As filed with the Securities and Exchange Commission on November 20, 2006
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              BOWATER INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

       Delaware                                     62-0721803
-------------------------              ----------------------------------------
(State of Incorporation)                 (IRS Employer Identification No.)

                      55 East Camperdown Way, P.O. Box 1028
                        Greenville, South Carolina 29602
                                 (864) 271-7733
--------------------------------------------------------------------------------
   (Address, including zip code, and telephone number,including area code, of
                    registrant's principal executive offices)

                              Bowater Incorporated
                      Supplemental Retirement Savings Plan
                         Effective as of January 1, 2005
                            (Full title of the plan)

                                Ronald T. Lindsay
             Executive Vice President, General Counsel and Secretary
                              Bowater Incorporated
                      55 East Camperdown Way, P.O. Box 1028
                        Greenville, South Carolina 29602
                                 (864) 271-7733
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================ ==================== ======================= ======================= ====================
  Title Of Each Class Of        Amount To Be         Proposed Maximum        Proposed Maximum          Amount of
Securities To Be Registered      Registered         Offering Price Per      Aggregate Offering     Registration Fee
                                                           Unit                  Price(2)
---------------------------- -------------------- ----------------------- ----------------------- --------------------
---------------------------- -------------------- ----------------------- ----------------------- --------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Participation Interests in
   Deferred Compensation         $10,000,000               N/A                 $10,000,000              $1,070
          Plan(1)
============================ ==================== ======================= ======================= ====================
</TABLE>
     1. The participation interests represent the election to defer compensation
under the Bowater Incorporated Supplemental Retirement Savings Plan (the "Plan")
for payment by Bowater  Incorporated  (and each other entity affiliated with the
Registrant  that is a  participating  employer  under the Plan (the  "Affiliated
Entity"))  in the  future,  which  obligations  to  pay  are  unsecured  general
obligations  of Bowater  Incorporated  (or its  Affiliated  Entity) and shall be
fulfilled in accordance with the terms of the Plan.

     2. Estimated solely for purposes of calculating the  registration  fee, and
pursuant  to Rule  457(h)  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act, as amended, and the "Note" to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by  Bowater  Incorporated,   a  Delaware  corporation  (the
"Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2005, filed with the Commission on March 13, 2006;

     (b)  The Registrant's  Quarterly Reports on Form 10-Q for the quarter ended
          March 31, 2006,  filed with the  Commission  on May 10, 2006;  for the
          quarter  ended June 30, 2006,  filed with the  Commission on August 4,
          2006 and for the quarter  ended  September  30,  2006,  filed with the
          Commission on November 14, 2006; and

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on January 26, 2006; January 30, 2006; April 10, 2006; April 27, 2006;
          May 10, 2006; May 15, 2006; May 31, 2006;  July 27, 2006;  October 26,
          2006;  and November 15, 2006;  and  amendments  thereto on Form 8-K/A,
          filed on March 2, 2006.

     In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
that are  filed  subsequent  to the date  hereof  and  prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the  respective  date of filing of each such  document  (such
documents,  and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

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

<PAGE>

Item 4. Description of Securities.

     The  securities  to  be  offered  under  this  Registration  Statement  are
participation interests that constitute investment contracts.  Under the Bowater
Incorporated  Supplemental  Retirement  Savings  Plan  (the  "Plan"),  beginning
January 1, 2007,  certain  eligible  employees  who are among a select  group of
management  and  highly  compensated  employees  of  the  Registrant,  and  each
Affiliated Entity, may elect to defer up to 50% of their base salary for payment
in the future.  Payment,  in accordance  with the Plan,  represents an unsecured
general  obligation  of  the  Registrant  (or  the  Affiliated  Entity,  if  the
Affiliated Entity is the participant's  employer) to pay to the participants the
value of their deferred compensation, adjusted to reflect the performance of the
participants' selected measurement  investment funds (the "Obligations").  There
is no trading market for the Obligations.

     The  Obligations  will rank without  preference  with other  unsecured  and
unsubordinated  indebtedness  of the Registrant (or the  Affiliated  Entity,  as
applicable)  from time to time  outstanding and are,  therefore,  subject to the
risks  of  the  Registrant's  (or  the  Affiliated   Entity's,   as  applicable)
insolvency.  Participants  in the Plan will have no rights to any assets held in
any trust or fund of the Registrant (or the  Affiliated  Entity,  as applicable)
except as general  creditors in the event of the Registrant's (or the Affiliated
Entity's, as applicable) insolvency or bankruptcy.

     The  compensation  deferred  under the Plan are  credited to a  bookkeeping
account established in the name of each participant. A participant's bookkeeping
account may also be credited with non-elective  excess  contributions that could
not be made under the Registrant's  tax-qualified  defined  contribution plan as
well as other non-elective employer  contributions,  more fully described in the
attached Plan document. The ultimate value of each participant's account will be
based  on  the  performance  of  benchmark  investment  funds  selected  by  the
participant  under  the Plan for  purposes  of  accounting  (as if the  deferred
compensation had been so invested) but not necessarily for actual investment.

     Obligations  are  generally  payable  under the Plan upon the  earliest  of
participant's  termination of employment,  disability or death.  Payment will be
made in a lump sum.

     The Obligations cannot be assigned,  alienated,  pledged or encumbered by a
participant or beneficiary.  The Human Resources and  Compensation  Committee of
the Board of Directors of the Registrant  may amend or  discontinue  the Plan at
any  time.  No  amendment  will  materially   adversely  affect  the  rights  of
participants  with  respect to amounts  credited  at the time the  amendment  is
effective.

     The foregoing is a brief  description of the Plan. The official  provisions
of the Plan are contained in the Plan document, which is attached as Exhibit 4.3
and is controlling in the event of a discrepancy.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities being registered hereby has been passed upon
for the  Registrant  by Ronald T. Lindsay,  Executive  Vice  President,  General
Counsel  and  Secretary  of

<PAGE>

the Registrant. Mr. Lindsay is an officer of the Registrant and holds options to
purchase  shares of stock of the  Registrant  and stock units that have  certain
restrictions  on their sale and transfer.  Mr. Lindsay is currently  eligible to
receive certain non-elective excess contributions under the Plan.

Item 6. Indemnification of Directors and Officers.

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

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

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

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

<PAGE>

     The Plan provides that the  Registrant  will  indemnify and defend the Plan
Administrator  and members of the Human  Resources  and  Compensation  Committee
against all  liabilities,  damages,  costs and  expenses  (including  reasonable
attorneys'  fees and amounts paid in  settlement  of any claims  approved by the
Registrant  (or the  Affiliated  Entity,  as  applicable) in writing in advance)
occasioned by any act or omission to act in connection with the Plan, if the act
or omission is in good faith.

     Reference is made to Item 9 for the Registrant's  undertakings with respect
to indemnification for liabilities arising under the Securities Act.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of exhibits included as part of this  Registration  Statement is set
forth in the Index to Exhibits which is incorporated herein by reference.

Item 9. Undertakings

     (a)  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;

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

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

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

<PAGE>

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

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

     (b) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 November 20,
2006.

                               BOWATER INCORPORATED
                                   (Registrant)

                               By: /s/ David J. Paterson
                                    -------------------------
                                    David J. Paterson
                                    President and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

              Signature                                         Title                                    Date
<S>                                                                                                         <C> <C>
/s/ David J. Paterson                   President and Chief Executive Officer (principal           November 20, 2006
---------------------                   executive officer)
David J. Paterson

/s/ William G. Harvey                   Executive Vice President and Chief Financial Officer       November 20, 2006
---------------------                   (principal financial officer)
William G. Harvey

/s/ Joseph B. Johnson                   Vice President and Controller (principal accounting        November 20, 2006
---------------------                    officer)
Joseph B. Johnson

          *                             Director                                                   November 20, 2006
--------------------
Richard B. Evans

          *                             Director                                                   November 20, 2006
--------------------
Gordon D. Giffin

          *                             Director                                                   November 20, 2006
--------------------
Ruth R. Harkin

          *                             Director                                                   November 20, 2006
--------------------
L. Jacques Menard

<PAGE>
     Signature                                          Title                                                   Date

          *                             Director                                                   November 20, 2006
--------------------
Arnold M. Nemirow

          *                             Director                                                   November 20, 2006
--------------------
John A. Rolls

          *                             Director                                                   November 20, 2006
--------------------
Arthur R. Sawchuk

          *                             Director                                                   November 20, 2006
--------------------
Bruce W. Van Saun

          *                             Director                                                   November 20, 2006
--------------------
Togo D. West, Jr.
</TABLE>

     *Ronald T. Lindsay,  by signing his name hereto, does sign this document on
behalf of the  persons  indicated  above  pursuant  to powers of  attorney  duly
executed by such persons that are filed herewith as Exhibit 24.

                          By:   /s/ Ronald T. Lindsay
                                ---------------------------
                                Ronald T. Lindsay
                                Attorney-in-Fact





<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number                     Description of Document

4.1               Restated Certificate of Incorporation of the Registrant, as
                  amended (incorporated by reference to Exhibit 4.1 to the
                  Registrant's Registration Statement No. 333-018168).

4.2               Bylaws of the Registrant amended as of July 27, 2005
                  (incorporated by reference to the Form 8-K dated July 27,
                  2005).

4.3*              Bowater Incorporated Supplemental Retirement Savings Plan.

5.1*              Opinion of Counsel.

23.1*             Consent of Counsel (included in opinion filed in Exhibit 5).

23.2*             Consent of KPMG LLP.

24*               Powers of Attorney.

* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "fs8.txt", "secsgml_size_bytes": 22899}]
{"company-data": {"conformed-name": "BOWATER INC", "cik": "0000743368", "assigned-sic": "2621", "irs-number": "620721803", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138841", "film-number": "061229783"}, "business-address": {"street1": "55 EAST CAMPERDOWN WAY", "street2": "P O BOX 1028", "city": "GREENVILLE", "state": "SC", "zip": "29601", "phone": "8642717733"}, "mail-address": {"street1": "55 EAST CAMPERDOWN WAY", "street2": "P O BOX 1028", "city": "GREENVILLE", "state": "SC", "zip": "29602"}}
As filed with the Securities and Exchange Commission on November 20, 2006
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              BOWATER INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

       Delaware                                     62-0721803
-------------------------              ----------------------------------------
(State of Incorporation)                 (IRS Employer Identification No.)

                      55 East Camperdown Way, P.O. Box 1028
                        Greenville, South Carolina 29602
                                 (864) 271-7733
--------------------------------------------------------------------------------
   (Address, including zip code, and telephone number,including area code, of
                    registrant's principal executive offices)

                              Bowater Incorporated
                      Supplemental Retirement Savings Plan
                         Effective as of January 1, 2005
                            (Full title of the plan)

                                Ronald T. Lindsay
             Executive Vice President, General Counsel and Secretary
                              Bowater Incorporated
                      55 East Camperdown Way, P.O. Box 1028
                        Greenville, South Carolina 29602
                                 (864) 271-7733
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
============================ ==================== ======================= ======================= ====================
  Title Of Each Class Of        Amount To Be         Proposed Maximum        Proposed Maximum          Amount of
Securities To Be Registered      Registered         Offering Price Per      Aggregate Offering     Registration Fee
                                                           Unit                  Price(2)
---------------------------- -------------------- ----------------------- ----------------------- --------------------
---------------------------- -------------------- ----------------------- ----------------------- --------------------
Participation Interests in
   Deferred Compensation         $10,000,000               N/A                 $10,000,000              $1,070
          Plan(1)
============================ ==================== ======================= ======================= ====================
1. The participation interests represent the election to defer compensation
under the Bowater Incorporated Supplemental Retirement Savings Plan (the "Plan")
for payment by Bowater  Incorporated  (and each other entity affiliated with the
Registrant  that is a  participating  employer  under the Plan (the  "Affiliated
Entity"))  in the  future,  which  obligations  to  pay  are  unsecured  general
obligations  of Bowater  Incorporated  (or its  Affiliated  Entity) and shall be
fulfilled in accordance with the terms of the Plan.

     2. Estimated solely for purposes of calculating the  registration  fee, and
pursuant  to Rule  457(h)  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act, as amended, and the "Note" to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by  Bowater  Incorporated,   a  Delaware  corporation  (the
"Registrant"),  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2005, filed with the Commission on March 13, 2006;

     (b)  The Registrant's  Quarterly Reports on Form 10-Q for the quarter ended
          March 31, 2006,  filed with the  Commission  on May 10, 2006;  for the
          quarter  ended June 30, 2006,  filed with the  Commission on August 4,
          2006 and for the quarter  ended  September  30,  2006,  filed with the
          Commission on November 14, 2006; and

     (c)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on January 26, 2006; January 30, 2006; April 10, 2006; April 27, 2006;
          May 10, 2006; May 15, 2006; May 31, 2006;  July 27, 2006;  October 26,
          2006;  and November 15, 2006;  and  amendments  thereto on Form 8-K/A,
          filed on March 2, 2006.

     In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
that are  filed  subsequent  to the date  hereof  and  prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
a part hereof from the  respective  date of filing of each such  document  (such
documents,  and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.

     The  securities  to  be  offered  under  this  Registration  Statement  are
participation interests that constitute investment contracts.  Under the Bowater
Incorporated  Supplemental  Retirement  Savings  Plan  (the  "Plan"),  beginning
January 1, 2007,  certain  eligible  employees  who are among a select  group of
management  and  highly  compensated  employees  of  the  Registrant,  and  each
Affiliated Entity, may elect to defer up to 50% of their base salary for payment
in the future.  Payment,  in accordance  with the Plan,  represents an unsecured
general  obligation  of  the  Registrant  (or  the  Affiliated  Entity,  if  the
Affiliated Entity is the participant's  employer) to pay to the participants the
value of their deferred compensation, adjusted to reflect the performance of the
participants' selected measurement  investment funds (the "Obligations").  There
is no trading market for the Obligations.

     The  Obligations  will rank without  preference  with other  unsecured  and
unsubordinated  indebtedness  of the Registrant (or the  Affiliated  Entity,  as
applicable)  from time to time  outstanding and are,  therefore,  subject to the
risks  of  the  Registrant's  (or  the  Affiliated   Entity's,   as  applicable)
insolvency.  Participants  in the Plan will have no rights to any assets held in
any trust or fund of the Registrant (or the  Affiliated  Entity,  as applicable)
except as general  creditors in the event of the Registrant's (or the Affiliated
Entity's, as applicable) insolvency or bankruptcy.

     The  compensation  deferred  under the Plan are  credited to a  bookkeeping
account established in the name of each participant. A participant's bookkeeping
account may also be credited with non-elective  excess  contributions that could
not be made under the Registrant's  tax-qualified  defined  contribution plan as
well as other non-elective employer  contributions,  more fully described in the
attached Plan document. The ultimate value of each participant's account will be
based  on  the  performance  of  benchmark  investment  funds  selected  by  the
participant  under  the Plan for  purposes  of  accounting  (as if the  deferred
compensation had been so invested) but not necessarily for actual investment.

     Obligations  are  generally  payable  under the Plan upon the  earliest  of
participant's  termination of employment,  disability or death.  Payment will be
made in a lump sum.

     The Obligations cannot be assigned,  alienated,  pledged or encumbered by a
participant or beneficiary.  The Human Resources and  Compensation  Committee of
the Board of Directors of the Registrant  may amend or  discontinue  the Plan at
any  time.  No  amendment  will  materially   adversely  affect  the  rights  of
participants  with  respect to amounts  credited  at the time the  amendment  is
effective.

     The foregoing is a brief  description of the Plan. The official  provisions
of the Plan are contained in the Plan document, which is attached as Exhibit 4.3
and is controlling in the event of a discrepancy.

Item 5. Interests of Named Experts and Counsel.

     The validity of the securities being registered hereby has been passed upon
for the  Registrant  by Ronald T. Lindsay,  Executive  Vice  President,  General
Counsel  and  Secretary  of
the Registrant. Mr. Lindsay is an officer of the Registrant and holds options to
purchase  shares of stock of the  Registrant  and stock units that have  certain
restrictions  on their sale and transfer.  Mr. Lindsay is currently  eligible to
receive certain non-elective excess contributions under the Plan.

Item 6. Indemnification of Directors and Officers.

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

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

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

     The Registrant  maintains  insurance policies providing for indemnification
of directors and officers and for  reimbursement  to the  Registrant  for monies
which  it may pay as  indemnity  to any  director  or  officer,  subject  to the
conditions and exclusions of the policies and specified deductible provisions.
The Plan provides that the  Registrant  will  indemnify and defend the Plan
Administrator  and members of the Human  Resources  and  Compensation  Committee
against all  liabilities,  damages,  costs and  expenses  (including  reasonable
attorneys'  fees and amounts paid in  settlement  of any claims  approved by the
Registrant  (or the  Affiliated  Entity,  as  applicable) in writing in advance)
occasioned by any act or omission to act in connection with the Plan, if the act
or omission is in good faith.

     Reference is made to Item 9 for the Registrant's  undertakings with respect
to indemnification for liabilities arising under the Securities Act.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of exhibits included as part of this  Registration  Statement is set
forth in the Index to Exhibits which is incorporated herein by reference.

Item 9. Undertakings

     (a)  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;

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

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

          provided,  however,  that  paragraphs  (1)(i) and (1)(ii) above do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          by the Registrant  pursuant to Section 13 or 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement.
(2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

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

     (b) 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 November 20,
2006.

                               BOWATER INCORPORATED
                                   (Registrant)

                               By: /s/ David J. Paterson
                                    -------------------------
                                    David J. Paterson
                                    President and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                         Title                                    Date
/s/ David J. Paterson                   President and Chief Executive Officer (principal           November 20, 2006
---------------------                   executive officer)
David J. Paterson

/s/ William G. Harvey                   Executive Vice President and Chief Financial Officer       November 20, 2006
---------------------                   (principal financial officer)
William G. Harvey

/s/ Joseph B. Johnson                   Vice President and Controller (principal accounting        November 20, 2006
---------------------                    officer)
Joseph B. Johnson

          *                             Director                                                   November 20, 2006
--------------------
Richard B. Evans

          *                             Director                                                   November 20, 2006
--------------------
Gordon D. Giffin

          *                             Director                                                   November 20, 2006
--------------------
Ruth R. Harkin

          *                             Director                                                   November 20, 2006
--------------------
L. Jacques Menard
Signature                                          Title                                                   Date

          *                             Director                                                   November 20, 2006
--------------------
Arnold M. Nemirow

          *                             Director                                                   November 20, 2006
--------------------
John A. Rolls

          *                             Director                                                   November 20, 2006
--------------------
Arthur R. Sawchuk

          *                             Director                                                   November 20, 2006
--------------------
Bruce W. Van Saun

          *                             Director                                                   November 20, 2006
--------------------
Togo D. West, Jr.
*Ronald T. Lindsay,  by signing his name hereto, does sign this document on
behalf of the  persons  indicated  above  pursuant  to powers of  attorney  duly
executed by such persons that are filed herewith as Exhibit 24.

                          By:   /s/ Ronald T. Lindsay
                                ---------------------------
                                Ronald T. Lindsay
                                Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit
Number                     Description of Document

4.1               Restated Certificate of Incorporation of the Registrant, as
                  amended (incorporated by reference to Exhibit 4.1 to the
                  Registrant's Registration Statement No. 333-018168).

4.2               Bylaws of the Registrant amended as of July 27, 2005
                  (incorporated by reference to the Form 8-K dated July 27,
                  2005).

4.3*              Bowater Incorporated Supplemental Retirement Savings Plan.

5.1*              Opinion of Counsel.

23.1*             Consent of Counsel (included in opinion filed in Exhibit 5).

23.2*             Consent of KPMG LLP.

24*               Powers of Attorney.

* Filed herewith