NO. 33-

                            SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.  20549

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

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

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

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

          DELAWARE                                     62-0721803     
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)
    55 EAST CAMPERDOWN WAY
    P.O. BOX 1028
    GREENVILLE, SOUTH CAROLINA                          29602   
   (Address of principal executive offices)          (Zip Code)

             GREAT NORTHERN PAPER, INC. HOURLY 401(K) 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       Proposed
Securities                 Maximum        Maximum          Amount of
to be         Amount to be Offering Price Aggregate        Registration
Registered*   Registered   Per Share**    Offering Price** Fee
__________    ____________ ______________ ______________   ____________

Common Stock,
Par Value 
$1.00
Per Share   185,000 shares   $41.19       $7,620,150.00    $2,627.64     

  * 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 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 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 Great Northern Paper,
Inc. Hourly 401(k) 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 9, 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      Great Northern Paper, Inc. Hourly 401(k) 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.

<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 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 --          November 16, 1995
Michael F. Nocito           Controller


        *
________________________    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.

                         GREAT NORTHERN PAPER, INC.
                         HOURLY 401(K) SAVINGS PLAN


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




<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 3.1
        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 9, 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      Great Northern Paper, Inc. Hourly 401(k) Savings Plan, as
        amended, is filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27370}]
{"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": "033-64371", "film-number": "95594542"}, "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"}}
NO. 33-

                            SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.  20549

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

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

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

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

          DELAWARE                                     62-0721803     
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)
    55 EAST CAMPERDOWN WAY
    P.O. BOX 1028
    GREENVILLE, SOUTH CAROLINA                          29602   
   (Address of principal executive offices)          (Zip Code)

             GREAT NORTHERN PAPER, INC. HOURLY 401(K) 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       Proposed
Securities                 Maximum        Maximum          Amount of
to be         Amount to be Offering Price Aggregate        Registration
Registered*   Registered   Per Share**    Offering Price** Fee
__________    ____________ ______________ ______________   ____________

Common Stock,
Par Value 
$1.00
Per Share   185,000 shares   $41.19       $7,620,150.00    $2,627.64     

  * 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 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 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 Great Northern Paper,
Inc. Hourly 401(k) 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 9, 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      Great Northern Paper, Inc. Hourly 401(k) 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 --          November 16, 1995
Michael F. Nocito           Controller

        *
________________________    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.

                         GREAT NORTHERN PAPER, INC.
                         HOURLY 401(K) SAVINGS PLAN

                             /S/ Aaron B. Whitlock
                         By:_______________________
                            Aaron B. Whitlock
                            _______________________
                            Plan Administrator
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 3.1
        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 9, 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      Great Northern Paper, Inc. Hourly 401(k) Savings Plan, as
        amended, is filed herewith.