As filed with the Securities and Exchange Commission on August 4, 2006
                                                              File 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 or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     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 2006 Stock Option and Restricted Stock Plan
                            (Full title of the plan)

                                Ronald T. Lindsay
                Sr. 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)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                               Proposed             Proposed
                                                               Maximum              Maximum
Title of Securities to be Registered     Amount to be       Offering Price         Aggregate            Amount of
                                        Registered (1)      Per Share (2)      Offering Price (2)   Registration Fee
------------------------------------- ------------------- ------------------- --------------------- ------------------
------------------------------------- ------------------- ------------------- --------------------- ------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Common Stock, $1.00 par value          3,000,000 shares       $20.195            $60,585,000          $6,482.60

===================================== =================== =================== ===================== ==================
</TABLE>

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  this  Registration  Statement  shall also cover  additional
shares of the  Registrant's  Common Stock which become issuable by reason of any
stock  dividend,  stock split,  recapitalization  or other  similar  transaction
effected  without the receipt of  consideration  which results in an increase in
the number of the outstanding shares of Common Stock of the Registrant.

(2)  Estimated  pursuant  to Rule  457(c)  under the  Securities  Act solely for
purposes of determining the  registration fee on the basis of the average of the
high  ($20.42)  and low prices  ($19.97) for the Common Stock as reported on the
New York Stock Exchange on JAugust 1, 2006.


<PAGE>

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

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


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Bowater Incorporated (the "Company" or the
"Registrant"),  with the Securities and Exchange  Commission (the  "Commission")
pursuant  to the  Securities  Act  and  the  Securities  Exchange  Act  of  1934
("Exchange Act"), are incorporated by reference in this Registration Statement.

     (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  Report on Form 10-Q for the quarter ended
March 31, 2006, filed with the Commission on May 10, 2006;

     (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; and amendments thereto on Form 8-K/A, filed on
March 2, 2006; and

     (d) The description of the Registrant's  Common Stock,  $1.00 par value per
share  contained  in its  Registration  Statement  on Form S-3  (No.  33-51569),
including Amendment No. 1 to the Registrant's Registration Statement on Form S-3
(No.  333-57839)  and any other  amendment  or report  filed for the  purpose of
updating such description.

     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,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  herein 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  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.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

     The validity of the shares of Common Stock offered  hereby will be reviewed
for the Company by Ronald T. Lindsay,  Senior Vice  President - General  Counsel
and Secretary of the Company.  As of July 13, 2006, Mr. Lindsay owned options to
purchase 30,020 shares of the Company's  Common Stock and 6,632 stock units that
have certain restrictions on their sale and transfer.

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


<PAGE>

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.

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 this 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 this Registration Statement; and

          (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  Registration  Statement  is on Form S-3,  Form S-8 or Form F-3 and the
     information required to be included in a post-effective


<PAGE>

     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.

     (4) That, for the purpose of determining  liability of the Registrant under
     the  Securities  Act to any  purchaser in the initial  distribution  of the
     securities:

          The undersigned  Registrant  undertakes that in a primary  offering of
     securities  of the  undersigned  Registrant  pursuant to this  Registration
     Statement,   regardless  of  the  underwriting  method  used  to  sell  the
     securities to the purchaser,  if the securities are offered or sold to such
     purchaser by means of any of the following communications,  the undersigned
     Registrant  will be a seller to the  purchaser  and will be  considered  to
     offer or sell such securities to such purchaser:

               (i) Any  preliminary  prospectus or prospectus of the undersigned
               Registrant relating to the offering required to be filed pursuant
               to Rule 424;

               (ii)  Any  free  writing  prospectus  relating  to  the  offering
               prepared by or on behalf of the undersigned Registrant or used or
               referred to by the undersigned Registrant;

               (iii) The portion of any other free writing  prospectus  relating
               to  the  offering  containing  material   information  about  the
               undersigned Registrant or its securities provided by or on behalf
               of the undersigned Registrant; and

               (iv) any  other  communication  that is an offer in the  offering
               made by the undersigned Registrant to the purchaser.

(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 that is  incorporated by reference in this  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  provisions  of  the  Registrant's   articles  of
incorporation, by-laws 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 August 4,
2006.


                                       BOWATER INCORPORATED
                                       (Registrant)

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


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

         Signature                                   Title                                           Date
<S>     <C>    <C>    <C>    <C>    <C>    <C>

/s/ David J. Paterson                     President and Chief Executive Officer                 August 4, 2006
------------------------------------      (principal executive officer)
David J. Paterson

/s/ William G. Harvey                     Senior Vice President and Chief Financial Officer     August 4, 2006
------------------------------------      (principal financial officer)
William G. Harvey

/s/ Joseph B. Johnson                     Vice President and Controller                         August 4, 2006
------------------------------------      (principal accounting officer)
Joseph B. Johnson

         *                                Director                                              August 4, 2006
-------------------------
Richard B. Evans

                                          Director                                              August __, 2006
-------------------------
Gordon D. Giffin

         *                                Director                                              August 4, 2006
-------------------------
Ruth R. Harkin

                                          Director                                              August __, 2006
-------------------------
L. Jacques Menard

         *                                Director                                              August 4, 2006
-------------------------
Arnold M. Nemirow

         *                                Director                                              August 4, 2006
-------------------------
Douglas A. Pertz

         *                                Director                                              August 4, 2006
-------------------------
John A. Rolls

                                          Director                                              August 4, 2006
-------------------------
          *
Arthur R. Sawchuk

                                          Director                                              August 4, 2006
-------------------------
          *
Bruce W. Van Saun

         *                                Director                                              August 4, 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/ William G. Harvey
                                               --------------------------------
                                                William G. Harvey,
                                                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 8-K dated July 27, 2005).

4.3  Bowater   Incorporated   2006  Stock  Option  and  Restricted   Stock  Plan
     (incorporated by reference from Appendix A to Registrant's  Proxy Statement
     No. 001-08712).

5    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.
[{"type": "S-8", "sequence": "1", "filename": "f060804s8.txt", "description": "2006 STOCK OPTION AND RESTRICTED STOCK PLAN", "secsgml_size_bytes": 20355}]
{"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": "333-136338", "film-number": "061006616"}, "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 August 4, 2006
                                                              File 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 or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     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 2006 Stock Option and Restricted Stock Plan
                            (Full title of the plan)

                                Ronald T. Lindsay
                Sr. 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
======================================================================================================================
                                                               Proposed             Proposed
                                                               Maximum              Maximum
Title of Securities to be Registered     Amount to be       Offering Price         Aggregate            Amount of
                                        Registered (1)      Per Share (2)      Offering Price (2)   Registration Fee
------------------------------------- ------------------- ------------------- --------------------- ------------------
------------------------------------- ------------------- ------------------- --------------------- ------------------
Common Stock, $1.00 par value          3,000,000 shares       $20.195            $60,585,000          $6,482.60

===================================== =================== =================== ===================== ==================
(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  this  Registration  Statement  shall also cover  additional
shares of the  Registrant's  Common Stock which become issuable by reason of any
stock  dividend,  stock split,  recapitalization  or other  similar  transaction
effected  without the receipt of  consideration  which results in an increase in
the number of the outstanding shares of Common Stock of the Registrant.

(2)  Estimated  pursuant  to Rule  457(c)  under the  Securities  Act solely for
purposes of determining the  registration fee on the basis of the average of the
high  ($20.42)  and low prices  ($19.97) for the Common Stock as reported on the
New York Stock Exchange on JAugust 1, 2006.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Bowater Incorporated (the "Company" or the
"Registrant"),  with the Securities and Exchange  Commission (the  "Commission")
pursuant  to the  Securities  Act  and  the  Securities  Exchange  Act  of  1934
("Exchange Act"), are incorporated by reference in this Registration Statement.

     (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  Report on Form 10-Q for the quarter ended
March 31, 2006, filed with the Commission on May 10, 2006;

     (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; and amendments thereto on Form 8-K/A, filed on
March 2, 2006; and

     (d) The description of the Registrant's  Common Stock,  $1.00 par value per
share  contained  in its  Registration  Statement  on Form S-3  (No.  33-51569),
including Amendment No. 1 to the Registrant's Registration Statement on Form S-3
(No.  333-57839)  and any other  amendment  or report  filed for the  purpose of
updating such description.

     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,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  herein 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  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.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

     The validity of the shares of Common Stock offered  hereby will be reviewed
for the Company by Ronald T. Lindsay,  Senior Vice  President - General  Counsel
and Secretary of the Company.  As of July 13, 2006, Mr. Lindsay owned options to
purchase 30,020 shares of the Company's  Common Stock and 6,632 stock units that
have certain restrictions on their sale and transfer.

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.

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 this 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 this Registration Statement; and

          (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  Registration  Statement  is on Form S-3,  Form S-8 or Form F-3 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 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.

     (4) That, for the purpose of determining  liability of the Registrant under
     the  Securities  Act to any  purchaser in the initial  distribution  of the
     securities:

          The undersigned  Registrant  undertakes that in a primary  offering of
     securities  of the  undersigned  Registrant  pursuant to this  Registration
     Statement,   regardless  of  the  underwriting  method  used  to  sell  the
     securities to the purchaser,  if the securities are offered or sold to such
     purchaser by means of any of the following communications,  the undersigned
     Registrant  will be a seller to the  purchaser  and will be  considered  to
     offer or sell such securities to such purchaser:

               (i) Any  preliminary  prospectus or prospectus of the undersigned
               Registrant relating to the offering required to be filed pursuant
               to Rule 424;

               (ii)  Any  free  writing  prospectus  relating  to  the  offering
               prepared by or on behalf of the undersigned Registrant or used or
               referred to by the undersigned Registrant;

               (iii) The portion of any other free writing  prospectus  relating
               to  the  offering  containing  material   information  about  the
               undersigned Registrant or its securities provided by or on behalf
               of the undersigned Registrant; and

               (iv) any  other  communication  that is an offer in the  offering
               made by the undersigned Registrant to the purchaser.

(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 that is  incorporated by reference in this  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  provisions  of  the  Registrant's   articles  of
incorporation, by-laws 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 August 4,
2006.

                                       BOWATER INCORPORATED
                                       (Registrant)

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

     Pursuant  to the  requirements  of the  Securities  Act,  the  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                                   Title                                           Date
/s/ David J. Paterson                     President and Chief Executive Officer                 August 4, 2006
------------------------------------      (principal executive officer)
David J. Paterson

/s/ William G. Harvey                     Senior Vice President and Chief Financial Officer     August 4, 2006
------------------------------------      (principal financial officer)
William G. Harvey

/s/ Joseph B. Johnson                     Vice President and Controller                         August 4, 2006
------------------------------------      (principal accounting officer)
Joseph B. Johnson

         *                                Director                                              August 4, 2006
-------------------------
Richard B. Evans

                                          Director                                              August __, 2006
-------------------------
Gordon D. Giffin

         *                                Director                                              August 4, 2006
-------------------------
Ruth R. Harkin

                                          Director                                              August __, 2006
-------------------------
L. Jacques Menard

         *                                Director                                              August 4, 2006
-------------------------
Arnold M. Nemirow

         *                                Director                                              August 4, 2006
-------------------------
Douglas A. Pertz

         *                                Director                                              August 4, 2006
-------------------------
John A. Rolls

                                          Director                                              August 4, 2006
-------------------------
          *
Arthur R. Sawchuk

                                          Director                                              August 4, 2006
-------------------------
          *
Bruce W. Van Saun

         *                                Director                                              August 4, 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/ William G. Harvey
                                               --------------------------------
                                                William G. Harvey,
                                                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 8-K dated July 27, 2005).

4.3  Bowater   Incorporated   2006  Stock  Option  and  Restricted   Stock  Plan
     (incorporated by reference from Appendix A to Registrant's  Proxy Statement
     No. 001-08712).

5    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.