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                                                                  Exhibit 10.1
                   Amendment No. 2 to Employment Agreement


This Amendment No. 2 to Employment Agreement is made by and between Crown
Vantage Inc., a Virginia corporation (the "Company") and Ernest S. Leopold (the
"Executive"), dated as of the 11th day of September 1998.

A.   The parties hereto entered into an Employment Agreement, made as of
     December 5, 1995, and Amendment No.1 to Employment Agreement, made as of
     January 30, 1998, providing for certain employment arrangements (as
     amended, the "Agreement").

B.   The Executive has requested relinquishing his title and responsibilities as
     Chief Executive Officer of the Company, recognizing that, in view of his
     pending retirement, certain major decisions as to the future direction of
     the Company should be made by the management who will be directing and
     operating the Company after such decisions are implemented.

C.   The parties have agreed that the Executive shall remain as Chairman for the
     duration of the period of employment pursuant to the Agreement, and have
     agreed to certain financial arrangements in connection therewith, and wish
     to amend the Agreement accordingly.

IT IS AGREED AS FOLLOWS:

1.   Paragraph 3 of the Agreement shall be amended to provide that the
     "Employment Period" shall terminate on February 1, 1999.

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

          "Effective September 11, 1998 and for the remainder of the Employment
          Period, the Executive shall be Chairman of the Board of Directors and
          its Executive Committee, shall serve on the Company's Board of
          Directors and shall have such duties, responsibilities and authority
          as shall be assigned by the Board of Directors consistent with such
          position."

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

          "Agreement Payment.  In accordance with this Agreement, the Executive
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          shall be paid a certain sum as previously authorized by the Board of
          Directors on September 11, 1998, which sum is on file with the Vice
          President - Human Resources, such payment to be made no later than
          October 1, 1998.  Such payment shall not be included in compensation
          for purposes of calculation of any benefits."

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4.   Subparagraph 4 (b) (vii) of the Agreement shall be amended in its entirety,
     and shall read as follows:

          "Accrued Vacation.  The Executive shall be paid all accrued and unpaid
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          vacation as of September 11, 1998, such payment to be made no later
          than October 1, 1998."

5.   Executive acknowledges that the change in the Position and Duties, as set
     forth in Section 2 above, does not constitute "Good Reason" for purposes of
     the Agreement.

6.   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.



______________________________
Ernest S. Leopold
(the "Executive")



CROWN VANTAGE INC.



By:  __________________________

Its:  __________________________
(the "Company")

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