Amendment No. 1 to Agreement           Exhibit 10.3
                           ----------------------------   


This Amendment No. 1 to Agreement is made by and between Crown Vantage Inc., a
Virginia corporation (the "Company") and ________________ (the "Executive"),
dated as of the 30th day of January 1998.

A. The parties hereto entered into an Agreement, made as of December 5, 1995,
   providing for certain arrangements in the event of a Change of Control of the
   Company (the "Agreement").

B. The parties hereto wish to amend the Agreement with respect to the definition
   of the "Annual Bonus" as used in the Agreement, to be the higher of actual
   bonuses paid or target bonuses.


IT IS AGREED AS FOLLOWS:

1. The first sentence of Subparagraph 4(b)(ii) of the Agreement shall be amended
   in its entirety, and shall read as follows:


   "In addition to Annual Base Salary, the Executive shall be awarded, for each
   fiscal year ending during the Employment Period, an annual bonus (the "Annual
   Bonus") in cash at least equal to the Executive's highest bonus (such bonus
   being the higher of (A) actual earned bonus, or (B) target bonus at 100% of
   the target,) under the Company's Incentive Plans in effect for the Company or
   any of its affiliated companies immediately prior to the Effective Date, or
   any comparable bonus under any predecessor or successor plan, for the last
   three full fiscal years prior to the Effective Date (annualized in the event
   that the Executive was not employed by the Company for the whole of such
   fiscal year) (the "Recent Annual Bonus").

2. In all other respects, the Agreement is reaffirmed and remains in full force
   and effect.

   IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
   pursuant to the authorization from its Board of Directors, the Company has
   caused these presents to be executed in its name on its behalf, as of the day
   and year first above written.





______________________________
(the "Executive")



CROWN VANTAGE INC.



By:____________________________
   Ernest S. Leopold
   Chairman and Chief Executive Officer