
                         EXHIBIT 10.32.1

                                                  CONFORMED  
                                                  COPY




                         AMENDMENT NO. 1


          AMENDMENT NO. 1 dated as of December 20, 1993, between
BOWATER INCORPORATED, a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company");
each of the lenders that is a signatory hereto (individually, a
"Bank" and, collectively, the "Banks"); and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association, as
agent for the Banks (in such capacity, together with its
successors in such capacity, the "Agent").

          The Company, the Banks and the Agent are parties to a
Credit Agreement dated as of December 8, 1992 (as heretofore
modified and supplemented and in effect on the date hereof, the
"Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Banks to the
Company in an aggregate principal amount not exceeding
$250,000,000.  The Company, the Banks and the Agent wish to amend
the Credit Agreement in certain respects, and accordingly, the
parties hereto hereby agree as follows:

          Section 1. Definitions.  Except as otherwise defined in
this Amendment No. 1, terms defined in the Credit Agreement are
used herein as defined therein.

          Section 2. Amendments.  Subject to the satisfaction of
the conditions precedent specified in Section 6 below, but
effective as of the date hereof, the Credit Agreement shall be
amended as follows:

          2.01 Section 2.04 of the Credit Agreement is hereby
amended by adding a new clause (d) following clause (c) therein
to read as follows:

          " (d) In the event that on or before March 31, 1994 the
     Company shall receive net cash proceeds in an amount not
     less than $150,000,000 from an issuance by the Company of
     its capital stock, the aggregate amount of the Commitments
     shall be automatically reduced to $200,000,000 at the close
     of business on March 31, 1994."

          2.02  Clause (b) of Section 8.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:

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          "(b) as soon as available and in any event within 120
          days after the end of each fiscal year of the Company,
          consolidated statements of income, capital accounts and
          cash flows of the Company and its Consolidated
          Subsidiaries for such fiscal year and the related
          consolidated balance sheet of the Company and its
          Consolidated Subsidiaries as at the end of such fiscal
          year, setting forth in each case in comparative form
          the corresponding consolidated figures for the
          preceding fiscal year, and accompanied by an opinion
          thereon of independent certified public accountants of
          recognized national standing, which opinion shall state
          that said consolidated financial statements fairly
          present the consolidated financial condition and
          results of operations of the Company and its
          Consolidated Subsidiaries as at the end of, and for,
          such fiscal year in accordance with generally accepted
          accounting principles;"

          Section 3. Consent.  Anything in Section 8.05 of the
Credit Agreement to the contrary notwithstanding, upon
satisfaction of the conditions set forth in Section 6 hereof, the
Banks hereby consent to the liquidation of Bowater International
Inc. (which is a Delaware corporation and a Wholly Owned
Subsidiary of the Company) and Bowater International Newsprint
Sales Ltd. (which is a Bermuda corporation and a Wholly owned
Subsidiary of Bowater International Inc.).

          Section 4. Waiver.  Upon satisfaction of the conditions
in Section 6 hereof, but effective as of the date hereof, the
Banks hereby waive compliance by the Company with Section 8.07 of
the Credit Agreement for the period of four consecutive fiscal
quarters ended December 31, 1993, April 2, 1994, July 2, 1994 and
October 1, 1994.

          Section 5. Representations and Warranties.  The Company
represents and warrants to the Banks that the representations and
warranties set forth in Section 7 of the Credit Agreement are
true and complete on the date hereof as if made on and as of the
date hereof and as if each reference in said Section 7 to "this
Agreement" included reference to this Amendment No. 1.

          Section 6. Conditions Precedent.  The amendments to the
Credit Agreement set forth in said Section 2, the consent set
forth in Section 3 and the waiver set forth in Section 4 shall
become effective, as of the date hereof, upon the satisfaction of
the following conditions precedent:

          6.01  Execution. This Amendment No. 1 shall have been
executed and delivered by the Company, the Agent and the Majority
Banks.


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          6.02  Amendment Fee.  The Company shall have paid to the
Agent for account of the Banks that have executed this Amendment
No. 1 pro rata according to the amounts of their
respective Commitments an amendment fee in an amount equal to
$100,000.

          Section 7. Miscellaneous.  Except as herein provided,
the Credit Agreement shall remain unchanged and in full force and
effect.  This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 1 by signing any such counterpart. 
This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day
and year first above written.

                             COMPANY

                              BOWATER INCORPORATED


                              By /s/ David G. Maffucci
                              Title: Vice President & Treasurer

                              BANKS

                              THE CHASE MANHATTAN BANK (NATIONAL
                              ASSOCIATION)

                              By /s/ Hans H. Heinsen 
                              Title: Managing Director

                              BANK OF MONTREAL


                              By /s/ William Grieve 
                              Title: Director

                              BARCLAYS BANK PLC


                              By /s/ Douglas P.  Butler
                              Title:  Associate Director


                              CIBC, INC.


                              By /s/ E. Roger Colden 
                              Title: Vice President

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                               NATIONSBANK OF NORTH CAROLINA, N.A.


                               By /s/ Michael A. Contrad 
                               Title: Vice President

                               THE TORONTO-DOMINION  BANK


                                By /s/ Jorge A. Garcia 
                                Title: Manager, Credit
                                Administration

                                THE BANK OF NEW YORK


                                By /s/ Ian K. Stewart
                                Title: Vice President

                                MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK


                                By /s/ David Common 
                                Title: Vice President

                                THIRD NATIONAL BANK IN NASHVILLE


                                 By /s/ Robert W. Meyer
                                 Title:  First Vice President

                                 THE SOUTH CAROLINA NATIONAL BANK


                                  By /s/ Robert W. Derrick 
                                  Title: Vice President

                                  WESTDEUTSCHE LANDESBANK
                                  GIROZENTRALE


                                  By /s/ Cynthia M. Niesen
                                  Title:  Vice President


                                  By /s/ Karen E. Hoplock
                                  Title:  Associate


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                                    AGENT

                                    THE CHASE MANHATTAN BANK
                                    (NATIONAL ASSOCIATION),
                                    as Agent


                                    By /s/ Hans H. Heinsen
                                    Title:  Managing Director


