<PAGE>   1
                                                REGISTRATION STATEMENT NO. 33-

                       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 or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)
                                 
                                         
                             55 EAST CAMPERDOWN WAY
                                 P.O. BOX 1028
                       GREENVILLE, SOUTH CAROLINA  29602
                                 (864) 271-7733                        
                   -------------------------------------------
                    (Address of principal executive offices)

             BOWATER INCORPORATED SALARIED EMPLOYEES' SAVINGS PLAN
             -----------------------------------------------------
                            (Full title of the Plan)

                            WENDY C. SHIBA, ESQUIRE
                    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>
================================================================================================================
       Title of               Amount            Proposed Maximum      Proposed Maximum          Amount of
      Securities               to be             Offering Price           Aggregate         Registration Fee
         To be              Registered           Per Share (1)       Offering Price (1)
      Registered
----------------------------------------------------------------------------------------------------------------
 <S>                         <C>                  <C>                    <C>                   <C>
 Common Stock,               1,900,000            $33.625                $63,887,500           $22,030.17
 $1.00 par value
================================================================================================================
 </TABLE>



     (1) 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 January 24, 1996.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
 
                 ____________________________________________
 
     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 latest annual reports of the Registrant and the Plan filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act");

     (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, 1994;

     (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. 



                                      2
<PAGE>   3

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.  In the case of an action by or in the
right of the corporation, no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.  Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.  The foregoing
statement is subject to the detailed provisions of Section 145 of the Delaware
General Corporation Law.

     The Restated Certificate of Incorporation of the Registrant provides, in
effect, that, to the extent and under the circumstances permitted by Section
145 of the General Corporation Law of the State of Delaware, the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any action, suit or proceeding of the type described above by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another enterprise.

     There is a directors' and officers' liability insurance policy which is
presently outstanding insuring directors and officers of the Company and its
subsidiaries.  Reimbursement by the Company of the officer and director
liability as allowed by the Restated Certificate of Incorporation is
recoverable under the insurance policy subject to a deductible for each loss.





                                       3
<PAGE>   4

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     See Exhibit Index on page 6.

     (a)  Not applicable.

     (b)  Pursuant to Item 8 of Form S-8, the Registrant undertakes that it
will submit or has submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.

ITEM 9.   UNDERTAKINGS

     (a)  Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

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

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report under Section 15(d) of the Securities Exchange Act of
1934) 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.





                                       4
<PAGE>   5


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

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of
1933 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
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 of 1933 and will be governed by the final adjudication of such
issue.





                                       5
<PAGE>   6

                                   SIGNATURES

     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 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, on the 29 day
of January, 1996.

                                                BOWATER INCORPORATED

                                                By: /s/ Arnold M. Nemirow
                                                  -----------------------------
                                                        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, on the 29 day of January, 1996.


     Signature                              Title
                                                                               
                                                                               
 /s/ Arnold M. Nemirow         President, Chief Executive Officer and          
-------------------------      Director (principal executive officer)         
     Arnold M. Nemirow                   
                                                                               
                                                                               
     *                         Chairman of the Board and Director              
-------------------------                                                      
     Anthony P. Gammie                                                         
                                                                               
                                                                               
 /s/ David G. Maffucci         Senior Vice President, Chief Financial Officer  
-------------------------      and Treasurer (principal financial officer)     
     David G. Maffucci                                                         
                                                                               
                                                                               
 /s/ Michael F. Nocito         Vice President - Controller (principal          
-------------------------      accounting  officer)                             
     Michael F. Nocito                                                         
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Francis J. Aguilar                                                        
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Hugh D. Aycock                                                            
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Richard Barth                                                             
                                                                               
                                                                               
                                            S-1                                
<PAGE>   7
                                                                               
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Kenneth M. Curtis                                                         
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     H. Gordon MacNeill                                                        
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Donald R. Melville                                                        
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     John A. Rolls                                                             



*  Wendy C. Shiba by signing his/her named hereto, does sign this document on 
behalf of the persons indicated above pursuant to powers of attorney duly 
executed by such persons.


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


     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
Trustee (or other persons who administer the Bowater Incorporated Salaried
Employees' Savings Plan 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 , as of January 29, 1996.



                                        BOWATER INCORPORATED SALARIED 
                                        EMPLOYEES' SAVINGS PLAN


                                        By: /s/ Aaron B Whitlock 
                                            -------------------------

                                            Aaron B. Whitlock
                                            -------------------------
                                            Plan Administrator



                                     S-2
<PAGE>   8

                                 EXHIBIT INDEX

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 7% PRIDES,
               Series B Convertible Preferred Stock of the
               Registrant (incorporated by reference to Exhibit
               4.1 to the Registrant's Current Report on Form
               8-K dated February 1, 1994).

4.3            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).

4.4            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).

4.5            Agreement pursuant to S-K Item 601(b)(4)
               (iii)(A) to provide the Commission upon
               request copies of certain other instruments with
               respect to long-term debt not being registered
               where the amount of securities authorized
               under each such instrument does not exceed
               10% of the total assets of the Registrant and
               its subsidiaries on a consolidated basis
               (incorporated by reference to Exhibit 4.3 to
               the Registrant's Registration Statement
               No. 2-93455).

4.6            Rights Agreement between the Registrant and
               Morgan Guaranty Trust Company of New
               York (incorporated by reference to Exhibit 4.6
               to the Registrant's Registration Statement
               No. 33-61219).
                             
<PAGE>   9

Exhibit Number           Description
--------------           -----------

4.6.1          Addendum to Rights Agreement substituting
               The Bank of New York as successor Rights
               Agent (incorporated by reference to Exhibit
               4.6.1 to the Registrant's Registration
               Statement No. 33-61219).

4.7            Indenture, dated as of August 1, 1989, by and
               between the Registrant and Manufacturers
               Hanover Trust Company, as Trustee, with
               respect to the 9% Debentures Due 2009
               (incorporated by reference to Exhibit 4.7 to
               the Registrant's Registration Statement
               No. 33-61219).

4.8            Indenture, dated as of December 1, 1991, by
               and between the Registrant and Marine Midland
               Bank, N.A., as Trustee with respect to the
               9 3/8% Debentures Due 2021 (incorporated
               by reference to Exhibit 4.8 to the Registrant's
               Annual Report on Form 10-K for 1991).

4.9            Indenture, dated as of December 1, 1991, by
               and between the Registrant and Marine Midland
               Bank, N.A., as Trustee, with respect to the
               8-1/2% Notes Due 2001 (incorporated by
               reference to Exhibit 4.9 to the Registrant's
               Annual Report on Form 10-K for 1991).

4.10           Indenture, dated as of October 15, 1992, by
               and between the Registrant and The Chase
               Manhattan Bank (N.A.) as Trustee, with
               respect to the 8-1/4% Notes Due 1999
               (incorporated by reference to Exhibit 4.10
               to the Registrant's Annual Report on
               Form 10-K for 1992).

4.11           Indenture, dated as of October 15, 1992,
               between the Registrant and The Chase
               Manhattan Bank (N.A.) as Trustee, with
               respect to the 9-1/2% Debentures Due 2012
               (incorporated by reference to Exhibit 4.11
               to the Registrant's Annual Report on
               Form 10-K for 1992).
                                   
<PAGE>   10

Exhibit Number           Description
--------------           -----------

4.12           Deposit Agreement, dated as of February
               1, 1994, by and among the Registrant,
               Trust Company Bank, as Depositary, and
               the holders from time to time of the Depositary
               Receipts relating to the Registrant's 7%
               PRIDES, Series B Convertible Preferred
               Stock, together with form of Depositary
               Receipt (incorporated by reference to Exhibit
               4.3 to the Registrant's Current Report on
               Form 8-K dated February 1, 1994).

4.13           Deposit Agreement, dated as of February
               1, 1994, by and among the Registrant,
               Trust Company Bank, as Depositary, and
               the holders from time to time of the
               Depositary Receipts relating to the
               Registrant's 8.4% Series C Cumulative
               Preferred Stock, together with form of
               Depositary Receipt (incorporated by
               reference to Exhibit 4.4 to the Registrant's
               Current Report on Form 8-K dated
               February 1, 1994).

4.14           Copy of the Bowater Incorporated Salaried
               Employees' Savings Plan, As Amended and
               Restated Effective May 1, 1989 and
               Incorporating Amendments made through
               September 15, 1994, as amended).

23.1           Consent of KPMG Peat Marwick LLP
               dated January 24, 1996 is filed herewith.
                                              

24.1           Powers of Attorney authorizing the signing
               of the Registration Statement and amendments
               hereto on behalf of the Registrant's directors.
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1
                                                REGISTRATION STATEMENT NO. 33-

                       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 or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)
                                 
                                         
                             55 EAST CAMPERDOWN WAY
                                 P.O. BOX 1028
                       GREENVILLE, SOUTH CAROLINA  29602
                                 (864) 271-7733                        
                   -------------------------------------------
                    (Address of principal executive offices)

             BOWATER INCORPORATED SALARIED EMPLOYEES' SAVINGS PLAN
             -----------------------------------------------------
                            (Full title of the Plan)

                            WENDY C. SHIBA, ESQUIRE
                    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
================================================================================================================
       Title of               Amount            Proposed Maximum      Proposed Maximum          Amount of
      Securities               to be             Offering Price           Aggregate         Registration Fee
         To be              Registered           Per Share (1)       Offering Price (1)
      Registered
----------------------------------------------------------------------------------------------------------------
Common Stock,               1,900,000            $33.625                $63,887,500           $22,030.17
 $1.00 par value
================================================================================================================
(1) 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 January 24, 1996.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
 
                 ____________________________________________
 
     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 latest annual reports of the Registrant and the Plan filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act");

     (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, 1994;

     (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. 

                                      2
3

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.  In the case of an action by or in the
right of the corporation, no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.  Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to above
or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.  The foregoing
statement is subject to the detailed provisions of Section 145 of the Delaware
General Corporation Law.

     The Restated Certificate of Incorporation of the Registrant provides, in
effect, that, to the extent and under the circumstances permitted by Section
145 of the General Corporation Law of the State of Delaware, the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any action, suit or proceeding of the type described above by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another enterprise.

     There is a directors' and officers' liability insurance policy which is
presently outstanding insuring directors and officers of the Company and its
subsidiaries.  Reimbursement by the Company of the officer and director
liability as allowed by the Restated Certificate of Incorporation is
recoverable under the insurance policy subject to a deductible for each loss.

                                       3
4

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.   EXHIBITS

     See Exhibit Index on page 6.

     (a)  Not applicable.

     (b)  Pursuant to Item 8 of Form S-8, the Registrant undertakes that it
will submit or has submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.

ITEM 9.   UNDERTAKINGS

     (a)  Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

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

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report under Section 15(d) of the Securities Exchange Act of
1934) 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.

                                       4
5

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

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of
1933 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
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 of 1933 and will be governed by the final adjudication of such
issue.

                                       5
6

                                   SIGNATURES

     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 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, on the 29 day
of January, 1996.

                                                BOWATER INCORPORATED

                                                By: /s/ Arnold M. Nemirow
                                                  -----------------------------
                                                        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, on the 29 day of January, 1996.

     Signature                              Title
                                                                               
                                                                               
 /s/ Arnold M. Nemirow         President, Chief Executive Officer and          
-------------------------      Director (principal executive officer)         
     Arnold M. Nemirow                   
                                                                               
                                                                               
     *                         Chairman of the Board and Director              
-------------------------                                                      
     Anthony P. Gammie                                                         
                                                                               
                                                                               
 /s/ David G. Maffucci         Senior Vice President, Chief Financial Officer  
-------------------------      and Treasurer (principal financial officer)     
     David G. Maffucci                                                         
                                                                               
                                                                               
 /s/ Michael F. Nocito         Vice President - Controller (principal          
-------------------------      accounting  officer)                             
     Michael F. Nocito                                                         
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Francis J. Aguilar                                                        
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Hugh D. Aycock                                                            
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Richard Barth                                                             
                                                                               
                                                                               
                                            S-1
7
                                                                               
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Kenneth M. Curtis                                                         
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     H. Gordon MacNeill                                                        
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     Donald R. Melville                                                        
                                                                               
                                                                               
     *                         Director                                        
-------------------------                                                      
     John A. Rolls                                                             

*  Wendy C. Shiba by signing his/her named hereto, does sign this document on 
behalf of the persons indicated above pursuant to powers of attorney duly 
executed by such persons.

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

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
Trustee (or other persons who administer the Bowater Incorporated Salaried
Employees' Savings Plan 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 , as of January 29, 1996.

                                        BOWATER INCORPORATED SALARIED 
                                        EMPLOYEES' SAVINGS PLAN

                                        By: /s/ Aaron B Whitlock 
                                            -------------------------

                                            Aaron B. Whitlock
                                            -------------------------
                                            Plan Administrator

                                     S-2
8

                                 EXHIBIT INDEX

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 7% PRIDES,
               Series B Convertible Preferred Stock of the
               Registrant (incorporated by reference to Exhibit
               4.1 to the Registrant's Current Report on Form
               8-K dated February 1, 1994).

4.3            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).

4.4            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).

4.5            Agreement pursuant to S-K Item 601(b)(4)
               (iii)(A) to provide the Commission upon
               request copies of certain other instruments with
               respect to long-term debt not being registered
               where the amount of securities authorized
               under each such instrument does not exceed
               10% of the total assets of the Registrant and
               its subsidiaries on a consolidated basis
               (incorporated by reference to Exhibit 4.3 to
               the Registrant's Registration Statement
               No. 2-93455).

4.6            Rights Agreement between the Registrant and
               Morgan Guaranty Trust Company of New
               York (incorporated by reference to Exhibit 4.6
               to the Registrant's Registration Statement
               No. 33-61219).
9

Exhibit Number           Description
--------------           -----------

4.6.1          Addendum to Rights Agreement substituting
               The Bank of New York as successor Rights
               Agent (incorporated by reference to Exhibit
               4.6.1 to the Registrant's Registration
               Statement No. 33-61219).

4.7            Indenture, dated as of August 1, 1989, by and
               between the Registrant and Manufacturers
               Hanover Trust Company, as Trustee, with
               respect to the 9% Debentures Due 2009
               (incorporated by reference to Exhibit 4.7 to
               the Registrant's Registration Statement
               No. 33-61219).

4.8            Indenture, dated as of December 1, 1991, by
               and between the Registrant and Marine Midland
               Bank, N.A., as Trustee with respect to the
               9 3/8% Debentures Due 2021 (incorporated
               by reference to Exhibit 4.8 to the Registrant's
               Annual Report on Form 10-K for 1991).

4.9            Indenture, dated as of December 1, 1991, by
               and between the Registrant and Marine Midland
               Bank, N.A., as Trustee, with respect to the
               8-1/2% Notes Due 2001 (incorporated by
               reference to Exhibit 4.9 to the Registrant's
               Annual Report on Form 10-K for 1991).

4.10           Indenture, dated as of October 15, 1992, by
               and between the Registrant and The Chase
               Manhattan Bank (N.A.) as Trustee, with
               respect to the 8-1/4% Notes Due 1999
               (incorporated by reference to Exhibit 4.10
               to the Registrant's Annual Report on
               Form 10-K for 1992).

4.11           Indenture, dated as of October 15, 1992,
               between the Registrant and The Chase
               Manhattan Bank (N.A.) as Trustee, with
               respect to the 9-1/2% Debentures Due 2012
               (incorporated by reference to Exhibit 4.11
               to the Registrant's Annual Report on
               Form 10-K for 1992).
10

Exhibit Number           Description
--------------           -----------

4.12           Deposit Agreement, dated as of February
               1, 1994, by and among the Registrant,
               Trust Company Bank, as Depositary, and
               the holders from time to time of the Depositary
               Receipts relating to the Registrant's 7%
               PRIDES, Series B Convertible Preferred
               Stock, together with form of Depositary
               Receipt (incorporated by reference to Exhibit
               4.3 to the Registrant's Current Report on
               Form 8-K dated February 1, 1994).

4.13           Deposit Agreement, dated as of February
               1, 1994, by and among the Registrant,
               Trust Company Bank, as Depositary, and
               the holders from time to time of the
               Depositary Receipts relating to the
               Registrant's 8.4% Series C Cumulative
               Preferred Stock, together with form of
               Depositary Receipt (incorporated by
               reference to Exhibit 4.4 to the Registrant's
               Current Report on Form 8-K dated
               February 1, 1994).

4.14           Copy of the Bowater Incorporated Salaried
               Employees' Savings Plan, As Amended and
               Restated Effective May 1, 1989 and
               Incorporating Amendments made through
               September 15, 1994, as amended).

23.1           Consent of KPMG Peat Marwick LLP
               dated January 24, 1996 is filed herewith.
                                              

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