

                         EXHIBIT 10.9.1

          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 E. R. MANNING of 741 Washington Road, Woodbury,
Connecticut 06798 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                                         Its              


/s/ Leonard M. Saari                  /s/ E. R. Manning           
Witness

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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 E. R. MANNING of 741 Washington Road, Woodbury, Connecticut
06798 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 i(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 occur-
          red 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:

     (d)  The Corporation shall pay for or provide the Executive
          individual out-placement assistance as offered by a


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          member firm of the Association of Out-Placement Consult-
          ing 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 Corporation 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

         (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

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          Executive in a lump sum not later than thirty (30) busi-
          ness 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



                               By  /s/ A. P. Gammie                
                               Its

/s/ R. E. Gustafson           
Witness


/s/ Leonard M. Saari                                       
Witness 
                               /s/ E. R. Manning



