
                         EXHIBIT 10.9.2

                          MODIFICATION
                               OF
               EMPLOYMENT AND SEVERANCE AGREEMENTS



     THIS AGREEMENT is made and entered into as of this llth day
of June, 1992, by and between Bowater Incorporated, a Delaware
corporation having a mailing address of One Parklands Drive, P.O.
Box 4012, Darien, Connecticut 06820-1412, (the "Corporation") ,
and E. R. Manning of 741 Washington Road, Woodbury, Connecticut
06798 (the "Executive").

     WHEREAS, the Corporation now employs the Executive as Vice
President and General Counsel pursuant to an Employment Agreement
dated March 24, 1988, and amended August 23, 1989, (the
"Employment Agreement") and the Corporation and the Executive are
parties to a Severance Agreement dated March 24, 1988, and
amended August 23, 1989, (the "Severance Agreement"); and

     WHEREAS, the Corporation has determined to relocate its
Headquarters offices from Darien, Connecticut to Greenville,
South Carolina, and

     WHEREAS, the Corporation wishes to continue the Executive's
employment under circumstances that give the Executive a high
level of assurance regarding his tenure as the Corporation's
General Counsel to induce the Executive to relocate to the
Greenville, South Carolina area and continue to serve as its
General Counsel for a period sufficient to assure continuity in
the conduct of the corporate counsel function over the transition
period created by the Headquarters move; and

     WHEREAS, in consideration of the inducements offered by the
Corporation, the Executive is willing to commit to a minimum
period of continued service in Greenville following the
Headquarters relocation, ending no sooner than April 1, 1996;

     NOW, THEREFORE, the parties hereto agree that the Employment
Agreement and the Severance Agreement shall be modified in the
following respects:

     1.   Employment Agreement.  The Employment Agreement is
hereby modified as follows:

     (a)  Term.  Section 2 of the Employment Agreement is amended
          to read in its entirety as follows:

     2.   "Term.

     (a)  Subject to the provisions of subparagraph (b) of this
          Section 2, the term of this Agreement, having begun on
          March 24, 1988, shall continue from the date of this
          Modification until the earlier of the termination of


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          the Executive's employment by the Corporation for
          'Cause' (as defined in the Severance Agreement); (ii)
          any date prior to April 1, 1996, on which date the
          Executive ceases (by his own decision or action,
          prompted by reasons other than 'Good Reason', as
          defined in the Severance Agreement) to serve as General
          Counsel of the Corporation; (iii) April 1, 1998; or
          (iv) such later date as may be agreed upon in writing
          by the Corporation and the Executive prior to the
          earlier of (i), (ii), or (iii) above.

     (b)  Notwithstanding Section 2(a), the term of this
          Agreement shall end upon the death of the Executive and
          shall be suspended following the inability of the
          Executive to perform his duties properly, whether by
          reason of ill-health, accident or other cause, for a
          period of one hundred and eighty (180) consecutive days
          or for periods totaling one hundred and eighty (180)
          days occurring within any twelve (12) consecutive
          calendar months, and shall remain suspended for so long
          as the Executive's condition qualifies him for benefits
          under the Corporation's Long Term Disability Insurance
          Program and for credit for years of service under the
          Bowater Incorporated Employees' Retirement Plan (the
          'Plan'), but not beyond the earlier of (i) the end of
          the Executive's period of disability or the Executive's
          'Normal Retirement Date', as that term is defined in
          the Plan.  Notwithstanding the termination of the term
          of this Agreement upon the Executive's death, the
          provisions of subsection 5 (g) shall remain in effect
          for such reasonable period following the Executive's
          death as shall be required for orderly evacuation and
          disposition of the Executive's Greenville residence by
          his surviving spouse (and/or the Executive's Executor,
          Administrator or personal representative)."

(b)  Position and Duties.  Section 3 of the Employment Agreement
     is amended to read as follows:

     "3.  Position and Duties.  At least until April 1, 1996, and
          thereafter until such later date as the Executive and
          the Corporation may agree upon as the termination of
          his tenure as General Counsel, the Executive shall be
          employed as Vice President and General Counsel of the
          Corporation, with the duties and responsibilities
          customarily attendant to that office, provided that the
          Executive shall undertake such other and further
          assignments and responsibilities of at least comparable
          status and consistent with his professional
          capabilities as the Board of Directors may direct.      
          After the termination of the Executive's tenure as
          General Counsel and until the termination of this
          Employment Agreement, the Executive shall continue to
          render services to the Corporation and shall undertake


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          such other and further assignments and responsibilities
          as the Board of Directors may direct.  The Executive
          shall diligently and faithfully devote his full working
          time and best efforts to the performance of the
          services under this Agreement and to the furtherance of
          the best interests of the Corporation; provided,
          however that if, after the Executive ceases to serve as
          General Counsel to the Corporation, the assignments and
          responsibilities assigned to the Executive by the
          Corporation's Board of Directors shall require less
          than the full time efforts of the Executive, the
          Corporation shall be deemed to have waived, and the
          Executive shall be relieved of, the obligation to
          devote his full working time to the Corporation."

     (c)  Place of Employment.  Section 4 of the Employment
          Agreement is amended to read as follows:

          "4.  Place of Employment.  Until the relocation of the
               Executive to the Corporation's Headquarters
               offices in Greenville, South Carolina, the
               Executive will be employed at the Corporation's
               offices in the City of Darien, Connecticut. 
               Following such relocation and for so long as the
               Executive remains General Counsel to the
               Corporation, the Executive will be employed at the
               Corporation's Headquarters offices in the City of
               Greenville, South Carolina (or such other place as
               the Corporation and the Executive mutually agree
               upon).  During any portion of the term of this
               Employment Agreement that the Executive is not
               employed as General Counsel to the Corporation,
               the Executive will be employed at a suitable
               facility within a twenty (20) mile radius of the
               Executive's residence in Connecticut (or, with the
               Executive's consent, at an appropriate location
               outside the State of Connecticut)."

     (d)  Compensation and Benefits.  Section 5 of the Employment
          Agreement is amended by substituting for subsections
          (a), (b) and (c) thereof the following amended
          subsections (a), (b) and (c) and adding thereto the
          following new subsection (g):

          "(a) Base Salary. The Corporation shall pay to the
          Executive a base salary at the annual rate of $188,000
          (effective as of January 1, 1992), payable in
          substantially equal periodic installments on the
          Corporation's regular payroll dates. The Executive's
          base salary shall be reviewed at least annually and
          from time to time may be increased (or reduced, if such
          reduction is effected pursuant to across-the-board
          salary reductions similarly affecting all management
          personnel of the Corporation at and above the


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          Executives salary grade."

          "(b) Bonus Plan.  In addition to his base salary, the
          Executive shall be entitled to receive a bonus(es)
          under the Corporation's bonus plan(s) in effect from
          time to time determined in the manner, at the time, and
          in the amount set forth under such plan; provided,
          however, that the annual bonus (or pro rata share
          thereof for periods less than one (1) year) payable to
          the Executive during his continued employment by the
          Corporation after he ceases to serve as General Counsel
          to the Corporation shall not be less than the sum of
          (i) an amount equal to the bonus the Executive would
          have received under the Corporation's annual bonus plan
          for the year in which the Executive ceased to serve as
          the Corporations's General Counsel, had the Executive
          continued to render services to the Corporation as its
          General Counsel at the same level of performance and at
          the same level of salary (or, if greater, the
          Executive's bonus for the preceding year), plus (ii) an
          amount equal to the pro-rated annual portion of the
          bonus most recently received by the Executive under the
          Corporation's Long Term Cash Incentive Plan prior to
          the termination of his tenure as General Counsel to the
          Corporation."

          "(c) Benefit Plans.   Throughout the term hereof, the
          Corporation shall provide benefits or make
          contributions or premium payments, as appropriate, on
          the Executive's behalf to the various benefit plans and
          programs of the corporation (including, but not limited
          to, the Corporation's health, accident, disability, and
          life insurance, stock option or incentive, bonus,
          savings, and retirement plans, policies or
          arrangements) in which executive level employees of the
          Corporation are eligible to participate in accordance
          with the provisions thereof as in effect from time to
          time."

          "(g) Expenses of Acquiring and Maintaining Duplicate
          Residential Facilities.  Upon the relocation of the
          Executive from the Corporation's Headquarters Offices
          in Darien, Connecticut, to the Corporation's
          Headquarters Offices in Greenville, South Carolina, the
          Corporation agrees to underwrite (through purchase, net
          after-tax cost reimbursement, interest-free loan with
          any necessary income tax 'gross-up' or other similar
          method of the Corporation's choice) the additional
          costs incurred by the Executive in acquiring, improving
          and maintaining a suitable residence in the Greenville,
          South Carolina area, and to reimburse the Executive,
          net of income tax on such reimbursements, for the
          reasonable costs of (i) reasonable occasional travel
          for the Executive and his spouse to the Executive's


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          existing residence in Connecticut to see to the proper
          maintenance thereof; (ii) regular periodic surveillance
          of the condition of the Executive's Connecticut
          residence during absences and oversight of activities
          of service providers; and (iii) the cost of relocation
          to Connecticut from South Carolina at the termination
          of the Executive's tenure as General Counsel, in
          accordance with the Corporation's practices and polices
          then in effect.  The Corporation acknowledges that such
          reimbursable costs will include the cost of acquisition
          of an additional motor vehicle by the Executive, title
          to which shall be transferred to the Corporation upon
          the Executive's permanent return to Connecticut.  Any
          loss sustained by the Executive upon disposition of his
          Greenville area residence at the termination of this
          Employment Agreement shall be borne by the Corporation. 
          Any capital appreciation in the Greenville area
          residence at the termination of this Employment
          Agreement (net of tax, if any, imposed upon the
          Executive and/or his spouse, and net of improvements
          made at the Executive's expense) shall inure to the
          benefit of the Corporation (without regard to whether
          such residence is owned by the Corporation or the
          Executive).  Any amounts loaned to the Executive by the
          Corporation for the acquisition of relocation-related
          assets shall be repaid to the Corporation not later
          than October 1, 1996."

     (e)  Severance Pay.  Section 8 of the Employment Agreement
          is amended to read as follows:

          "8. Severance Pay.  Upon termination of the Executive's
          employment hereunder for any reason other than those
          set forth in Section 2(b) hereof, in a manner and at a
          time when the Severance Agreement of even date between
          the Corporation and the Executive is applicable, then,
          unless the Corporation shall have terminated the
          Executive's employment for 'Cause" (as defined in the
          Severance Agreement), at his election, in lieu of the
          benefits hereof, the Executive shall be entitled to the
          benefits of said Severance Agreement."

     (f)  Ratification.  In all respects, except as herein
          provided, the Employment Agreement is hereby ratified
          and confirmed.

     2.   Severance Agreement.  The Severance Agreement is hereby
modified as follows:

     (a)  Term.  Section 2 of the Severance Agreement is hereby
          amended to read in its entirety as follows:



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     "2.  TERM OF AGREEMENT

          The term of this Agreement, having begun on March 24,
          1988, shall extend to the date on which the Executive's
          rendering of services to the corporation is terminated
          pursuant to the Employment Agreement as amended by a
          Modification thereof dated June 11, 1992; provided,
          however, that if the Corporation terminates the
          Executive's Employment Agreement for Cause (as defined
          herein) , or the Executive terminates his Employment
          Agreement with the Corporation for other than Good
          Reason (as defined herein), then in either case this
          Agreement shall terminate upon the termination of the
          Executive's Employment Agreement."

     (b)  Termination.  The first paragraph of Section 3 of the
          Severance Agreement is hereby amended to read as 
          follows:

          "If a Change in Control of the Corporation shall have
          occurred and, during the term of this Agreement, the
          Executive's employment by the Corporation is terminated
          for any reason other than his death, the expiration of
          the Executive's Employment Agreement, by the
          Corporation for Cause or by the Executive without Good
          Reason, the Executive shall be under no further
          obligation to perform services for the Corporation and
          shall be entitled to receive the following payments:"

     (c)  Ratification.  In all respects, except as herein
          provided, the Severance Agreement is hereby ratified
          and confirmed.

     3.   Expenses of Successful Contest. The Corporation shall
          pay or reimburse the Executive for all costs, including
          reasonable attorney's fees and expenses of either
          litigation or arbitration, incurred by the Executive in
          successfully contesting or disputing any termination of
          his employment or in seeking to obtain or enforce any
          right or benefit provided by his Employment Agreement,
          his Severance Agreement or this modification thereof.

     4.   Benefit and Eligibility Confirmation.  This instrument
          confirms that if the Executive survives to April 1,
          1998, and his Employment Agreement has not been
          terminated in a manner permitted therein prior to that
          date, he shall be eligible at that time to retire from
          the employment of the Corporation with an aggregate
          annual cash benefit under the Supplemental Benefit Plan
          (from which there shall be deducted "Other Benefits",
          as defined in that Plan) of not less than $100,000.00.  
          Any post-retirement increase in retirement benefits
          payable to retired Supplemental Benefit Plan
          Participants effected by the Corporation shall inure to
 
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          the benefit of the Executive and any post-retirement
          increase in the benefits which are described as "Other
          Benefits" in the Supplemental Benefit Plan shall be
          excluded from the amount of "Other Benefits" to be
          deducted from the cash benefit payable to the Executive
          under the Supplemental Benefit Plan.  This instrument
          further confirms that if the Executive's Employment
          Agreement is terminated at any time by his death, the
          Executive's surviving Spouse (as defined in the
          Supplemental Benefit Plan) shall be entitled (without
          regard to the Executive's Satisfaction of the
          eligibility criteria therefor) to the sixty (60%)
          percent Spouse's Pre-Retirement Death Benefit as
          provided in the Supplemental Benefit Plan, determined
          by reference to the greater of (i) the Executive's
          aggregate annual benefit amount recited above, or (ii)
          the benefit projected to his Normal Retirement Date as
          provided in the Supplemental Benefit Plan.  The
          determination of the Corporation's Executive Committee
          of the Executive's eligibility upon retirement at the
          time herein provided (as well as his Spouse's
          eligibility upon his death) to receive benefits from
          the Supplemental Benefit Plan is hereby confirmed.

     5.   Upon the Executive's retirement, the Executive, his
          heirs, executors and administrators shall be granted
          the longest period permissible within which to exercise
          the rights granted to the Executive pursuant to the
          Corporation's 1984, 1988 and 1992 (and any subsequently
          adopted) Stock Incentive Plans consistent with
          applicable law, regulation, Corporation policy and
          practice, and provisions of the relevant plans and
          awards.


     IN WITNESS WHEREOF, the Corporation and the Executive have
executed this Agreement as of the day and year first above
written.

                                     BOWATER INCORPORATED



/s/ Susan R. Wasilko                 By/s/ A. P. Gammie            
Witness



/s/ R. E. Gustafson                 /s/ Ecton R. Manning          
Witness                             Executive


