

                         EXHIBIT 10.8.1     


THIS AMENDMENT, made the 23rd day of August, 1989 by BOWATER
INCORPORATED, a Delaware corporation having a mailing address of
One Parklands Drive, Darien, Connecticut 06820 (the
"Corporation"), and J. C. DAVIS of 11 Babbs Hollow, Greenville,
South Carolina 29607 the ("Executive").

     WHEREAS, the Corporation and the Executive entered into an
Employment Agreement dated August 25, 1988 (the "Employment
Agreement"); and

     WHEREAS, the Corporation and the Executive now wish to amend
the Employment Agreement in the manner hereinafter set forth;

     NOW, THEREFORE, the Employment Agreement is hereby amended,
effective August 23, 1989, as follows:

     1.   The first sentence of Section 8 of the Employment
Agreement shall be deleted and the following shall be substituted
therefor:

     8.   Severance Pay.  If the Executive's employment hereunder
          is involuntarily terminated for any reason other than
          those set forth in Section 2(c) hereof, then unless the
          Corporation shall have terminated the Executive for
          "Cause", the Corporation shall pay the Executive
          severance pay in the amount equal to twenty-four (24)
          months of the Executive's base salary on the effective
          date of the termination plus 1/12 of the amount of the
          last bonus paid to the Executive under the
          Corporation's bonus plan applicable to the Executive
          for each month in the period beginning on January 1 of
          the year in which the date of the termination occurs
          and ending on the date of the termination and for each
          months' base salary to which the Executive is entitled
          under this Section 8, provided however, that any amount
          paid to the Executive for services rendered subsequent
          to the thirtieth (30th) day following the communication
          to the Executive of notice of termination shall be
          deducted from the severance pay otherwise due
          hereunder.

     Except as hereby amended, all other provisions of the
Employment Agreement shall remain in full force and in effect. 
All capitalized terms not otherwise defined herein shall have the
meaning assigned to such terms in the Employment Agreement.


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     IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the day and year first above written.



                                   BOWATER INCORPORATED

/s/ R. E. Gustafson                  By:/s/ A. P. Gammie           
Witness


/s/ Harriet S. Hubson                /s/ John C. Davis              
Witness                              J. C. DAVIS


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     THIS AMENDMENT, made the 23rd day of August, 1989 by BOWATER
INCORPORATED, a Delaware corporation having a mailing address of
One Parklands Drive, Darien, Connecticut 06820 (the
"Corporation"), and J. C. DAVIS of 11 Babbs Hollow, Greenville,
South Carolina 29607 the ("Executive").

     WHEREAS, the Corporation and the Executive entered into a
Severance Agreement dated August 25, 1988 (the "Severance
Agreement"); and

     WHEREAS, the Executive and the Corporation now wish to amend
the Severance Agreement in the manner hereinafter set forth;

     NOW, THEREFORE, the Severance Agreement is hereby amended,
effective August 23, 1989 in the following respects:

     1.    Section l(i) of the Severance Agreement shall be
deleted and the following shall be substituted therefor:

     (i)  "Person" shall mean any individual, corporation,
          partnership, group, association or other "person" as
          such term is used in Section 13(d) and 14(d) of the
          Exchange Act.

     2.   Section 3(b)(v) of the Severance Agreement shall be
renumbered as Section (b)(vi).

     3.   A new Section (b)(v) shall be added to the Severance
Agreement to read as follows:

     (v)  For each full or partial month in the period beginning
          on January lst of the year in which the date of the
          termination occurs and ending on the date of the
          termination, one-twelfth of the greater of (x) the
          highest amount of the actual bonus awarded to the
          Executive in the five (5) fiscal years immediately
          preceding the year in which the Change in Control
          occurred and (y) an amount equal to the amount the
          Executive would have been awarded under the
          Corporation's bonus plan in effect immediately prior to
          the Change in Control for the fiscal year in which the
          Change in Control occurred had the Executive continued
          to render services to the Corporation at the same level
          of performance, at the same level of salary, and in the
          same position as immediately prior to the Change in
          Control;

     4.   Sections 3(d) and 3(e) of the Severance Agreement
shall be renumbered as Section 3(f) and 3(g), respectively.

     5.   The following new Sections 3(d) and 3(e) shall be
added to the Severance Agreement:



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     (d)  The Corporation shall pay for or provide the Executive
          individual out-placement assistance as offered by a
          member firm of the Association of Out-Placement
          Consulting Firms.

     (e)  If any payment or benefit to or for the benefit of the
          Executive in connection with a Change in Control of the
          Corporation or termination of the Executive's
          employment following a Change in Control of the
          Corporation (whether pursuant to the terms of this
          Agreement, or any other plan or arrangement or
          agreement with the Corporation, any Person whose
          actions result in a Change in Control of the Cor-
          poration or any Affiliate or Associate of the
          Corporation or any such Person) is subject to the
          Excise Tax (as hereinafter defined), the Corporation
          shall pay to the Executive an additional amount such
          that the total amount of all such payments and benefits
          (including payments made pursuant to this Section 3(e))
          net of the Excise Tax and all other applicable federal,
          state and local taxes shall equal the total amount of
          all such payments and benefits to which the Executive
          would have been entitled, but for this Section 3(e),
          net of all applicable, federal, state and local taxes
          except the Excise Tax.  For purposes of this Section
          3(e), the term "Excise Tax" shall mean the tax imposed
          by Section 4999 of the Internal Revenue Code of 1986
          (the "Code") and any similar tax that may hereafter be
          imposed.

          The amount of the payment to the Executive under this
          Section 3(e) shall be estimated by a nationally
          recognized firm of certified public accountants (other
          than the Corporation's independent auditors) based upon
          the following assumptions:

          (i)  all payments and benefits to or for the benefit of
               the Executive in connection with a Change in
               Control of the Corporation or termination of the
               Executive's employment following a Change in
               Control of the Corporation shall be deemed to be
               "parachute payments" within the meaning of Section
               280G(b)(2) of the Code, and all "excess parachute
               payments" shall be deemed to be subject to the
               Excise Tax unless, in the opinion of tax counsel
               selected by the firm of certified public
               accountants charged with estimating the payment to
               the Executive under this Section 3(e), such
               payments or benefits are not subject to the Excise
               Tax; and


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         (ii)  the Executive shall be deemed to pay federal,
               state and local taxes at the highest marginal rate
               of taxation for the applicable calendar year.  
               The estimated amount of the payment due the
               Executive pursuant to this Section 3(e) shall be
               paid to the Executive in a lump sum not later than
               thirty (30) business days following the effective
               date of the termination.  In the event that the
               amount of the estimated payment is less than the
               amount actually due to the Executive under this
               Section 3(e), the amount of any such shortfall
               shall be paid to the Executive within ten (10)
               days after the existence of the shortfall is
               discovered.

     Except as hereby amended, all other provisions of the
Severance Agreement shall remain in full force and effect.  All
capitalized terms not otherwise defined herein shall have the
meaning assigned to such terms in the Severance Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the 23rd day of August, 1989.


                                   BOWATER INCORPORATED

/s/ R. E. Gustafson                  By /s/ A. P. Gammie        
Witness                                Its


/s/ Harriet S.Hubson                 /s/ John C. Davis             
Witness                             J. C. DAVIS



