RICHMOND, Va., Sept. 22 /PRNewswire/ -- Fort James Corporation announced
that as of 5:00 p.m., New York City time, on September 19, 1997, its wholly
owned subsidiary Fort Howard Corporation had received consents and tenders
from registered holders representing more than a majority of the outstanding
principal amount of each of Fort Howard's 8-1/4% Senior Notes due 2002, its 9%
Senior Subordinated Notes due 2006, its 9-1/4% Senior Notes due 2001 and its
10% Subordinated Notes due 2003 (collectively, the "Notes".)  The Notes are
the subject of concurrent cash tender offers and consent solicitations, which
commenced on September 8, 1997.
    Upon the expiration of the consent solicitation period at 5:00 p.m. New
York city time on September 19, 1997, Fort Howard executed supplemental
indentures reflecting the proposed amendments to the Indentures governing the
Notes.  These amendments substantially modify or eliminate the restrictive
covenants in the Indentures, and they will become operative if and when Fort
Howard purchases the Notes upon completion of the tender offers.  Holders of
untendered Notes will be bound by the amendments if and when they become
operative.
    As previously announced, the tender offers will expire at midnight, New
York City time, on Friday, October 3, 1997, unless extended.  Holders may
tender their Notes until such expiration time.  Noteholders must consent to
the proposed amendments in order to validly tender.  Holders tendering after
5:00 p.m., New York City time, on September 19, however, will not be entitled
to receive the consent payment.  The tender offer payment, the consent
payment, if applicable, and accrued and unpaid interest will be paid on the
third trading day following the expiration of the applicable tender offer.
    Separately, Fort Howard also received consents from registered owners
representing more than a majority of the outstanding Pass Through
certificates, Series 1991, to certain amendments to the related Amended and
Restated Participation Agreement.
    The tender offers and consent solicitations are components of a plan
designed to refinance an aggregate of approximately $2.3 billion in principal
amount of debt of Fort James Corporation and Fort Howard Corporation, which
merged with a wholly-owned subsidiary of Fort James on August 13, 1997.
    Morgan Stanley Dean Witter is the dealer manager for the tender offers.
Questions regarding the terms of the tender offers may be directed to Morgan
Stanley & Co. Incorporated, at 800-624-1808.  Copies of the offering documents
may be obtained by calling D.F. King & Co. Inc. at 800-290-6424.
    This news release is neither an offer to purchase nor a solicitation of an
offer to sell securities.  The tender offers are only made pursuant to the
offering documents.
    Fort James is a leading international consumer products company, serving
consumers both at home and away-from-home with bathroom and facial tissue,
paper towels, napkins, and cups and plates.  The company's popular brands
include Quilted Northern, Brawny, Dixie, Vanity Fair, Mardi Gras, Green
Forest, Soft 'N Gentle and So-Dri in North America and Lotus, Tenderly,
Colhogar and Kittensoft in Europe.  Fort James also produces folding cartons
for packaging food and pharmaceuticals and communications papers such as
printing, publishing and office copy paper.  The company has approximately
30,000 employees and more than 65 manufacturing facilities in the U.S., Canada
and 12 European countries.
    Copies of today's news release, along with additional information on Fort
James, is available, at no charge, by calling 888-526 3711.  You may also
access the company's web site at Internet address http://www.fortjames.com.

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