia  StockPlus  Investment  Plan   (the
"StockPlus  Plan").   Persons who had accounts  in  the  JR  II  Plan
immediately  before July 1, 1994 are referred to  as  "Former  JR  II
Employees."   Each Former JR II Employee's accounts were  transferred
to  the  StockPlus  Plan as of July 1, 1994 and may  be  invested  as
described in the StockPlus Plan.  Therefore, interests are no  longer
held in the JR II Plan.

      The  Company  hereby  deregisters the  participation  interests
remaining  unsold  under the JR II Plan and further  deregisters  all
remaining  shares of the Common Stock which could have been  acquired
under the JR II Plan.

                             SIGNATURES


      The Registrant.  Pursuant to the requirements of the Securities
Act  of  1933, James River Corporation of Virginia certifies that  it
has   reasonable  grounds  to  believe  that  it  meets  all  of  the
requirements  for  filing  on  Form S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,
thereunto  duly authorized, in the City of Richmond, Commonwealth  of
Virginia, on the 29th day of December 1994.


                                JAMES RIVER CORPORATION
                                  of Virginia



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

     Pursuant to the requirements of the Securities Act of 1933, this
registration  statement has been signed by the following  persons  in
the capacities indicated and on the dates indicated below.

     Signature                  Title                          Date


/s/Robert C. Williams        Chairman, President, and        December 29, 1994
   Robert C. Williams        Chief Executive Officer and
                             Director (Principal Executive Officer)


/s/Stephen E. Hare           Senior Vice President,          December 21, 1994
   Stephen E. Hare           Corporate Finance and
                             Chief Financial Officer
                             (Principal Financial and Accounting Officer)


/s/FitzGerald Bemiss         Director                        December 22, 1994
   FitzGerald Bemiss


/s/William T. Burgin         Director                        December 22, 1994
   William T. Burgin


/s/Worley H. Clark, Jr.      Director                        December 22, 1994
   Worley H. Clark, Jr.


/s/William T. Comfort, Jr.   Director                        December 22, 1994
   William T. Comfort, Jr


/s/William V. Daniel         Director                        December 29, 1994
   William V. Daniel


/s/Bruce C. Gottwald         Director                        December 22, 1994
   Bruce C. Gottwald


/s/Robert M. O'Neil          Director                        December 22, 1994
   Robert M. O'Neil


/s/Joseph T. Piemont         Director                        December 29, 1994
   Joseph T. Piemont


/s/Anne M. Whittemore        Director                        December 22, 1994
   Anne M. Whittemore


     The Plan.  Pursuant to the requirements of the Securities Act of
1933,  the  Plan  has duly caused this registration statement  to  be
signed  on  its behalf by the undersigned, thereunto duly authorized,
in the City of Richmond, Commonwealth of Virginia, on the 29th day of
December 1994.


                              JAMES RIVER II SALARIED EMPLOYEES
                               RETIREMENT SAVINGS PLAN
                              
                              
                              
                              
                              By/s/Michael J. Allan
                                   Michael J. Allan
                                   Committee Member
                              
                              
                              
                              By/s/Joseph L. Fischer
                                   Joseph L. Fischer
                                   Committee Member
                              
                              
                              
                              By/s/Daniel J. Girvan
                                   Daniel J. Girvan
                                   Committee Member
                              
                              
                              
                              By/s/Stephen E. Hare
                                   Stephen E. Hare
                                   Committee Member
                              
                              
                              
                              By/s/Joseph T. Piemont
                                   Joseph T. Piemont
                                   Committee Member
                              
                              
                              
                              By/s/Robert C. Williams
                                   Robert C. Williams
                                   Committee Member (Chairman)



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