Exhibit 10.3
                                AMF BOWLING, INC.

                               M E M O R A N D U M

Date:       September 8, 1998

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To:         John Watkins                  From:       Doug Stanard

Company:    AMF Bowling, Inc.             Company:    AMF Bowling, Inc.

Re:         Terms of Employment           Copied:     Mike Bardaro

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      Message:    First, let me congratulate you on joining AMF.  We
                  look forward to your making a major contribution to
                  our U.S. Bowling Center Operations.

                  Attached is a copy of the original offer letter to you dated
                  August 6, 1998. This memorandum is designed to augment that
                  letter consistent with our final agreed terms for your
                  employment. I am forwarding a copy of this memorandum to Mike
                  Bardaro who will see to the implementation of the compensation
                  issues. Some of the matters are outside Mike's area of
                  responsibility, such as the options and benefits package.
                  However, it will be easier if one person coordinates all these
                  matters.

                  In addition to the terms and conditions set out in the
                  attached August 6 letter, we agreed that your bonus from
                  September 8 through December 31, 1998 would be guaranteed on a
                  pro-rata basis equal to 50% of your $300,000 annual base
                  salary. Your bonus for 1999 will be based upon agreed
                  financial budgets which will be submitted to and approved by
                  the Board of Directors at its December 10, 1998 meeting. I
                  encourage you to involve yourself in the planning and
                  budgeting process as soon as you are on board. You should
                  review this with Suzanne Roski, Mike Bardaro and, of course,
                  your operating managers.

                  As to severance, should the Company terminate your employment
                  for any reason other than cause (voluntary resignation, the
                  intentional failure or refusal to adhere to operating budgets
                  or business plans approved by the Board, misconduct,

<PAGE>
                  misappropriation or dishonesty in connection with the
                  performance of your duties, or the conviction of a crime which
                  in the opinion of the Board adversely impacts your ability to
                  perform your duties) up to December 31, 1998, you will be paid
                  severance of two years salary commencing January 1, 1999. If
                  you are terminated during 1999, you will be paid your salary
                  through December 31, 2000. From and after January 1, 2000, if
                  you are terminated you will be paid one year salary as
                  severance.

                  Finally, you will be paid a $1,000 per month car allowance
                  through December 31, 1999.

                  I trust, John, that this memorandum, in conjunction with the
                  August 6 letter enclosed, accurately describes our agreed upon
                  terms of employment. If so, I would appreciate your signing
                  the signature line below and returning the original to me for
                  Company records. You should retain a copy for your records.

DS/ml
Attachment



                                          /s/ John Watkins             
                                          ----------------------
                                          John Watkins
                                          September 8, 1998



<PAGE>



                                AMF BOWLING, INC.
                                 8100 AMF DRIVE
                               RICHMOND, VA 23111



                               VIA FEDERAL EXPRESS


August 6, 1998


PRIVATE AND CONFIDENTIAL                                 Douglas J. Stanard
                                                         President
                                                         Chief Executive Officer

Mr. John Watkins
138 Keswick Drive
Advance, NC 27006

Dear John:

After your telephone conversation with Bob Damon regarding the basic structure
for our employment offer, I wanted to quickly follow up with you, in writing, to
reaffirm what was verbally discussed. Needless to say, we are extremely
enthusiastic about the possibility of your joining the senior management team at
AMF. Your title will be Executive Vice President of AMF Bowling, Inc. and
President of U.S. Bowling Centers. The other basic terms you discussed with Bob
include:

      o     A base salary of $300,000 per year.

      o     A target bonus of 50 percent. Upon joining, you and I will sit down
            and develop some mutually agreed upon goals to be used as a
            benchmark to determine your target bonus.

      o     We discussed your personal situation in that you would not relocate
            your family until the first of next year. In that vein, we will make
            sure to cover your temporary living expenses while you commute.
            Included in this will be some form of short-term lease on an
            apartment.

      o     100,000 shares of AMF Bowling, Inc. stock options subject
            to the same vesting schedule as AMF's senior management
            team.

      o     Four weeks vacation, but we basically have a policy of
            taking time off when we can get it.


<PAGE>

      o     The standard executive AMF package for other benefits, such as life
            and health insurance as well as company pension plan. On your trip
            to Richmond next week, we will provide you with all of the plan
            details.

      o     A tentative start date of September 8, 1998, but earlier if
            possible. If not possible, to be available for two days the week of
            August 31 to be involved in the decision-making process regarding
            important change that will take place after your arrival.

Again, John, the management team at AMF, as well as our investors at Goldman,
Sachs, are extremely enthusiastic about your joining us. We look forward to a
positive response from you once you have had a chance to visit Richmond with
your wife. If you have any questions, please feel free to give me a call. In the
meantime, we look forward to seeing you next week in Richmond.


Sincerely,

/s/ Douglas J. Stanard
----------------------
Douglas J. Stanard

DJS/ml