<PAGE>   1

AS FILED ON DECEMBER 4, 1997                         REGISTRATION NO. ___-______


                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM S-8
                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                            BOWATER INCORPORATED
--------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


             DELAWARE                              62-0721803
    ------------------------           ------------------------------------ 
    (State of incorporation)           (I.R.S. Employer Identification No.)


                    55 EAST CAMPERDOWN WAY, P.O. BOX 1028
                      GREENVILLE, SOUTH CAROLINA  29602
                      ---------------------------------
                  (Address of principal executive offices)

                 BOWATER INCORPORATED 1997 STOCK OPTION PLAN
                 -------------------------------------------
                          (Full title of the Plan)

                           WENDY C. SHIBA, ESQUIRE
           VICE PRESIDENT, SECRETARY AND ASSISTANT GENERAL COUNSEL
                            BOWATER INCORPORATED
                    55 EAST CAMPERDOWN WAY, P.O. BOX 1028
                      GREENVILLE, SOUTH CAROLINA  29602
                               (864) 271-7733
          ---------------------------------------------------------
          (Name, address and telephone number of agent for service)

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
                                              Proposed Maximum      Proposed Maximum         Amount of
Title of Securities        Amount to be      Offering Price per    Aggregate Offering    Registration Fee
to be Registered            Registered             Share*                Price*                
---------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                 <C>                     <C>
Common Stock            1,000,000 shares          $43.53              $44,531,250             $13,494.32
$1.00 par value         
========================================================================================================
</TABLE>

     * The offering price for such shares is estimated pursuant to Rule 457(c)
and (h) solely for the purpose of calculating the registration fee and is based
upon the average of the high and low prices of the Registrant's Common Stock as
reported on the consolidated reporting system for December 2, 1997.

                    -------------------------------------

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.


<PAGE>   2


                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission are incorporated in this
Registration Statement by reference:

     (1) The Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") for the fiscal year ended December 31, 1996;

     (2) All other reports filed by the Registrant pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
December 31, 1996;

     (3) The description of the Registrant's Common Stock, $1.00 par value per
share, contained in a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

     All documents filed by the Registrant and the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The Registrant's Common Stock, par value $1.00 per share, is registered
pursuant to Section 12 of the Exchange Act.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.


     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation.  In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful.  A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought


<PAGE>   3

determines that the officer or director is fairly and reasonably entitled
to indemnity, then the Court of Chancery or such other court may permit
indemnity for such officer or director to the extent it deems proper.

     The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time.
Directors and officers of the Registrant and its subsidiaries are indemnified
generally against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal.  The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein.  The Registrant is a party to
indemnification agreements with its directors and officers.  The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance
expenses upon the request of an officer or director.

     The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties.  The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.

     The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for monies
which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


ITEM 8. EXHIBITS.

     Please refer to the attached Exhibit Index.

     (a) Counsel's opinion attached as Exhibit 23.2.

     (b) Not Applicable.

ITEM 9. UNDERTAKINGS.

     (a) Rule 415 Offering.

     The undersigned Registrant hereby undertakes:


<PAGE>   4


        (1)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

        (i)   To include any prospectus required by Section 10(a)(3) of the 
              Securities Act of 1933 (the "Securities Act");

        (ii)  To reflect in the prospectus any facts or events arising after 
              the effective date of the Registration Statement (or the most
              recent post-effective amendment thereof) which, individually or in
              the aggregate, represent a fundamental change in the information
              set forth in the Registration Statement;

        (iii) To include any material information with respect to the plan of 
              distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

     (b) Filings Incorporating Subsequent Exchange Act Documents by Reference.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(h)  Filing of Registration Statement on Form S-8.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling 



<PAGE>   5



person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act  and will be governed by the final adjudication of such issue.   



                                      5


<PAGE>   6


                                  SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 with respect to shares
of Common Stock offered under the Bowater Incorporated 1997 Stock Option Plan,
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Greenville, State of
South Carolina, this 26th day of November, 1997.

                                           By:            /s/
                                               -------------------------------
                                                 Arnold M. Nemirow
                                                 Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, in the City of Greenville, State of South Carolina, as of
this 26th day of November, 1997.


    Signature                        Title
    ---------                        -----

       /s/           Chairman, President and Chief Executive Officer
-----------------    (principal executive officer)
Arnold M. Nemirow    


       /s/           Senior Vice President and Chief Financial Officer
-----------------    (principal financial officer)
David G. Maffucci    


       /s/           Vice President and Controller
-----------------    (principal accounting officer)
Michael F. Nocito    



        *            Director
-----------------
Francis J. Aguilar


        *            Director
-----------------
H. David Aycock



        *            Director
-----------------
Richard Barth

<PAGE>   7



        *            Director
-----------------
Kenneth M. Curtis


                     Director
-----------------
Charles J. Howard


        *            Director
-----------------
Donald R. Melville


        *            Director
-----------------
John A. Rolls


        *            Director
-----------------
James L. Pate



* Wendy C. Shiba, by signing her named hereto, does sign this Registration
Statement on behalf of the persons indicated above pursuant to powers of
attorney duly executed by such persons, in the City of Greenville, State of
South Carolina, as of this 20th day of November, 1997.


                                       By:          /s/
                                           ------------------------
                                              Wendy C. Shiba
                                              Attorney-in-Fact




<PAGE>   8


                                   EXHIBITS

     The following exhibits are filed as part of this Registration Statement.
<TABLE>
<CAPTION>

EXHIBIT NUMBER                       DESCRIPTION
--------------                       -----------
     <S>           <C>
     4.1           Restated Certificate of Incorporation of the Registrant, as 
                   amended (incorporated by reference to Exhibit 4.2 to the 
                   Registrant's Registration Statement No. 33-51569).

     4.2           Certificate of Designations of the 8.40% Series C Cumulative
                   Preferred Stock of the Registrant (incorporated by reference
                   to Exhibit   4.2 to the Registrant's Current Report on Form
                   8-K, dated February 1, 1994, File No. 1-8712).

     4.3           Bylaws of the Registrant (incorporated by reference to 
                   Exhibit 3.1 to the Registrant's quarterly report filed on
                   Form 10-Q for the quarterly period ended September 30, 1995,
                   File No. 1-8712).

     4.4           Bowater Incorporated 1997 Stock Option Plan, Amended and 
                   Restated, effective January 1, 1997.

     5             Legal opinion of Anthony H. Barash, General Counsel to the
                   Registrant, dated November 20, 1997.

     23.1          Consent of KPMG Peat Marwick LLP, dated December 2, 1997.

     23.2          Consent of Anthony H. Barash, General Counsel to the 
                   Registrant (included in the opinion filed as Exhibit 5).

     24            Powers of Attorney authorizing the signing of the 
                   Registration Statement and amendments hereto on behalf of the
                   Registrant's directors.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16314}]
{"company-data": {"conformed-name": "BOWATER INC", "cik": "0000743368", "assigned-sic": "2621", "irs-number": "620721803", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41473", "film-number": "97732308"}, "business-address": {"street1": "55 EAST CAMPERDOWN WAY", "street2": "P O BOX 1028", "city": "GREENVILLE", "state": "SC", "zip": "29602", "phone": "8032717733"}, "mail-address": {"street1": "55 EAST CAMPERDOWN WAY", "street2": "P O BOX 1028", "city": "GREENVILLE", "state": "SC", "zip": "29602"}}
1

AS FILED ON DECEMBER 4, 1997                         REGISTRATION NO. ___-______

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM S-8
                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                            BOWATER INCORPORATED
--------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

             DELAWARE                              62-0721803
    ------------------------           ------------------------------------ 
    (State of incorporation)           (I.R.S. Employer Identification No.)

                    55 EAST CAMPERDOWN WAY, P.O. BOX 1028
                      GREENVILLE, SOUTH CAROLINA  29602
                      ---------------------------------
                  (Address of principal executive offices)

                 BOWATER INCORPORATED 1997 STOCK OPTION PLAN
                 -------------------------------------------
                          (Full title of the Plan)

                           WENDY C. SHIBA, ESQUIRE
           VICE PRESIDENT, SECRETARY AND ASSISTANT GENERAL COUNSEL
                            BOWATER INCORPORATED
                    55 EAST CAMPERDOWN WAY, P.O. BOX 1028
                      GREENVILLE, SOUTH CAROLINA  29602
                               (864) 271-7733
          ---------------------------------------------------------
          (Name, address and telephone number of agent for service)

                       CALCULATION OF REGISTRATION FEE
========================================================================================================
                                              Proposed Maximum      Proposed Maximum         Amount of
Title of Securities        Amount to be      Offering Price per    Aggregate Offering    Registration Fee
to be Registered            Registered             Share*                Price*                
---------------------------------------------------------------------------------------------------------
Common Stock            1,000,000 shares          $43.53              $44,531,250             $13,494.32
$1.00 par value         
========================================================================================================
* The offering price for such shares is estimated pursuant to Rule 457(c)
and (h) solely for the purpose of calculating the registration fee and is based
upon the average of the high and low prices of the Registrant's Common Stock as
reported on the consolidated reporting system for December 2, 1997.

                    -------------------------------------

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.
2

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission are incorporated in this
Registration Statement by reference:

     (1) The Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") for the fiscal year ended December 31, 1996;

     (2) All other reports filed by the Registrant pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
December 31, 1996;

     (3) The description of the Registrant's Common Stock, $1.00 par value per
share, contained in a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

     All documents filed by the Registrant and the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The Registrant's Common Stock, par value $1.00 per share, is registered
pursuant to Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation.  In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful.  A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interest of the
corporation unless the officer or director is found liable to the corporation.
However, if the Court of Chancery or the court in which such action or suit was
brought
3

determines that the officer or director is fairly and reasonably entitled
to indemnity, then the Court of Chancery or such other court may permit
indemnity for such officer or director to the extent it deems proper.

     The Registrant's Bylaws provide generally that the Registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time.
Directors and officers of the Registrant and its subsidiaries are indemnified
generally against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal.  The Registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the Registrant may agree
to indemnify any person as provided therein.  The Registrant is a party to
indemnification agreements with its directors and officers.  The agreements
provide that the Registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the Registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance
expenses upon the request of an officer or director.

     The Registrant's Certificate of Incorporation provides that directors of
the Registrant shall not be held personally liable to the Registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties.  The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the Registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.

     The Registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the Registrant for monies
which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     Please refer to the attached Exhibit Index.

     (a) Counsel's opinion attached as Exhibit 23.2.

     (b) Not Applicable.

ITEM 9. UNDERTAKINGS.

     (a) Rule 415 Offering.

     The undersigned Registrant hereby undertakes:
4

        (1)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement:

        (i)   To include any prospectus required by Section 10(a)(3) of the 
              Securities Act of 1933 (the "Securities Act");

        (ii)  To reflect in the prospectus any facts or events arising after 
              the effective date of the Registration Statement (or the most
              recent post-effective amendment thereof) which, individually or in
              the aggregate, represent a fundamental change in the information
              set forth in the Registration Statement;

        (iii) To include any material information with respect to the plan of 
              distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

     (b) Filings Incorporating Subsequent Exchange Act Documents by Reference.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(h)  Filing of Registration Statement on Form S-8.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling
5

person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act  and will be governed by the final adjudication of such issue.   

                                      5
6

                                  SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 with respect to shares
of Common Stock offered under the Bowater Incorporated 1997 Stock Option Plan,
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Greenville, State of
South Carolina, this 26th day of November, 1997.

                                           By:            /s/
                                               -------------------------------
                                                 Arnold M. Nemirow
                                                 Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, in the City of Greenville, State of South Carolina, as of
this 26th day of November, 1997.

    Signature                        Title
    ---------                        -----

       /s/           Chairman, President and Chief Executive Officer
-----------------    (principal executive officer)
Arnold M. Nemirow    

       /s/           Senior Vice President and Chief Financial Officer
-----------------    (principal financial officer)
David G. Maffucci    

       /s/           Vice President and Controller
-----------------    (principal accounting officer)
Michael F. Nocito    

        *            Director
-----------------
Francis J. Aguilar

        *            Director
-----------------
H. David Aycock

        *            Director
-----------------
Richard Barth
7

        *            Director
-----------------
Kenneth M. Curtis

                     Director
-----------------
Charles J. Howard

        *            Director
-----------------
Donald R. Melville

        *            Director
-----------------
John A. Rolls

        *            Director
-----------------
James L. Pate

* Wendy C. Shiba, by signing her named hereto, does sign this Registration
Statement on behalf of the persons indicated above pursuant to powers of
attorney duly executed by such persons, in the City of Greenville, State of
South Carolina, as of this 20th day of November, 1997.

                                       By:          /s/
                                           ------------------------
                                              Wendy C. Shiba
                                              Attorney-in-Fact
8

                                   EXHIBITS

     The following exhibits are filed as part of this Registration Statement.
EXHIBIT NUMBER                       DESCRIPTION
--------------                       -----------
4.1           Restated Certificate of Incorporation of the Registrant, as 
                   amended (incorporated by reference to Exhibit 4.2 to the 
                   Registrant's Registration Statement No. 33-51569).

     4.2           Certificate of Designations of the 8.40% Series C Cumulative
                   Preferred Stock of the Registrant (incorporated by reference
                   to Exhibit   4.2 to the Registrant's Current Report on Form
                   8-K, dated February 1, 1994, File No. 1-8712).

     4.3           Bylaws of the Registrant (incorporated by reference to 
                   Exhibit 3.1 to the Registrant's quarterly report filed on
                   Form 10-Q for the quarterly period ended September 30, 1995,
                   File No. 1-8712).

     4.4           Bowater Incorporated 1997 Stock Option Plan, Amended and 
                   Restated, effective January 1, 1997.

     5             Legal opinion of Anthony H. Barash, General Counsel to the
                   Registrant, dated November 20, 1997.

     23.1          Consent of KPMG Peat Marwick LLP, dated December 2, 1997.

     23.2          Consent of Anthony H. Barash, General Counsel to the 
                   Registrant (included in the opinion filed as Exhibit 5).

     24            Powers of Attorney authorizing the signing of the 
                   Registration Statement and amendments hereto on behalf of the
                   Registrant's directors.