REGISTRATION 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 identification
incorporation or organization)     number)                

55 East Camperdown Way
P.O. Box 1028         
Greenville, South Carolina                                        29602   
 
(Address of Principal Executive Offices)                       (Zip Code)


             BOWATER COMMUNICATION PAPERS INC. 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
                      (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 Maximum   Proposed Maximum            
Securities                   Aggregate          Aggregate      Amount of
to be       Amount to be     Offering           Offering     Registration
Registered* Registered    Price per Share*       Price*          Fee
- -------------------------------------------------------------------------

Common Stock,
par value
$1.00
per share  75,000 shares      $41.19          $3,089,250       $1,065.26
    
*     This Registration Statement also pertains to (1) Common Stock
Rights that are currently evidenced by certificates for shares of Common
Stock and automatically trade with such Common Stock, and (2) an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein in accordance with Rule 416(c)
under the Securities Act of 1933.

**   Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933 based on the
average of the high and low prices that the Common Stock of Bowater
Incorporated was sold for on the New York Stock Exchange on November 15,
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.

<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
allocated to the accounts of participants in the Bowater Communication
Papers Inc. Employees' Savings Plan (the "Plan") and such information
will be delivered to persons eligible to participate in the Plan.


                                    PART II.

               Information Required in the Registration Statement


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (1)     the latest annual reports of the Company and the Plan filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), or, in the case of the Company, the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
(the "Securities Act") that contains audited financial statements for the
Company's latest fiscal year for which such statements have been filed;

     (2)     all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company annual report or prospectus referred to in (1) above; 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 and the
Plan 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

     Not applicable.


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 3.1
to the Company's Quarterly Report 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 Company's Registration
Statement No. 2-93455).

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

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 Company's Registration Statement No. 33-61219).

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 (incorporated by reference to  Exhibit 4.7 to the
Company's Registration Statement No. 33-61219).

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 November 15, 1995 is filed
herewith.

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

99      Bowater Communication Papers Inc. Employees' Savings Plan, as
amended, 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.

     4.     Pursuant to Item 8 of Form S-8, 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.


                                   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 16th day of November, 1995.


                              BOWATER INCORPORATED
                                  (Registrant)

                                 /S/ Arnold M. Nemirow
                              By_________________________________        

                                 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     November 16, 1995
Anthony P. Gammie           the Board


/S/ Arnold M. Nemirow
_____________________     Director, President and      November 16, 1995
Arnold M. Nemirow           Chief Executive Officer     


/S/ David G. Maffucci
_____________________      Senior Vice President -     November 16, 1995
David G. Maffucci            Chief Financial Officer
                             and Treasurer


/S/ Michael F. Nocito
_____________________      Vice President - Controller November 16, 1995
Michael F. Nocito



        *
_____________________      Director                    November 16, 1995
Francis J. Aguilar




        *
_____________________       Director                   November 16, 1995
Hugh D. Aycock



        *
______________________      Director                   November 16, 1995
Richard Barth


        *
______________________      Director                   November 16, 1995
Kenneth M. Curtis  



        *
_____________________       Director                   November 16, 1995
H. Gordon MacNeill


        *
_____________________       Director                   November 16, 1995
Donald R. Melville



        *
_____________________       Director                    November 16, 1995
John A. Rolls


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


                                  /S/ Wendy C. Shiba
                              By ___________________________
                                 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 Employee Benefit
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 November 16, 1995.

                              BOWATER COMMUNICATION PAPERS INC.
                              EMPLOYEES' SAVINGS PLAN


                                  /S/ Aaron B. Whitlock
                              By:_______________________
                                 Aaron B. Whitlock
                                 _______________________
                                 Plan Administrator



<PAGE>
                           EXHIBIT INDEX

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 3.1
to the Company's Quarterly Report 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 Company's Registration
Statement No. 2-93455).

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

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 Company's Registration Statement No. 33-61219).

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 (incorporated by reference to  Exhibit 4.7 to the
Company's Registration Statement No. 33-61219).

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 16, 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 16, 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 November 15, 1995 is filed
herewith.

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

99      Bowater Communication Papers Inc. Employees' Savings Plan, as
amended, is filed herewith.


[f:\fallon\bowater\bcpi\s-8.red]
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25144}]
{"company-data": {"conformed-name": "BOWATER INC", "cik": "0000743368", "assigned-sic": "2621", "irs-number": "620721803", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64373", "film-number": "95594549"}, "business-address": {"street1": "55 EAST CAMPERDOWN WAY", "street2": "P O BOX 1028", "city": "GREENVILLE", "state": "SC", "zip": "29602", "phone": "8032717733"}, "mail-address": {"street1": "55 EAST CAMPERDOWN WAY", "street2": "P O BOX 1028", "city": "GREENVILLE", "state": "SC", "zip": "29602"}}
REGISTRATION 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 identification
incorporation or organization)     number)                

55 East Camperdown Way
P.O. Box 1028         
Greenville, South Carolina                                        29602   
 
(Address of Principal Executive Offices)                       (Zip Code)

             BOWATER COMMUNICATION PAPERS INC. 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
                      (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 Maximum   Proposed Maximum            
Securities                   Aggregate          Aggregate      Amount of
to be       Amount to be     Offering           Offering     Registration
Registered* Registered    Price per Share*       Price*          Fee
- -------------------------------------------------------------------------

Common Stock,
par value
$1.00
per share  75,000 shares      $41.19          $3,089,250       $1,065.26
    
*     This Registration Statement also pertains to (1) Common Stock
Rights that are currently evidenced by certificates for shares of Common
Stock and automatically trade with such Common Stock, and (2) an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein in accordance with Rule 416(c)
under the Securities Act of 1933.

**   Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933 based on the
average of the high and low prices that the Common Stock of Bowater
Incorporated was sold for on the New York Stock Exchange on November 15,
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
allocated to the accounts of participants in the Bowater Communication
Papers Inc. Employees' Savings Plan (the "Plan") and such information
will be delivered to persons eligible to participate in the Plan.

                                    PART II.

               Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (1)     the latest annual reports of the Company and the Plan filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), or, in the case of the Company, the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
(the "Securities Act") that contains audited financial statements for the
Company's latest fiscal year for which such statements have been filed;

     (2)     all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company annual report or prospectus referred to in (1) above; 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 and the
Plan 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

     Not applicable.

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 3.1
to the Company's Quarterly Report 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 Company's Registration
Statement No. 2-93455).

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

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 Company's Registration Statement No. 33-61219).

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 (incorporated by reference to  Exhibit 4.7 to the
Company's Registration Statement No. 33-61219).

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 November 15, 1995 is filed
herewith.

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

99      Bowater Communication Papers Inc. Employees' Savings Plan, as
amended, 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.

     4.     Pursuant to Item 8 of Form S-8, 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.

                                   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 16th day of November, 1995.

                              BOWATER INCORPORATED
                                  (Registrant)

                                 /S/ Arnold M. Nemirow
                              By_________________________________        

                                 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     November 16, 1995
Anthony P. Gammie           the Board

/S/ Arnold M. Nemirow
_____________________     Director, President and      November 16, 1995
Arnold M. Nemirow           Chief Executive Officer     

/S/ David G. Maffucci
_____________________      Senior Vice President -     November 16, 1995
David G. Maffucci            Chief Financial Officer
                             and Treasurer

/S/ Michael F. Nocito
_____________________      Vice President - Controller November 16, 1995
Michael F. Nocito

        *
_____________________      Director                    November 16, 1995
Francis J. Aguilar

        *
_____________________       Director                   November 16, 1995
Hugh D. Aycock

        *
______________________      Director                   November 16, 1995
Richard Barth

        *
______________________      Director                   November 16, 1995
Kenneth M. Curtis  

        *
_____________________       Director                   November 16, 1995
H. Gordon MacNeill

        *
_____________________       Director                   November 16, 1995
Donald R. Melville

        *
_____________________       Director                    November 16, 1995
John A. Rolls

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

                                  /S/ Wendy C. Shiba
                              By ___________________________
                                 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 Employee Benefit
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 November 16, 1995.

                              BOWATER COMMUNICATION PAPERS INC.
                              EMPLOYEES' SAVINGS PLAN

                                  /S/ Aaron B. Whitlock
                              By:_______________________
                                 Aaron B. Whitlock
                                 _______________________
                                 Plan Administrator
EXHIBIT INDEX

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 3.1
to the Company's Quarterly Report 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 Company's Registration
Statement No. 2-93455).

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

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 Company's Registration Statement No. 33-61219).

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 (incorporated by reference to  Exhibit 4.7 to the
Company's Registration Statement No. 33-61219).

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 16, 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 16, 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 November 15, 1995 is filed
herewith.

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

99      Bowater Communication Papers Inc. Employees' Savings Plan, as
amended, is filed herewith.

[f:\fallon\bowater\bcpi\s-8.red]