
                         EXHIBIT 10.10.2

                          MODIFICATION
                               OF
               EMPLOYMENT AND SEVERANCE AGREEMENTS



     THIS AGREEMENT is made and entered into as of this 26th day
of May, 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 J. P. Fucigna of 18 Cedar Place, Garden City, New York 11530,
(the "Executive").

     WHEREAS, the Corporation now employs the Executive as Vice
President-Finance pursuant to an Employment Agreement dated
August 25, 1988, and amended August 23, 1989, (the "Employment
Agreement") and a Severance Agreement dated August 25, 1988, and
amended August 23, 1989, (the "Severance Agreement"); and

     WHEREAS, the Executive and the Corporation wish to continue
the Executive's employment until a specified and agreed upon
date, whereupon the Executive will retire from the employment of
the Corporation and be entitled to receive certain benefits;

     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 1, 1989, shall continue from the
               date of this Modification until December 1, 1994,
               unless earlier terminated by the Corporation for
               'Cause' or by the Executive for other than 'Good
               Reason' as those terms are defined in the
               Severance Agreement.

          (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


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               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 (ii) the
               Executive's 'Normal Retirement Date', as that term
               is defined in the Plan."

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

               "4.Place of Employment.  The Executive will be
               employed at the Corporation's offices (or at
               suitable facilities provided by the Corporation)
               in, or with a ten (10) mile radius of the City of
               Darien, Connecticut (or such other place as the
               Corporation and the Executive mutually agree
               upon)."

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

               "8. Terminal Leave of Absence.  If the Executive's
               rendering of services hereunder is involuntarily
               terminated for any reason other than those set
               forth in Section 2 (b) hereof, then unless the
               Executive shall have terminated this Agreement for
               other than 'Good Reason' or the Corporation shall
               have terminated the Executive for 'Cause' (as
               those terms are defined in the Severance
               Agreement), the effective date of such termination
               shall be December 1, 1994, and the Executive shall
               be on a terminal paid leave of absence from the
               date the Corporation notifies the Executive his
               services are no longer required through December
               1, 1994. The Corporation shall pay to the
               Executive in equal monthly installments annual
               compensation during any such leave of absence (pro
               rated for any period less than a year) equal to
               the Executive's annual base salary on the date the
               Executive's services are terminated, plus the
               greater of (i) an amount equal to the bonus the
               Executive would have received under the
               Corporation's bonus plan for the year in which the
               Executive's services are terminated, 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 preceding the termination of his
               services; or (ii) the bonus received by the


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               Executive for the year preceding the year in which
               the Executive's services are terminated.  The
               Executive's entitlement to compensation, benefits
               or payments under the Corporation's health,
               accident, life insurance, retirement, stock option
               or incentive, savings and bonus (but not long term
               disability) plans, policies or arrangements shall
               not, except as otherwise required by law or
               regulation, be affected by the Executive's leave
               of absence status and shall continue to be
               governed by the applicable provisions of such
               plans as though the Executive had continued to
               render services in the active employment of the
               Corporation to the date or event (such as the
               Executive's death) that otherwise ends the term of
               this Agreement.  Specifically, the period of any
               terminal leave of absence is hereby designated as
               a "leave of absence with the consent of the
               Participant's Employer" which is intended to be
               included within the definition of "Continuous
               Employment" in the Supplemental Benefit Plan for
               Designated Employees of Bowater Incorporated and
               Affiliated Companies as Amended and Restated
               Effective August 22, 1990, (the "Supplemental
               Benefit Plan") and compensation paid during any
               terminal leave of absence is intended to be
               included within the definition of "Earnings" in
               the Supplemental Benefit Plan (without regard to
               whether such time is credited for benefit accrual
               purposes under the Bowater Incorporated Employee
               Retirement Plan or such compensation is includable
               within that Plan's definition of "Compensation").  
               In lieu hereof, at his election, the Executive
               shall be entitled to the benefits of the Severance
               Agreement of even date between the Corporation and
               the Executive, if termination occurs prior to the
               commencement of the Executive's terminal leave of
               absence (if any) pursuant hereto and in a manner
               and at a time when such Severance Agreement is
               applicable.

          (d)  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 as follows:

               "2.  Term of Agreement

                    The term of this Agreement, having begun on

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                    March 1, 1989, shall extend to December 1,
                    1994, or the earlier termination of the
                    Executive's rendering of services to the
                    Corporation pursuant to the Employment
                    Agreement as modified hereby; 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 December 1, 1994, 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
nineteen (19) years of "Continuous Employment" and an aggregate
annual 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 the benefit of the Executive and any post-retirement increase
in the benefits which are described as "Other Benefits" in the


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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 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.  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.  The Human Resources and Compensation Committee of the
Corporation's Board of Directors has determined that terminal
leave taken pursuant to the Employment Agreement as herein
modified will not interrupt or terminate employment for purposes
of determining the Executive's continued eligibility to exercise
options and or rights awarded pursuant to the Corporation's 1984,
1988 or 1992 Stock Option and Stock Incentive Plans.      That
determination is hereby confirmed.

     5.   Upon the Executive's retirement (at the completion of
his terminal leave of absence, if any) 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 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/ P. A. Temple                      By  /s/ A. P. Gammie          
Witness                               Its




/s/ P. A. Temple                     /s/ J. P. Fucigna            
Witness                              Executive


