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 incorporation or organization)
                     (I.R.S. employer identification no.)

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

        THE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF
                           BOWATER INCORPORATED                 
                         (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             
                 (Name and address of agent for service)
                             (803) 271-7733                         
   (Telephone number, including area code, of agent for service)

<TABLE>
                     CALCULATION OF REGISTRATION FEE
<CAPTION>
_____________________________________________________________________________
Title of                  Proposed        Proposed
Securities                Maximum         Maximum
to be       Amount to be  Offering Price  Aggregate         Amount of
Registered* Registered    Per Share**     Offering Price**  Registration Fee
___________ ____________  ______________  ________________  ________________
<S>         <C>             <C>             <C>                <C>
Common Stock,
Par Value 
$1.00
Per Share   60,000 shares   $47.25          $2,835,000          $977.59
____________________________________________________________________________
<FN>
<FN*>  This Registration Statement also pertains to Common Stock Rights
that are currently evidenced by certificates for Shares of Common Stock
and automatically trade with such Common Stock.

<FN**>  Estimated for purposes of calculation of the registration fee
pursuant to Rule 457(c) and based upon an average of the high and low
prices that the Common Stock of Bowater Incorporated was sold for on the
New York Stock Exchange on July 19, 1995.
</FN>
</TABLE>
     __________________________________________________________

     This Registration Statement shall become effective in accordance
with the provisions of Section 8(a) of the Securities Act of 1933 and
Rule 462 promulgated thereunder.

<PAGE>
                                PART I.

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The information required by Items 1 and 2 of Form S-8 is not
required to be filed as part of this Registration Statement in connection
with the registration of the offering of the Registrant's Common Stock to
be allocated to the accounts of participants in the Deferred Compensation
Plan for Outside Directors of Bowater Incorporated (the "Plan") following
the date of the filing of this Registration Statement and such
information will be delivered to persons eligible to participate in the
Plan.

     A Reoffer Prospectus prepared in accordance with General Instruction
C of Form S-8 in connection with the reoffer and resale of certain shares
of the Registrant's Common Stock acquired under the Plan prior to the
date of the filing of this Registration Statement is as follows:


                             PROSPECTUS


                        BOWATER INCORPORATED
                       55 East Camperdown Way
                           P. O. Box 1028
                  Greenville, South Carolina 29602
                     Telephone: (803) 271-7733

                    9,973 Shares of Common Stock
                         ($1.00 par value)

     This Prospectus relates to offers and sales of shares ("Plan
Shares") of the Common Stock, $1.00 par value, of Bowater Incorporated, a
Delaware corporation (the "Company") that were acquired on or prior to
July 21, 1995 by certain directors of the Company or their beneficiaries
(the "Selling Shareholders") pursuant to the Deferred Compensation Plan
for Outside Directors of Bowater Incorporated (the "Plan").  The Selling
Shareholders may offer the Plan Shares from time to time to purchasers
directly or through underwriters, dealers or agents.  The Plan Shares may
be sold at market prices prevailing at the time of sale or at negotiated
prices.  The Company will receive no portion of the proceeds of the sales
made hereunder.  All expenses of registration incurred in connection with
this offering are being borne by the Company, but all selling and other
expenses incurred by the Selling Shareholders will be borne by such
Selling Shareholders.

     The Company's Common Stock, including the Plan Shares, is listed on
the New York Stock Exchange (stock symbol BOW), the Pacific Stock
Exchange, the London Stock Exchange and the Swiss Stock Exchange.  The
address of the principal executive offices of the Company is 55 East
Camperdown Way, P. O. Box 1028, Greenville, South Carolina 29602 and its
telephone number at that address is (803) 271-7733. 
                   ___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                   ___________________________

     No person is authorized to give any information or make any
representation not contained in this Prospectus; and any information,
data or representation not contained herein must not be relied upon as
having been authorized by Bowater Incorporated.  This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than the Plan Shares offered by this Prospectus or an
offer to sell, or a solicitation of an offer to buy, any of the Plan
Shares in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.  Neither the delivery of
this Prospectus nor any sales or distributions of securities made
hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date
hereof or that the information herein is correct as of any time
subsequent to its date.

     The date of this Prospectus is July 21, 1995.

<PAGE>
                        TABLE OF CONTENTS

                                                            Page

AVAILABLE INFORMATION...............................         

INCORPORATION OF CERTAIN DOCUMENTS
  BY REFERENCE AND ADDITIONAL INFORMATION...........         

THE COMPANY.........................................         

SELLING SHAREHOLDERS................................         

PLAN OF DISTRIBUTION................................         

USE OF PROCEEDS.....................................         

EXPERTS.............................................         

INDEMNIFICATION.....................................        

 
<PAGE>
                        AVAILABLE INFORMATION


     Bowater Incorporated (the "Company" or "Bowater") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the
Public Reference Room of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices as
follows:  Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661-2511 and Suite 1300, Seven World Trade
Center, New York, New York 10048.  Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.  The Company's
Common Stock is listed on the New York Stock Exchange, Inc. and the
Pacific Stock Exchange Incorporated and reports, proxy statements and
other information can be inspected at the respective offices of such
Exchanges at 20 Broad Street, New York, New York 10005 and 301 Pine
Street, San Francisco, California.

     The Company has filed with the Commission a Registration Statement
on Form S-8 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), in connection with this offering.  In accordance with the relevant
rules and regulations of the Commission, this Prospectus, which forms a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement.  Statements
contained herein concerning provisions of certain documents are not
necessarily complete and, in each instance, reference is made to a copy
of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission.  Each such statement is qualified in
its entirety by such reference.  For further information, reference is
hereby made to the Registration Statement.

               INCORPORATION OF CERTAIN DOCUMENTS BY
               REFERENCE AND ADDITIONAL INFORMATION

     The following documents heretofore filed with the Commission
pursuant to the 1934 Act and the Securities Act, are incorporated herein
by reference:

     (1)     The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.

     (2)     The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.

     (3)     The description of the Company's Common Stock contained in a
registration statement on Form S-3, Registration No. 33-51569, filed
under the Securities Act, including any amendment or report filed for the
purpose of updating such description.

     All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents (such documents and the
documents enumerated above, being hereinafter referred to as
"Incorporated Documents", provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to
Section 13, 14 or 15(d) of the 1934 Act in each year during which the
offering made by this Prospectus is in effect prior to the filing with
the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference
in this Prospectus or be a part hereof from and after such filing of such
Annual Report on Form 10-K).

     Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

     The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the
written or oral request of any such person, a copy of all of the
information that has been incorporated by reference in this Prospectus
(not including exhibits to the information incorporated by reference). 
Requests for such copies should be directed to Investor Relations
Department, Bowater Incorporated, 55 East Camperdown Way, P. O. Box 1028,
Greenville, South Carolina 29602 (Telephone: (803) 271-7733).  The
Company will also promptly furnish, without charge, on written request of
any person to whom this Prospectus is delivered, a copy of the Company's
annual report to shareholders for its last fiscal year.

                                THE COMPANY

     The Company, together with its consolidated subsidiaries, is engaged
in the manufacture, sale and distribution of newsprint, directory paper,
uncoated groundwood specialties, coated groundwood paper, market pulp,
continuous stock computer forms and lumber.  The Company operates
facilities in both the United States and Canada, and manages and controls
approximately 3.7 million acres of timberlands to support these
facilities.  The Company markets and distributes various products in the
United States, Canada and overseas.  The Company was incorporated in
Delaware in 1964.  The Company's principal executive offices are located
at 55 East Camperdown Way, Greenville, South Carolina 29602, and its
telephone number at that address is (803) 271-7733.

                         SELLING SHAREHOLDERS

     This Prospectus covers Plan Shares that have been acquired on or
prior to July 21, 1995 by the Selling Shareholders.

     The following table sets forth the name of each of the Selling
Shareholders, his or her position, office or other material relationship
with the Company within the past three years and the amount of Common
Stock beneficially owned by such Selling Shareholder prior to the offer,
the amount of Common Stock to be offered for the Selling Shareholder's
account, the amount and (if 1% or more) the percentage of the Common
Stock to be owned by such Selling Shareholder after completion of the
offering.

<PAGE>
<TABLE>
<CAPTION>
                                            Number of
                                            Shares
Name and Position   Beneficial Ownership    Being   Beneficial Ownership 
  with Company      Prior to the Offering   Offered    after Offering
_________________   _____________________   _______ ____________________

                    Number                          Number
                      of                              of
                    Shares        Percent           Shares       Percent
                    ______        _______           ______       _______

<S>                 <C>           <C>       <C>     <C>          <C>
Richard Laster      7,709            *      7,709      0            0
served as a 
Director of the
Company from 
1984 until his
retirement on
May 24, 1995.

Mrs. Mary White     2,264            *      2,264      0            0         
is the beneficiary
under the Plan of
James White, who
served as a 
Director of the 
Company from 
February 1993
until his death
on June 24, 1994.


* Represents holdings of less than 1% of the outstanding shares of Common
Stock.

</TABLE>

<PAGE>
                        PLAN OF DISTRIBUTION

     The Selling Shareholders may sell shares of Common Stock in any of
the following ways:  (i) through dealers; (ii) through agents; or (iii)
directly to one or more purchasers.  The distribution of the shares of
Common Stock may be effected from time to time in one or more
transactions.  Any such transaction may be effected at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or fixed prices.  The Selling
Shareholders may effect such transactions by selling shares of Common
Stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
Selling Shareholders and/or commissions from purchasers of shares of
Common Stock for whom they may act as agents.  The Selling Shareholders
and any broker-dealers or agents that participate in the distribution of
shares of Common Stock by them might be deemed to be underwriters, and
any discounts, commissions or concessions received by any such broker-
dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.

                            USE OF PROCEEDS

     Each Selling Shareholder will receive all of the net proceeds from
the sale of the Plan shares owned by such Selling Shareholder and offered
hereby.  The Company will not receive any proceeds from the sale of such
Plan Shares.

                                EXPERTS

     The consolidated financial statements and schedules of Bowater
Incorporated and subsidiaries as of December 31, 1994 and 1993 and for
each of the years in the three-year period ended December 31, 1994, have
been incorporated by reference herein in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.

     The report of said firm covering the December 31, 1992 financial
statements refers to accounting changes regarding the Company's adoption
of the provisions of the Financial Accounting Standards Board's Statement
on Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," in 1992.

                           INDEMNIFICATION

     The Company, pursuant to resolutions of the Board, now provides and,
pursuant to applicable statutes, may in the future in connection with
specific occasions provide, for the indemnification, subject to certain
conditions, of each director and officer of the Company against
liabilities and expenses incurred by him in connection with litigation in
which he may be involved as such director or officer, including any
action, suit or proceeding arising out of the preparation, filing or use
of registration statements or prospectuses relating to the issuance and
sale of securities, whether brought under the Securities Act or any other
applicable law.  Under applicable statutes, such indemnification is
mandatory if the director or officer is successful in his defense. 
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers pursuant to the foregoing,
or otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
<PAGE>

                        BOWATER INCORPORATED

                           COMMON STOCK
                        ($1.00 Par Value)

                            PROSPECTUS

                       Dated:  July 21, 1995


     A registration statement with respect to shares of Common Stock,
$1.00 par value, of Bowater Incorporated, has been filed with the
Securities and Exchange Commission, Washington, D.C. 20549.  This
Prospectus is to be utilized as part of the Company's Registration
Statement No. ________.  For further information with respect to the
securities offered hereby and the Company, reference is made to the
registration statement, including the exhibits, which may be examined at
the Securities and Exchange Commission's office in Washington, D.C.


                               PART II.

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Bowater Incorporated (the
"Company") with the Securities and Exchange Commission are incorporated
into this Registration Statement:

     (1)     the Company's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1994 and the accountant's reports of KPMG
             Peat Marwick LLP included or incorporated by reference
             therein;

     (2)     all other reports filed pursuant to Section 13(a) or 15(d)
             of the Securities Exchange Act of 1934 (the "Exchange Act")
             since December 31, 1994; and

     (3)     the description of the Company's Common Stock, $1.00 par
             value per share, contained in a registration statement filed
             under Section 12 of the Exchange Act, including any
             amendment or report filed for the purpose of updating such
             description.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby 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 hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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 Company 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     The shares of the Company's Common Stock to be reoffered and resold
by the Selling Shareholders identified in the Prospectus filed as part of
this Registration Statement were obtained by the Selling Shareholders in
exempt transactions under Section 4(2) of the Securities Act of 1933, as
amended.  The Selling Shareholders are a retired director of the Company
and the beneficiary of a deceased director who acquired such shares of
Common Stock in accordance with the terms of the Plan. 

ITEM 8.  EXHIBITS

4.1     Restated Certificate of Incorporation of the Company, as amended
        (incorporated by reference to Exhibit 4.2 to the Company's
        Registration Statement No. 33-51569).

4.2     Certificate of Designations of the 7% PRIDES, Series B
        Convertible Preferred Stock of the Company (incorporated by
        reference to Exhibit 4.1 to the Company'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 Company (incorporated by reference to
        Exhibit 4.2 to the Company's Current Report on Form 8-K dated
        February 1, 1994).

4.4     Bylaws of the Company (incorporated by reference to Exhibit 3.3
        to the Company's Registration Statement No. 33-11228).

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 Company's Registration Statement No. 2-
        93455).

4.6     Rights Agreement between the Company and Morgan Guaranty Trust 
        Company of New York is filed herewith.

4.6.1   Addendum to Rights Agreement substituting The Bank of New York as
        successor Rights Agent is filed herewith.

4.7     Indenture, dated as of August 1, 1989, by and between the Company
        and Manufacturers Hanover Trust Company, as Trustee, with respect
        to the 9% Debentures Due 2009 is filed herewith.

4.8     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1991).

4.9     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for
        1991).

4.10    Indenture, dated as of October 15, 1992, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1992).

4.11    Indenture, dated as of October 15, 1992, between the Company 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 Company's Annual Report on Form 10-K for 1992).

4.12    Deposit Agreement, dated as of February 1,1994, by and among the
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        7% PRIDES, Series B Convertible Preferred Stock, together with
        form of Depositary Receipt (incorporated by reference to Exhibit
        4.3 to the Company'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
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        8.40% Series C Cumulative Preferred Stock, together with form of
        Depositary Receipt (incorporated by reference to Exhibit 4.4 to
        the Company's Current Report on Form 8-K dated February 1, 1994).

23      Consent of KPMG Peat Marwick LLP dated July 19, 1995.

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

99      The Deferred Compensation Plan for Outside Directors of Bowater
        Incorporated, effective March 1, 1989 is filed herewith.

ITEM 9.  UNDERTAKINGS

     1.     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:

                    (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.  Notwithstanding the foregoing,
                            any increase or decrease in volume of
                            securities offered (if the total dollar value
                            of securities offered would not exceed that
                            which was registered) and any deviation from
                            the low or high end of the estimated
                            maximum offering range may be reflected in
                            the form of prospectus filed with the
                            Commission pursuant to Rule 424(b) of the
                            Securities Act if, in the aggregate, the
                            changes in volume and price represent no more
                            than a 20% change in the maximum aggregate
                            offering price set forth in the "Calculation
                            of Registration Fee" table in the effective
                            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 (1)(i) and (1)(ii)
                    do not apply if the Registration Statement is on
                    Form S-3 or Form S-8 and 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 15(d) of the
                    Exchange Act that are incorporated by reference in
                    the 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.


     2.     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.

     3.     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
Securities and Exchange 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 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.

<PAGE>
                           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 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 21st day of July, 1995.

                                       BOWATER INCORPORATED
                                           (Registrant)


                                       By /s/ Arnold M. Nemirow          
                                          _____________________
                                          Arnold M. Nemirow
                                          Its President and
                                              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 and on the dates indicated.


SIGNATURES                          TITLE                     DATE


        *        
_____________________     Director and Chairman of        July 21, 1995
Anthony P. Gammie         the Board



/s/ Arnold M. Nemirow
______________________    Director, President and         July 21, 1995
Arnold M. Nemirow         Chief Executive Officer



/s/ Robert C. Lancaster
_______________________   Senior Vice President           July 21, 1995
Robert C. Lancaster       and Chief Financial Officer



/s/ Michael F. Nocito
_____________________     Vice President -- Controller    July 21, 1995
Michael F. Nocito



        *          
______________________    Director                        July 21, 1995
Francis J. Aguilar



        *
______________________    Director                        July 21, 1995
Hugh D. Aycock



        * 
_______________________   Director                        July 21, 1995
Richard Barth



        * 
________________________  Director                        July 21, 1995
Kenneth M. Curtis  



        * 
________________________  Director                        July 21, 1995
H. Gordon MacNeil


        *  
________________________  Director                        July 21, 1995
Donald R. Melville



        *  
________________________  Director                        July 21, 1995
John A. Rolls



* Wendy C. Shiba, by signing his/her name 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



<PAGE>
                                  EXHIBIT INDEX



EXHIBIT                                                             PAGE

4.1     Restated Certificate of Incorporation of the Company, as amended
        (incorporated by reference to Exhibit 4.2 to the Company's
        Registration Statement No. 33-51569).

4.2     Certificate of Designations of the 7% PRIDES, Series B
        Convertible Preferred Stock of the Company (incorporated by
        reference to Exhibit 4.1 to the Company'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 Company (incorporated by reference to
        Exhibit 4.2 to the Company's Current Report on Form 8-K dated
        February 1, 1994).

4.4     Bylaws of the Company (incorporated by reference to Exhibit 3.3
        to the Company's Registration Statement No. 33-11228).

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 Company's Registration Statement No. 2-
        93455).

4.6     Rights Agreement between the Company and Morgan Guaranty Trust 
        Company of New York is filed herewith.

4.6.1   Addendum to Rights Agreement substituting The Bank of New York as
        successor Rights Agent is filed herewith.

4.7     Indenture, dated as of August 1, 1989, by and between the Company
        and Manufacturers Hanover Trust Company, as Trustee, with respect
        to the 9% Debentures Due 2009 is filed herewith.

4.8     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1991).

4.9     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for
        1991).

4.10    Indenture, dated as of October 15, 1992, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1992).

4.11    Indenture, dated as of October 15, 1992, between the Company 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 Company's Annual Report on Form 10-K for 1992).

4.12    Deposit Agreement, dated as of February 1,1994, by and among the
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        7% PRIDES, Series B Convertible Preferred Stock, together with
        form of Depositary Receipt (incorporated by reference to Exhibit
        4.3 to the Company'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
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        8.40% Series C Cumulative Preferred Stock, together with form of
        Depositary Receipt (incorporated by reference to Exhibit 4.4 to
        the Company's Current Report on Form 8-K dated February 1, 1994).

23      Consent of KPMG Peat Marwick LLP dated July 19, 1995.

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

99      The Deferred Compensation Plan for Outside Directors of Bowater
        Incorporated, effective March 1, 1989 is filed herewith.


[f:\fallon\bowater\s8bwtr.asc]
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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 incorporation or organization)
                     (I.R.S. employer identification no.)

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

        THE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF
                           BOWATER INCORPORATED                 
                         (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             
                 (Name and address of agent for service)
                             (803) 271-7733                         
   (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of                  Proposed        Proposed
Securities                Maximum         Maximum
to be       Amount to be  Offering Price  Aggregate         Amount of
Registered* Registered    Per Share**     Offering Price**  Registration Fee
___________ ____________  ______________  ________________  ________________
Common Stock,
Par Value 
$1.00
Per Share   60,000 shares   $47.25          $2,835,000          $977.59
____________________________________________________________________________
This Registration Statement also pertains to Common Stock Rights
that are currently evidenced by certificates for Shares of Common Stock
and automatically trade with such Common Stock.
Estimated for purposes of calculation of the registration fee
pursuant to Rule 457(c) and based upon an average of the high and low
prices that the Common Stock of Bowater Incorporated was sold for on the
New York Stock Exchange on July 19, 1995.
__________________________________________________________

     This Registration Statement shall become effective in accordance
with the provisions of Section 8(a) of the Securities Act of 1933 and
Rule 462 promulgated thereunder.
PART I.

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Items 1 and 2 of Form S-8 is not
required to be filed as part of this Registration Statement in connection
with the registration of the offering of the Registrant's Common Stock to
be allocated to the accounts of participants in the Deferred Compensation
Plan for Outside Directors of Bowater Incorporated (the "Plan") following
the date of the filing of this Registration Statement and such
information will be delivered to persons eligible to participate in the
Plan.

     A Reoffer Prospectus prepared in accordance with General Instruction
C of Form S-8 in connection with the reoffer and resale of certain shares
of the Registrant's Common Stock acquired under the Plan prior to the
date of the filing of this Registration Statement is as follows:

                             PROSPECTUS

                        BOWATER INCORPORATED
                       55 East Camperdown Way
                           P. O. Box 1028
                  Greenville, South Carolina 29602
                     Telephone: (803) 271-7733

                    9,973 Shares of Common Stock
                         ($1.00 par value)

     This Prospectus relates to offers and sales of shares ("Plan
Shares") of the Common Stock, $1.00 par value, of Bowater Incorporated, a
Delaware corporation (the "Company") that were acquired on or prior to
July 21, 1995 by certain directors of the Company or their beneficiaries
(the "Selling Shareholders") pursuant to the Deferred Compensation Plan
for Outside Directors of Bowater Incorporated (the "Plan").  The Selling
Shareholders may offer the Plan Shares from time to time to purchasers
directly or through underwriters, dealers or agents.  The Plan Shares may
be sold at market prices prevailing at the time of sale or at negotiated
prices.  The Company will receive no portion of the proceeds of the sales
made hereunder.  All expenses of registration incurred in connection with
this offering are being borne by the Company, but all selling and other
expenses incurred by the Selling Shareholders will be borne by such
Selling Shareholders.

     The Company's Common Stock, including the Plan Shares, is listed on
the New York Stock Exchange (stock symbol BOW), the Pacific Stock
Exchange, the London Stock Exchange and the Swiss Stock Exchange.  The
address of the principal executive offices of the Company is 55 East
Camperdown Way, P. O. Box 1028, Greenville, South Carolina 29602 and its
telephone number at that address is (803) 271-7733. 
                   ___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                   ___________________________

     No person is authorized to give any information or make any
representation not contained in this Prospectus; and any information,
data or representation not contained herein must not be relied upon as
having been authorized by Bowater Incorporated.  This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than the Plan Shares offered by this Prospectus or an
offer to sell, or a solicitation of an offer to buy, any of the Plan
Shares in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.  Neither the delivery of
this Prospectus nor any sales or distributions of securities made
hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date
hereof or that the information herein is correct as of any time
subsequent to its date.

     The date of this Prospectus is July 21, 1995.
TABLE OF CONTENTS

                                                            Page

AVAILABLE INFORMATION...............................         

INCORPORATION OF CERTAIN DOCUMENTS
  BY REFERENCE AND ADDITIONAL INFORMATION...........         

THE COMPANY.........................................         

SELLING SHAREHOLDERS................................         

PLAN OF DISTRIBUTION................................         

USE OF PROCEEDS.....................................         

EXPERTS.............................................         

INDEMNIFICATION.....................................
AVAILABLE INFORMATION

     Bowater Incorporated (the "Company" or "Bowater") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the
Public Reference Room of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices as
follows:  Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661-2511 and Suite 1300, Seven World Trade
Center, New York, New York 10048.  Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.  The Company's
Common Stock is listed on the New York Stock Exchange, Inc. and the
Pacific Stock Exchange Incorporated and reports, proxy statements and
other information can be inspected at the respective offices of such
Exchanges at 20 Broad Street, New York, New York 10005 and 301 Pine
Street, San Francisco, California.

     The Company has filed with the Commission a Registration Statement
on Form S-8 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), in connection with this offering.  In accordance with the relevant
rules and regulations of the Commission, this Prospectus, which forms a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement.  Statements
contained herein concerning provisions of certain documents are not
necessarily complete and, in each instance, reference is made to a copy
of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission.  Each such statement is qualified in
its entirety by such reference.  For further information, reference is
hereby made to the Registration Statement.

               INCORPORATION OF CERTAIN DOCUMENTS BY
               REFERENCE AND ADDITIONAL INFORMATION

     The following documents heretofore filed with the Commission
pursuant to the 1934 Act and the Securities Act, are incorporated herein
by reference:

     (1)     The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.

     (2)     The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.

     (3)     The description of the Company's Common Stock contained in a
registration statement on Form S-3, Registration No. 33-51569, filed
under the Securities Act, including any amendment or report filed for the
purpose of updating such description.

     All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents (such documents and the
documents enumerated above, being hereinafter referred to as
"Incorporated Documents", provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to
Section 13, 14 or 15(d) of the 1934 Act in each year during which the
offering made by this Prospectus is in effect prior to the filing with
the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference
in this Prospectus or be a part hereof from and after such filing of such
Annual Report on Form 10-K).

     Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

     The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the
written or oral request of any such person, a copy of all of the
information that has been incorporated by reference in this Prospectus
(not including exhibits to the information incorporated by reference). 
Requests for such copies should be directed to Investor Relations
Department, Bowater Incorporated, 55 East Camperdown Way, P. O. Box 1028,
Greenville, South Carolina 29602 (Telephone: (803) 271-7733).  The
Company will also promptly furnish, without charge, on written request of
any person to whom this Prospectus is delivered, a copy of the Company's
annual report to shareholders for its last fiscal year.

                                THE COMPANY

     The Company, together with its consolidated subsidiaries, is engaged
in the manufacture, sale and distribution of newsprint, directory paper,
uncoated groundwood specialties, coated groundwood paper, market pulp,
continuous stock computer forms and lumber.  The Company operates
facilities in both the United States and Canada, and manages and controls
approximately 3.7 million acres of timberlands to support these
facilities.  The Company markets and distributes various products in the
United States, Canada and overseas.  The Company was incorporated in
Delaware in 1964.  The Company's principal executive offices are located
at 55 East Camperdown Way, Greenville, South Carolina 29602, and its
telephone number at that address is (803) 271-7733.

                         SELLING SHAREHOLDERS

     This Prospectus covers Plan Shares that have been acquired on or
prior to July 21, 1995 by the Selling Shareholders.

     The following table sets forth the name of each of the Selling
Shareholders, his or her position, office or other material relationship
with the Company within the past three years and the amount of Common
Stock beneficially owned by such Selling Shareholder prior to the offer,
the amount of Common Stock to be offered for the Selling Shareholder's
account, the amount and (if 1% or more) the percentage of the Common
Stock to be owned by such Selling Shareholder after completion of the
offering.
Number of
                                            Shares
Name and Position   Beneficial Ownership    Being   Beneficial Ownership 
  with Company      Prior to the Offering   Offered    after Offering
_________________   _____________________   _______ ____________________

                    Number                          Number
                      of                              of
                    Shares        Percent           Shares       Percent
                    ______        _______           ______       _______
Richard Laster      7,709            *      7,709      0            0
served as a 
Director of the
Company from 
1984 until his
retirement on
May 24, 1995.

Mrs. Mary White     2,264            *      2,264      0            0         
is the beneficiary
under the Plan of
James White, who
served as a 
Director of the 
Company from 
February 1993
until his death
on June 24, 1994.

* Represents holdings of less than 1% of the outstanding shares of Common
Stock.
PLAN OF DISTRIBUTION

     The Selling Shareholders may sell shares of Common Stock in any of
the following ways:  (i) through dealers; (ii) through agents; or (iii)
directly to one or more purchasers.  The distribution of the shares of
Common Stock may be effected from time to time in one or more
transactions.  Any such transaction may be effected at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or fixed prices.  The Selling
Shareholders may effect such transactions by selling shares of Common
Stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from
Selling Shareholders and/or commissions from purchasers of shares of
Common Stock for whom they may act as agents.  The Selling Shareholders
and any broker-dealers or agents that participate in the distribution of
shares of Common Stock by them might be deemed to be underwriters, and
any discounts, commissions or concessions received by any such broker-
dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.

                            USE OF PROCEEDS

     Each Selling Shareholder will receive all of the net proceeds from
the sale of the Plan shares owned by such Selling Shareholder and offered
hereby.  The Company will not receive any proceeds from the sale of such
Plan Shares.

                                EXPERTS

     The consolidated financial statements and schedules of Bowater
Incorporated and subsidiaries as of December 31, 1994 and 1993 and for
each of the years in the three-year period ended December 31, 1994, have
been incorporated by reference herein in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.

     The report of said firm covering the December 31, 1992 financial
statements refers to accounting changes regarding the Company's adoption
of the provisions of the Financial Accounting Standards Board's Statement
on Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," in 1992.

                           INDEMNIFICATION

     The Company, pursuant to resolutions of the Board, now provides and,
pursuant to applicable statutes, may in the future in connection with
specific occasions provide, for the indemnification, subject to certain
conditions, of each director and officer of the Company against
liabilities and expenses incurred by him in connection with litigation in
which he may be involved as such director or officer, including any
action, suit or proceeding arising out of the preparation, filing or use
of registration statements or prospectuses relating to the issuance and
sale of securities, whether brought under the Securities Act or any other
applicable law.  Under applicable statutes, such indemnification is
mandatory if the director or officer is successful in his defense. 
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers pursuant to the foregoing,
or otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
BOWATER INCORPORATED

                           COMMON STOCK
                        ($1.00 Par Value)

                            PROSPECTUS

                       Dated:  July 21, 1995

     A registration statement with respect to shares of Common Stock,
$1.00 par value, of Bowater Incorporated, has been filed with the
Securities and Exchange Commission, Washington, D.C. 20549.  This
Prospectus is to be utilized as part of the Company's Registration
Statement No. ________.  For further information with respect to the
securities offered hereby and the Company, reference is made to the
registration statement, including the exhibits, which may be examined at
the Securities and Exchange Commission's office in Washington, D.C.

                               PART II.

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Bowater Incorporated (the
"Company") with the Securities and Exchange Commission are incorporated
into this Registration Statement:

     (1)     the Company's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1994 and the accountant's reports of KPMG
             Peat Marwick LLP included or incorporated by reference
             therein;

     (2)     all other reports filed pursuant to Section 13(a) or 15(d)
             of the Securities Exchange Act of 1934 (the "Exchange Act")
             since December 31, 1994; and

     (3)     the description of the Company's Common Stock, $1.00 par
             value per share, contained in a registration statement filed
             under Section 12 of the Exchange Act, including any
             amendment or report filed for the purpose of updating such
             description.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby 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 hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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 Company 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     The shares of the Company's Common Stock to be reoffered and resold
by the Selling Shareholders identified in the Prospectus filed as part of
this Registration Statement were obtained by the Selling Shareholders in
exempt transactions under Section 4(2) of the Securities Act of 1933, as
amended.  The Selling Shareholders are a retired director of the Company
and the beneficiary of a deceased director who acquired such shares of
Common Stock in accordance with the terms of the Plan. 

ITEM 8.  EXHIBITS

4.1     Restated Certificate of Incorporation of the Company, as amended
        (incorporated by reference to Exhibit 4.2 to the Company's
        Registration Statement No. 33-51569).

4.2     Certificate of Designations of the 7% PRIDES, Series B
        Convertible Preferred Stock of the Company (incorporated by
        reference to Exhibit 4.1 to the Company'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 Company (incorporated by reference to
        Exhibit 4.2 to the Company's Current Report on Form 8-K dated
        February 1, 1994).

4.4     Bylaws of the Company (incorporated by reference to Exhibit 3.3
        to the Company's Registration Statement No. 33-11228).

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 Company's Registration Statement No. 2-
        93455).

4.6     Rights Agreement between the Company and Morgan Guaranty Trust 
        Company of New York is filed herewith.

4.6.1   Addendum to Rights Agreement substituting The Bank of New York as
        successor Rights Agent is filed herewith.

4.7     Indenture, dated as of August 1, 1989, by and between the Company
        and Manufacturers Hanover Trust Company, as Trustee, with respect
        to the 9% Debentures Due 2009 is filed herewith.

4.8     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1991).

4.9     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for
        1991).

4.10    Indenture, dated as of October 15, 1992, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1992).

4.11    Indenture, dated as of October 15, 1992, between the Company 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 Company's Annual Report on Form 10-K for 1992).

4.12    Deposit Agreement, dated as of February 1,1994, by and among the
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        7% PRIDES, Series B Convertible Preferred Stock, together with
        form of Depositary Receipt (incorporated by reference to Exhibit
        4.3 to the Company'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
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        8.40% Series C Cumulative Preferred Stock, together with form of
        Depositary Receipt (incorporated by reference to Exhibit 4.4 to
        the Company's Current Report on Form 8-K dated February 1, 1994).

23      Consent of KPMG Peat Marwick LLP dated July 19, 1995.

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

99      The Deferred Compensation Plan for Outside Directors of Bowater
        Incorporated, effective March 1, 1989 is filed herewith.

ITEM 9.  UNDERTAKINGS

     1.     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:

                    (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.  Notwithstanding the foregoing,
                            any increase or decrease in volume of
                            securities offered (if the total dollar value
                            of securities offered would not exceed that
                            which was registered) and any deviation from
                            the low or high end of the estimated
                            maximum offering range may be reflected in
                            the form of prospectus filed with the
                            Commission pursuant to Rule 424(b) of the
                            Securities Act if, in the aggregate, the
                            changes in volume and price represent no more
                            than a 20% change in the maximum aggregate
                            offering price set forth in the "Calculation
                            of Registration Fee" table in the effective
                            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 (1)(i) and (1)(ii)
                    do not apply if the Registration Statement is on
                    Form S-3 or Form S-8 and 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 15(d) of the
                    Exchange Act that are incorporated by reference in
                    the 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.

     2.     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.

     3.     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
Securities and Exchange 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 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.
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 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 21st day of July, 1995.

                                       BOWATER INCORPORATED
                                           (Registrant)

                                       By /s/ Arnold M. Nemirow          
                                          _____________________
                                          Arnold M. Nemirow
                                          Its President and
                                              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 and on the dates indicated.

SIGNATURES                          TITLE                     DATE

        *        
_____________________     Director and Chairman of        July 21, 1995
Anthony P. Gammie         the Board

/s/ Arnold M. Nemirow
______________________    Director, President and         July 21, 1995
Arnold M. Nemirow         Chief Executive Officer

/s/ Robert C. Lancaster
_______________________   Senior Vice President           July 21, 1995
Robert C. Lancaster       and Chief Financial Officer

/s/ Michael F. Nocito
_____________________     Vice President -- Controller    July 21, 1995
Michael F. Nocito

        *          
______________________    Director                        July 21, 1995
Francis J. Aguilar

        *
______________________    Director                        July 21, 1995
Hugh D. Aycock

        * 
_______________________   Director                        July 21, 1995
Richard Barth

        * 
________________________  Director                        July 21, 1995
Kenneth M. Curtis  

        * 
________________________  Director                        July 21, 1995
H. Gordon MacNeil

        *  
________________________  Director                        July 21, 1995
Donald R. Melville

        *  
________________________  Director                        July 21, 1995
John A. Rolls

* Wendy C. Shiba, by signing his/her name 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
EXHIBIT INDEX

EXHIBIT                                                             PAGE

4.1     Restated Certificate of Incorporation of the Company, as amended
        (incorporated by reference to Exhibit 4.2 to the Company's
        Registration Statement No. 33-51569).

4.2     Certificate of Designations of the 7% PRIDES, Series B
        Convertible Preferred Stock of the Company (incorporated by
        reference to Exhibit 4.1 to the Company'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 Company (incorporated by reference to
        Exhibit 4.2 to the Company's Current Report on Form 8-K dated
        February 1, 1994).

4.4     Bylaws of the Company (incorporated by reference to Exhibit 3.3
        to the Company's Registration Statement No. 33-11228).

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 Company's Registration Statement No. 2-
        93455).

4.6     Rights Agreement between the Company and Morgan Guaranty Trust 
        Company of New York is filed herewith.

4.6.1   Addendum to Rights Agreement substituting The Bank of New York as
        successor Rights Agent is filed herewith.

4.7     Indenture, dated as of August 1, 1989, by and between the Company
        and Manufacturers Hanover Trust Company, as Trustee, with respect
        to the 9% Debentures Due 2009 is filed herewith.

4.8     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1991).

4.9     Indenture, dated as of December 1, 1991, by and between the
        Company 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 Company's Annual Report on Form 10-K for
        1991).

4.10    Indenture, dated as of October 15, 1992, by and between the
        Company 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 Company's Annual Report on Form 10-K for 
        1992).

4.11    Indenture, dated as of October 15, 1992, between the Company 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 Company's Annual Report on Form 10-K for 1992).

4.12    Deposit Agreement, dated as of February 1,1994, by and among the
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        7% PRIDES, Series B Convertible Preferred Stock, together with
        form of Depositary Receipt (incorporated by reference to Exhibit
        4.3 to the Company'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
        Company, Trust Company Bank, as Depositary, and the holders from
        time to time of the Depositary Receipts relating to the Company's
        8.40% Series C Cumulative Preferred Stock, together with form of
        Depositary Receipt (incorporated by reference to Exhibit 4.4 to
        the Company's Current Report on Form 8-K dated February 1, 1994).

23      Consent of KPMG Peat Marwick LLP dated July 19, 1995.

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

99      The Deferred Compensation Plan for Outside Directors of Bowater
        Incorporated, effective March 1, 1989 is filed herewith.

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