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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
FORT JAMES CORPORATION
(formerly, JAMES RIVER CORP. OF VIRGINIA)
__________________________________________
(Name of Issuer)
Convertible Preferred Stock
__________________________________________
(Title of Class of Securities)
470349887
______________________________
(CUSIP Number)
________________
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 5 Pages<PAGE>
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CUSIP No. 470349887 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER None
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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Page 3 of 5 Pages
Item 1(a). NAME OF ISSUER:
Fort James Corporation (formerly, James River
Corp. of Virginia)
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
120 Tredegar Street
Richmond, VA 23219
Item 2(a). NAME OF PERSON FILING:
College Retirement Equities Fund
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
730 Third Avenue
New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
Incorporated in the State of New York
Item 2(d). TITLE OF CLASS OF SECURITIES:
Convertible Preferred Stock
Item 2(e). CUSIP NUMBER: 470349887
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS:
(a) ( ) Broker or dealer registered under Section 15 of the Act,
(b) ( ) Bank as defined in Section 3(a)(6) of the Act,
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act,
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) ( ) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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Page 4 of 5 Pages
Item 4. OWNERSHIP.
(a) Amount Beneficially Owned: None
(b) Percent of Class: 0%
(c) Number of shares as to which such person has
(i) sole power to vote or direct the vote: None
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct
the disposition of: None
(iv) shared power to dispose or to direct the disposition: None
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ( X ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
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Page 5 of 5 Pages
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: September 9, 1997
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Diane Axelrod
_______________________________
Diane Axelrod,
Senior Managing Director -
CREF Administration and Trading
