As filed with the Securities and Exchange Commission on November 18, 2005
                         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 E. Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602
-------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        BOWATER INCORPORATED SAVINGS PLAN
                            (Full Title of the Plan)

                           Ronald T. Lindsay, Esquire
                Sr. Vice President-General Counsel and Secretary
                              Bowater Incorporated
                      55 E. Camperdown Way, P.O. Box 1028,
                        Greenville, South Carolina 29602
                                 (864) 271-7733
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

============================== ==================== ======================= ========================= ======================
   Title Of Each Class Of         Amount To Be         Proposed Maximum         Proposed Maximum            Amount of
 Securities To Be Registered       Registered         Offering Price Per    Aggregate Offering Price    Registration Fee
                                                             Unit
------------------------------ -------------------- ----------------------- ------------------------- ----------------------
        Common Stock,               8,000,000             $29.695(2)            $237,560,000(2)           $27,960.81(2)
       $1.00 par value              shares(1)
          per share
============================== ==================== ======================= ========================= ======================
</TABLE>

     (1) Pursuant to Rule 416(c) under the  Securities  Act of 1933,  as amended
(the "Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee  benefit plan
described  herein.  The shares of Common Stock to be issued pursuant to the Plan
and  registered  hereunder  will be  purchased  in the open  market and will not
increase  the number of issued  and  outstanding  shares of Common  Stock of the
Registrant.

     (2) Estimated solely for purposes of calculating the registration  fee, and
pursuant to Rule 457(c) under the Securities Act, the proposed  maximum offering
price per unit and the registration fee are based on the reported average of the
high and low sales price of Bowater Incorporated Common Stock as reported on the
New York Stock Exchange on November 14, 2005.  Pursuant to Rule 457(h)(2)  under
the Securities Act, no separate fee is required with respect to the interests in
the Plan covered by this Registration Statement.
     This Registration  Statement shall become effective  automatically upon the
date of filing in accordance  with Section 8(a) of the Securities Act, and Rules
456 and 462 promulgated thereunder.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     Pursuant to General  Instruction E of the instructions to Form S-8, Bowater
Incorporated (the "Registrant") and the Bowater  Incorporated  Savings Plan (the
"Plan")   hereby   incorporate   by  reference  the  contents  of  the  previous
Registration  Statements  filed by the  Registrant  and the  Plan on  Forms  S-8
(Registration Nos. 333-00555,  333-41471,  333-84161, 333-61228, and 333-89462).
Pursuant to these  Registration  Statements,  the  Registrant  has registered an
aggregate number of 9,694,533 shares for issuance under the Plan.

     The  current  registration  of  8,000,000  shares  of  Common  Stock of the
Registrant  will  increase  the total number of shares  registered  for issuance
under the Plan to  17,694,533  shares.  The shares of Common  Stock to be issued
pursuant to the Plan and  registered  hereunder  will be  purchased  in the open
market and will not  increase  the number of issued  and  outstanding  shares of
Common Stock of the Registrant.

Item 8.       Exhibits

     Pursuant to General  Instruction  E of the  instructions  to Form S-8,  the
Registrant  and the Plan hereby  incorporate  by  reference  the exhibits of the
previous  Registration  Statements filed by the Registrant and the Plan on Forms
S-8  (Registration  Nos.  333-00555,   333-41471,   333-84161,   333-61228,  and
333-89462).  The  following  additional  exhibits  are  filed  as  part  of this
Registration Statement.

      No:     Exhibit:

     4.1  First Amendment to the Bowater  Incorporated  Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.2  Second Amendment to the Bowater  Incorporated Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.3  Third Amendment to the Bowater  Incorporated  Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.4  Fourth Amendment to the Bowater  Incorporated Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.5  Fifth Amendment to the Bowater  Incorporated  Savings Plan, as amended
          and restated effective as of January 1, 1997

     23   Consent of Accountants


<PAGE>

     24   Powers of Attorney

     Pursuant to Item 8(a), the Plan will purchase shares of Registrant's  stock
on the  open  market.  Therefore,  an  opinion  regarding  the  legality  of the
securities is not required.

     Pursuant to Item 8(b), the Registrant will submit or has submitted the Plan
and any amendment to the Plan to the Internal  Revenue  Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.





<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
November 18, 2005.

                                       BOWATER INCORPORATED
                                       (Registrant)

                                       By: /s/ Arnold M. Nemirow
                                           -------------------------
                                           Arnold M. Nemirow
                                           Chairman, 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.
<TABLE>

<CAPTION>
              Signature                                         Title                                       Date
<S>                                          <C> <C>
/s/ Arnold M. Nemirow                   Chairman of the Board, President and Chief                    November 18, 2005
---------------------                   Executive Officer
Arnold M. Nemirow                       (principal executive officer)

/s/ William G. Harvey                   Senior Vice President and Chief Financial Officer             November 11, 2005
---------------------                   (principal financial officer)
William G. Harvey

/s/ Michael F. Nocito                   Vice President and Controller                                 November 11, 2005
----------------------                  (principal accounting officer)
Michael F. Nocito

        *                               Director                                                      November 11, 2005
----------------------
Richard B. Evans

        *                               Director                                                      November 11, 2005
----------------------
Gordon D. Giffin

         *                              Director                                                      November 11, 2005
----------------------
Ruth R. Harkin

        *                               Director                                                      November 11, 2005
----------------------
L. Jacques Menard

<PAGE>

        *                               Director                                                      November 11, 2005
----------------------
Douglas A. Pertz

        *                               Director                                                      November 11, 2005
----------------------
John A. Rolls

        *                               Director                                                      November 11, 2005
----------------------
Arthur R. Sawchuk

        *                               Director                                                      November 11, 2005
----------------------
Bruce W. Van Saun

        *                               Director                                                      November 11, 2005
----------------------
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

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees  (or other  persons  who  administer  the Plan) have 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 11, 2005.

                                            BOWATER INCORPORATED SAVINGS PLAN
                                            (Plan)
                                            By:  /s/ Aaron B. Whitlock
                                                 ---------------------
                                                 Aaron B. Whitlock,
                                                 Plan Administrator



<PAGE>

                                                                   Exhibit 4.1

                                 FIRST AMENDMENT
                                     TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated Savings Plan (the "Plan");

     WHEREAS,  in accordance  with Plan Section 11.01,  the Company has reserved
the right to amend the Plan; and

     WHEREAS,  the Company now desires to amend the Plan to preserve in the Plan
the definitions of earnings that formerly applied to certain  participants prior
to the merger of the Newsprint South,  Inc. Savings and Investment Plan into the
Plan  effective  April 1, 2001, and the Bowater  Incorporated/Coated  Papers and
Pulp  Division  Hourly  Employees'  Savings Plan,  and the Bowater  Incorporated
Savings Plan for Certain  Hourly  Employees  effective  December  31, 2001;

     NOW  THEREFORE,  Section  1.17 of the  Plan is  hereby  amended  to read as
follows:

"1.17 Earnings.

     (a) With respect to all Employees other than those to whom Articles XX, XXI
and  XXII  apply,  the  total  basic  compensation  paid to an  Employee  by the
Employer,  excluding  overtime  pay,  commissions,  bonuses  and any other extra
remuneration,  but including severance pay received in periodic  installments as
approved by the Plan  Administrator in a uniform and  nondiscriminatory  manner,
and including any  contribution  to the Plan under  Sections  3.02,  3.04(a) and
3.05,  any  compensation  excluded from taxable  income under Section 125 of the
Code, and,  effective  January 1, 1998,  elective  amounts excluded from taxable
income under Section 132(f)(4) of the Code.

     (b)  Effective  as of December  31, 2001 with  respect to Employees to whom
Articles XXI and XXII apply, the total  compensation  paid to an Employee by the
Employer that is reportable as "wages,  tips and other compensation" in Box 1 of
the  Employee's  Federal  Wage and Tax  Statement  (IRS Form W-2),  adjusted  as
follows:

     (i)  The amount  described above shall be increased by any salary reduction
          contributions  made on the Employee's behalf under any plan maintained
          by the Employer pursuant to Code Section 125 or 401(k) and,  effective
          January 1, 1998,  elective  amounts excluded from taxable income under
          Section 132(f)(4) of the Code; and

     (ii) The amount  described  above shall be decreased by  reimbursements  or
          other expense  allowances,  cash and noncash fringe  benefits,  moving
          expenses,  deferred compensation,  welfare benefits, payments received
          under the Employer's  gainsharing program, and stock and stock-related
          compensation.
<PAGE>

     (c) Effective as of April 1, 2001 with respect to Employees to whom Article
XX  applies,  compensation  which is paid to the  Employee by the  Employer,  as
defined in (i) or (ii) below.

          (i)  An  Employee's   earned  income,   wages,   salaries,   fees  for
               professional  services  and other  amounts  received for personal
               services  actually  rendered in the course of employment with the
               Employer,   including,   but  not  limited  to,   regular   basic
               compensation,   overtime,   shift   differential,    commissions,
               compensation  for  services  on  the  basis  of a  percentage  of
               profits, tips and bonuses, and excluding the following:

               (A)  Employer  contributions  to a plan of deferred  compensation
                    which are not includible in the Employee's  gross income for
                    the  taxable   year  in  which   contributed,   or  Employer
                    contributions  under a simplified  employee  pension plan to
                    the  extent  such   contributions   are  deductible  by  the
                    Employee,  or any  distributions  from a  plan  of  deferred
                    compensation;

               (B)  Amounts realized from the exercise of a non-qualified  stock
                    option,  or when  restricted  stock or property  held by the
                    Employee either becomes freely  transferable or is no longer
                    subject to a substantial risk of forfeiture;

               (C)  Amounts   realized   from  the  sale,   exchange   or  other
                    disposition  of  stock  acquired  under  a  qualified  stock
                    option;

               (D)  Other  amounts  which  received  special  tax  benefits,  or
                    contributions  made by the Employer,  whether or not under a
                    salary  reduction  agreement,  towards  the  purchase  of an
                    annuity described in section 403(b) of the Code,  whether or
                    not the  amounts  are  actually  excludable  from the  gross
                    income of the Employee; and

               (E)  Reimbursements or other expense allowances,  fringe benefits
                    (cash and noncash),  moving  expenses,  welfare benefits and
                    severance pay.

          (ii) Notwithstanding  the above,  Earnings as defined in this  Section
               1.17(c)  shall  include any amount  which is  contributed  by the
               Employer  with  respect to the  applicable  period  pursuant to a
               salary  reduction  agreement  and which is not  includible in the
               gross income of the  Employee  under  section 125  (dealing  with
               cafeteria  plans),   section  402(e)(3)  (dealing  with  elective
               deferrals  under  401(k)  plans)  or,  effective  January 1, 1998
               section 132(f)(4) (dealing with qualified transportation fringe).

     (d) In addition to other applicable  limitations  which may be set forth in
the  Plan  and  notwithstanding  any  other  contrary  provision  of  the  Plan,
compensation  taken  into  account  under  the Plan  shall not  exceed  $160,000
($200,000 effective January 1, 2002), adjusted for changes in the cost of living
as provided in Section 415(d) of the Code."

                                      -2-
<PAGE>

                                      * * *

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this First Amendment as of the 1st day of January, 2002.

                                      BOWATER INCORPORATED

                                      By: /s/ James T. Wright
                                          -----------------------
                                          James T. Wright

                                          Its: Vice President - Human Resources






                                      - 3 -
<PAGE>

                                                          Exhibit 4.2


                             SECOND AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN



     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend  the  Plan at any time and from  time to time,  which  authority  has been
delegated to the Vice  President - Human  Resources for purposes of adopting any
amendments needed to comply with recent legislation;

     WHEREAS,  on February 23, 2002, the Company applied for a determination  by
the  Internal  Revenue  Service that the Plan  continues  to be qualified  under
Section  401(a) of the Internal  Revenue  Code,  and complies with the following
recently enacted  legislation,  referred to as "GUST":  Uruguay Round Agreements
Act, the Uniformed Services  Employment and Reemployment Rights Act of 1994, the
Small Business Job Protection Act of 1996, the Taxpayer  Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, and the Community
Renewal Tax Relief Act of 2000;

     WHEREAS,  as of the date of adoption of this First  Amendment,  the Company
has not received such  determination  from the Internal  Revenue  Service and is
still within the GUST remedial amendment period for individually designed plans,
described in Revenue Procedure 2001-55 and as extended under Treasury Regulation
Section  1.401(b)-1(e)(3);

     WHEREAS,  the Company  desires to amend the Plan to specify its election to
use  prior  year  data  in  determining  the  actual  deferral   percentage  and
contribution  percentage  for  non-highly  compensated  employees for Plan years
beginning on and after January 1, 2002, and

     WHEREAS,  effective as of December 31, 2002, the Company merged the Bowater
Incorporated  Savings Plan for Certain Hourly  Employees into and with the Plan,
and the Company desires to amend the Plan to provide that, for the merged plan's
year beginning  January 1,  2001 and ending on the date of such merger,  current
year data will be used to determine such percentages for non-highly  compensated
employees who previously participated in the merged plan.

     NOW,  THEREFORE,  the Plan is amended,  effective as of the dates set forth
below, in the following  respects:

     1.  Section  15.03(a)  of the Plan is amended,  effective  as of January 1,
2002, to read as follows:

     "15.03       Computation of Actual Deferral Percentage.

     (a) The Actual Deferral Percentage for all Highly Compensated Employees for
the Plan Year shall not exceed the greater of:


<PAGE>

     (i)  125% of the Actual Deferral Percentage for all non-Highly  Compensated
          Employees, or

     (ii) The lesser of (i) two times the  Actual  Deferral  Percentage  for all
          non-Highly   Compensated   Employees  or  (ii)  the  Actual   Deferral
          Percentage   for  all  non-Highly   Compensated   Employees  plus  two
          percentage points.

The Actual  Deferral  Percentage for non-Highly  Compensated  Employees shall be
determined on the basis of the  preceding  Plan Year (except that for Plan Years
beginning  before  January  1,  1999,  the Actual  Deferral  Percentage  for all
non-Highly Compensated Employees shall be based on the current Plan Year)."

     2.  Section  15.04(a)  of the Plan is amended,  effective  as of January 1,
2002, to read as follows:

     "15.04       Limitation on Actual Contribution Percentage.

     (a) The Actual Contribution Percentage for all Highly Compensated Employees
for the Plan Year shall not exceed the greater of:

          (i)  125% of the Actual  Contribution  Percentage  for all  non-Highly
               Compensated Employees, or

          (ii) The  lesser of (i) two times the Actual  Contribution  Percentage
               for all  non-Highly  Compensated  Employees  or (ii)  the  Actual
               Contribution  Percentage for all non-Highly Compensated Employees
               for the preceding Plan Year plus two percentage points.

The Actual  Contribution  Percentage for non-Highly  Compensated  Employees
shall be  determined  on the basis of the  preceding  Plan Year (except that for
Plan Years beginning before January 1, 1999, the Actual Contribution  Percentage
for all  non-Highly  Compensated  Employees  shall be based on the current  Plan
Year)."

     3. New Section 22.03 is added to the Plan, effective as of January 1, 2001,
to read as follows:

     "22.03  Limitations  on  Actual  Deferral  and  Contribution   Percentages.
Notwithstanding  anything to the  contrary  in  Sections  15.03 and 15.04 of the
Plan, effective for the Hourly Employees Plan year beginning January 1, 2001 and
ending on the date of the merger of the Hourly Employees Plan into and with this
Plan,  for purposes of  determining  the Actual  Deferral  Percentage and Actual
Contribution  Percentage for all non-Highly  Compensated  Employees,  the Actual
Deferral Percentage and the Actual  Contribution  Percentage shall be determined
on the basis of the current Hourly Employees Plan year."

                                      * * *

                                       2
<PAGE>

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this First Amendment as of the 31st day of December, 2002.

                                Bowater Incorporated

                                By:     /s/ James T. Wright
                                        -------------------
                                Name:   James T. Wright
                                Title:  Senior Vice President - Human Resources
                                Date Signed:      January 13, 2003





                                      3
<PAGE>


                                                                 Exhibit 4.3




                             THIRD AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend  the  Plan at any time and from  time to time,  which  authority  has been
delegated to the Vice  President - Human  Resources for purposes of adopting any
amendments needed to comply with recent legislation; and

     WHEREAS,  the  Company  desires  to amend  the Plan to  comply  with  final
regulations under Section 401(a)(9) of the Internal Revenue Code for purposes of
determining required minimum distributions,

     NOW,  THEREFORE,  the Plan is amended,  effective  as of January 1, 2003 by
adding the following new Section 7.12:

          "7.12 Minimum Distribution  Requirements.  All distributions under the
     Plan  shall  comply  with the  requirements  of  Section  401(a)(9)  of the
     Internal  Revenue Code,  including  specifically  the minimum  distribution
     incidental death benefit rule of Section  401(a)(9)(G),  and final Treasury
     Regulation Sections  1.401(a)(9)-1  through 1.401(a)(9)-9 which were issued
     April 17, 2002.  These Code and Treasury  Regulation  provisions are hereby
     incorporated  herein by this reference,  and shall control over any form of
     distribution provided in this Plan that is inconsistent therewith."

                                      * * *

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this Third Amendment as of the 1st day of January, 2003.


                                  Bowater Incorporated


                                  By: /s/ James T. Wright
                                      -----------------------
                                  Name:  James T. Wright
                                  Its:  Senior Vice President - Human Resources




<PAGE>

                                                                Exhibit 4.4


                             FOURTH AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend the Plan at any time; and

     WHEREAS,  the  Company  desires  to amend  the Plan to  remove  the  profit
requirement with respect to employer  contributions and to revise the method for
performing certain nondiscrimination tests under the Plan,

     NOW, THEREFORE, the Plan is amended in the following respects:

1.   Plan Section 1.15 is amended to read as follows  effective as of January 1,
     2004:

         "1.15  Current or  Accumulated  Profits.  The  Employer's  net profits
     determined in accordance  with  generally  accepted  accounting  principles
     before provision for income taxes and  extraordinary  items. For Plan Years
     ending before  January 1, 2004, no Employer  Contribution  shall be made in
     any Plan Year where there are not  sufficient  current or  accumulated  net
     profits.  If,  prior to January 1, 2004,  the  current or  accumulated  net
     profits of any Employer are not sufficient to permit the required  Employer
     Contributions,  then the  amount of the  Employer  Contribution  which such
     Employer is not permitted to make may be  contributed by any other Employer
     to the extent of the current or  accumulated  net profits of such  Employer
     that remain after  contribution of the Employer  Contributions  required on
     behalf of Participants  employed by such other Employer.  No  reimbursement
     shall be required as a result of such contribution."

2.   Plan Section 4.01(a)  replaced by the following  effective as of January 1,
     2004:

          "(a) Except as otherwise  provided in the Plan,  each  Employer  shall
     make  Employer  Contributions  to the  Plan  with  respect  to each  Active
     Participant  in  its  employ  in an  amount  equal  to 60  percent  of  the
     Participant's   Basic   Post-Tax   Contributions   and/or   Basic   Pre-Tax
     Contributions  accrued  for a Plan  Year.  Matching  Contributions  by each
     Employer with respect to Active Participants shall be:

               (i)  paid to the Trustee in the form  specified in Section  4.03;
                    and

               (ii) allocated to the "appropriate account" of the Participant as
                    promptly as possible, but no later than as of the end of the
                    Plan  Year in  which  the  payroll  period  (to  which  such
                    contribution relates) ends."

3.   The first  paragraph and subsection (i) of Plan Section 4.02(a) are amended
     to read as follows effective as of January 1, 2004:


<PAGE>
          "(a) The Employer shall make Additional Matching  Contributions to the
     Plan in such amount,  if any, as the Employer in its sole discretion  shall
     determine. The following paragraphs will govern such contributions:

               (i)  Additional Matching Contributions,  if any, shall be made in
                    proportion  to Basic  Post-Tax  Contributions  and/or  Basic
                    Pre-Tax Contributions for each Employee of the Employer who,
                    as of the end of the quarter,  was an Active  Participant or
                    who was an Active Participant during the Plan Year but whose
                    Active  Participation  is  then  currently  suspended  under
                    Article VIII."

4.   The following  sentence is added at the end of the second full paragraph of
     Plan Section 15.01(a) effective as of January 1, 2003:

          "Effective  as of  January  1,  2003,  those  Employees  who  have not
     attained  age 21 and  completed a Year of Service on or before the last day
     of the Plan Year shall not be considered eligible employees for purposes of
     determining the Actual Deferral  Percentage for the non-Highly  Compensated
     Employee group."

5.   The following  new  paragraph is added to the end of Plan Section  15.01(b)
     effective as of January 1, 2003:

          "Only the Actual  Contribution  Ratios of eligible  Employees  will be
     taken into account in calculating the Actual Contribution  Percentage.  For
     this  purpose,  an  eligible  employee is any  Employee  who is directly or
     indirectly   eligible   to  make   Elective   Contributions   or   Employee
     Contributions to the Plan for all or a portion of a Plan Year, and includes
     an  Employee  who would be a Plan  Participant  but for the failure to make
     required  contributions,  an Employee  whose  eligibility  to make Elective
     Contributions or Employee  Contributions  has been suspended  because of an
     election  (other than certain  one-time  elections) not to  participate,  a
     distribution  or a loan, and an Employee who cannot  contribute  because of
     the Code section 415 limits on annual additions  described in Section 4.06.
     Effective as of January 1, 2003,  those Employees who have not attained age
     21 and  completed  a Year of  Service on or before the last day of the Plan
     Year shall not be considered eligible employees for purposes of determining
     the Actual Contribution  Percentage for the non-Highly Compensated Employee
     group."

6.   The following is added at the end of Plan Section 15.03(a)  effective as of
     January 1, 2004:

     "Effective  as of January  1, 2004,  the  Actual  Deferral  Percentage  for
     non-Highly  Compensated  Employees  shall be determined on the basis of the
     current Plan Year."

7.   The following is added at the end of Plan Section 15.04(a)  effective as of
     January 1, 2004:

     "Effective as of January 1, 2004,  the Actual  Contribution  Percentage for
     non-Highly  Compensated  Employees  shall be determined on the basis of the
     current Plan Year."

                                      * * *

                                        2
<PAGE>

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this Third Amendment as of the 9th day of August, 2004.

                                  Bowater Incorporated



                                  By: /s/ James T. Wright
                                      -----------------------
                                  Its:  Senior Vice President - Human Resources



                                       3



<PAGE>



                                                                EXHIBIT 4.5

                             FIFTH AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend the Plan at any time; and

     WHEREAS,  the  Company  desires to amend the Plan to permit  the  automatic
rollover of mandatory  distributions of amounts between $1,000 and $5,000 and to
revise the definition of Earnings applicable to non-exempt salaried participants
formerly employed by Newsprint South;

     NOW, THEREFORE, the Plan is amended as follows:

8.   Plan Section 1.17(c) is amended to read as follows  effective as of January
     1, 2005:

          "(c) Effective as of January 1, 2005 with respect to Employees to whom
     Article  XX  applies,  compensation  that is paid  to the  Employee  by the
     Employer, as defined in (i) or (ii) below.

          (i)  With respect to non-exempt  salaried  Employees,  the total basic
               compensation  paid  to an  Employee  by the  Employer,  excluding
               overtime   pay,   commissions,   bonuses   and  any  other  extra
               remuneration,  but including any  contribution  to the Plan under
               Sections 3.02,  3.04(a) and 3.05, any compensation  excluded from
               taxable  income  under  Section  125 of the  Code,  and  elective
               amounts  excluded from taxable income under Section  132(f)(4) of
               the Code.

          (ii) With  respect  to  Employees  other  than   non-exempt   salaried
               Employees, an Employee's earned income, wages, salaries, fees for
               professional  services  and other  amounts  received for personal
               services  actually  rendered in the course of employment with the
               Employer,   including,   but  not  limited  to,   regular   basic
               compensation, shift differential,  commissions,  compensation for
               services  on the  basis  of a  percentage  of  profits,  tips and
               bonuses,  and  also  including  any  amount  contributed  by  the
               Employer on behalf of the Employee with respect to the applicable
               period pursuant to a salary reduction  agreement and which is not
               includible in the gross income of the Employee  under section 125
               (dealing with cafeteria plans),  section 402(e)(3)  (dealing with
               elective  deferrals  under  401(k)  plans) or  section  132(f)(4)
               (dealing with qualified transportation fringe), but excluding the
               following:

               (A)  Employer  contributions  to a plan of deferred  compensation
                    which are not includible in the Employee's  gross income for
                    the  taxable   year  in  which   contributed,   or  Employer
                    contributions


<PAGE>
                    under a simplified  employee pension plan to the extent such
                    contributions  are  deductible  by  the  Employee,   or  any
                    distributions from a plan of deferred compensation;

               (B)  Amounts realized from the exercise of a non-qualified  stock
                    option,  or when  restricted  stock or property  held by the
                    Employee either becomes freely  transferable or is no longer
                    subject to a substantial risk of forfeiture;

               (C)  Amounts   realized   from  the  sale,   exchange   or  other
                    disposition  of  stock  acquired  under  a  qualified  stock
                    option;

               (D)  Other  amounts  which  received  special  tax  benefits,  or
                    contributions  made by the Employer,  whether or not under a
                    salary  reduction  agreement,  towards  the  purchase  of an
                    annuity described in section 403(b) of the Code,  whether or
                    not the  amounts  are  actually  excludable  from the  gross
                    income of the Employee; and

               (E)  Reimbursements or other expense allowances,  fringe benefits
                    (cash and noncash),  moving  expenses,  welfare benefits and
                    severance pay."

9.   Plan  Section  7.06(e) is amended to read as follows  effective as of March
     28, 2005:

     "(e)  Notwithstanding  the foregoing,  a Participant  whose Account balance
determined  without regard to the balance in his Rollover  Contribution  Account
and After-Tax Rollover  Contribution  Account does not exceed $5,000 at the time
of his  termination of Employment with the Employer shall receive his Account in
a single sum cash  payment  as soon as  administratively  practicable  after his
termination  of  Employment.  In the event such  Participant's  Account  balance
(determined without regard to the balance in his Rollover  Contribution  Account
and After-Tax Rollover  Contribution Account) is $5,000 or less but greater than
$1,000,  the Participant  has not attained age 65, and the Participant  does not
elect to receive  the  distribution  directly or to have the  distribution  paid
directly  to an  Eligible  Retirement  Plan  specified  by  the  Participant  in
accordance  with  Section  7.11,  then  the  Plan  Administrator  will  pay  the
distribution in a direct rollover to an individual retirement plan designated by
the Plan Administrator."

                                      * * *

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this Fifth Amendment as of the 3rd day of August, 2005.

                                BOWATER INCORPORATED



                                By:  /s/ James T. Wright
                                James T. Wright
                                Its:  Senior Vice President - Human Resources




                                       2


<PAGE>



                                                                Exhibit 23



            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Bowater Incorporated:

We consent to the use of our reports  dated March 11, 2005,  with respect to the
consolidated  financial  statements and the related financial statement schedule
of Bowater Incorporated and Subsidiaries (the Company),  management's assessment
of the  effectiveness  of internal  control over  financial  reporting,  and the
effectiveness  of internal  control over financial  reporting,  incorporated  by
reference herein, which reports appear in the December 31, 2004 annual report on
Form 10-K of the Company. Our report with respect to the consolidated  financial
statements and the related financial  statement schedule refers to the change in
method  of  accounting  for  the  effects  of  the  Medicare  Prescription  Drug
Improvement and  Modernization Act of 2003 in 2004 and the changes in methods of
accounting for variable interest  entities and for asset retirement  obligations
in 2003.

We consent to the use of our report  dated June 27,  2005,  with  respect to the
financial  statements and the supplemental  schedule of the Bowater Incorporated
Savings Plan (the Plan),  incorporated by reference herein, which report appears
in the December 31, 2004 annual report on Form 11-K of the Plan.


/s/ KPMG LLP

Greenville, South Carolina
November 15, 2005




<PAGE>


                                                                Exhibit 24

                                POWER OF ATTORNEY

     We,  the  undersigned   members  of  the  Board  of  Directors  of  Bowater
Incorporated,  hereby severally appoint Ronald T. Lindsay and William G. Harvey,
and each of them singly,  our true and lawful  attorneys  with the full power of
substitution,  to sign for us and in our names in the  capacities  listed below,
the  Registration  Statement on Form S-8 pertaining to the Bowater  Incorporated
Savings Plan, and any and all  amendments to such  Registration  Statement,  and
generally  to do all  such  actions  in our  names  and  on  our  behalf  in our
capacities  as  members  to  enable  Bowater  Incorporated  to  comply  with the
provisions of the Securities Act of 1933, as amended,  all  requirements  of the
Securities and Exchange Commission, and all requirements of any other applicable
law or regulation, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys,  or either of them, to such Registration Statement
and any and all amendments thereto, including post-effective amendments.

              Signature                Title                      Date

/s/ Richard B. Evans                Director             November 9, 2005
----------------------
Richard B. Evans

/s/ Gordon D. Giffin                Director             November 9, 2005
----------------------
Gordon D. Giffin

/s/ Ruth R. Harkin                  Director             November 9, 2005
----------------------
Ruth R. Harkin

/s/ L. Jacques Menard               Director             November 9, 2005
----------------------
L. Jacques Menard

/s/ Douglas A. Pertz                Director             November 9, 2005
----------------------
Douglas A. Pertz

/s/ John A. Rolls                   Director             November 9, 2005
---------------------
John A. Rolls

/s/ Arthur R. Sawchuk               Director             November 9, 2005
---------------------
Arthur R. Sawchuk

/s/ Bruce W. Van Saun               Director             November 9, 2005
----------------------
Bruce W. Van Saun

/s/ Togo D. West, Jr.               Director             November 9, 2005
----------------------
Togo D. West, Jr.
[{"type": "S-8", "sequence": "1", "filename": "f051109s8.txt", "description": "051118 S-8", "secsgml_size_bytes": 43281}]
{"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": "333-129865", "film-number": "051218547"}, "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 18, 2005
                         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 E. Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602
-------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        BOWATER INCORPORATED SAVINGS PLAN
                            (Full Title of the Plan)

                           Ronald T. Lindsay, Esquire
                Sr. Vice President-General Counsel and Secretary
                              Bowater Incorporated
                      55 E. Camperdown Way, P.O. Box 1028,
                        Greenville, South Carolina 29602
                                 (864) 271-7733
 (Name, Address 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 Price    Registration Fee
                                                             Unit
------------------------------ -------------------- ----------------------- ------------------------- ----------------------
        Common Stock,               8,000,000             $29.695(2)            $237,560,000(2)           $27,960.81(2)
       $1.00 par value              shares(1)
          per share
============================== ==================== ======================= ========================= ======================
(1) Pursuant to Rule 416(c) under the  Securities  Act of 1933,  as amended
(the "Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee  benefit plan
described  herein.  The shares of Common Stock to be issued pursuant to the Plan
and  registered  hereunder  will be  purchased  in the open  market and will not
increase  the number of issued  and  outstanding  shares of Common  Stock of the
Registrant.

     (2) Estimated solely for purposes of calculating the registration  fee, and
pursuant to Rule 457(c) under the Securities Act, the proposed  maximum offering
price per unit and the registration fee are based on the reported average of the
high and low sales price of Bowater Incorporated Common Stock as reported on the
New York Stock Exchange on November 14, 2005.  Pursuant to Rule 457(h)(2)  under
the Securities Act, no separate fee is required with respect to the interests in
the Plan covered by this Registration Statement.
     This Registration  Statement shall become effective  automatically upon the
date of filing in accordance  with Section 8(a) of the Securities Act, and Rules
456 and 462 promulgated thereunder.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

     Pursuant to General  Instruction E of the instructions to Form S-8, Bowater
Incorporated (the "Registrant") and the Bowater  Incorporated  Savings Plan (the
"Plan")   hereby   incorporate   by  reference  the  contents  of  the  previous
Registration  Statements  filed by the  Registrant  and the  Plan on  Forms  S-8
(Registration Nos. 333-00555,  333-41471,  333-84161, 333-61228, and 333-89462).
Pursuant to these  Registration  Statements,  the  Registrant  has registered an
aggregate number of 9,694,533 shares for issuance under the Plan.

     The  current  registration  of  8,000,000  shares  of  Common  Stock of the
Registrant  will  increase  the total number of shares  registered  for issuance
under the Plan to  17,694,533  shares.  The shares of Common  Stock to be issued
pursuant to the Plan and  registered  hereunder  will be  purchased  in the open
market and will not  increase  the number of issued  and  outstanding  shares of
Common Stock of the Registrant.

Item 8.       Exhibits

     Pursuant to General  Instruction  E of the  instructions  to Form S-8,  the
Registrant  and the Plan hereby  incorporate  by  reference  the exhibits of the
previous  Registration  Statements filed by the Registrant and the Plan on Forms
S-8  (Registration  Nos.  333-00555,   333-41471,   333-84161,   333-61228,  and
333-89462).  The  following  additional  exhibits  are  filed  as  part  of this
Registration Statement.

      No:     Exhibit:

     4.1  First Amendment to the Bowater  Incorporated  Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.2  Second Amendment to the Bowater  Incorporated Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.3  Third Amendment to the Bowater  Incorporated  Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.4  Fourth Amendment to the Bowater  Incorporated Savings Plan, as amended
          and restated effective as of January 1, 1997

     4.5  Fifth Amendment to the Bowater  Incorporated  Savings Plan, as amended
          and restated effective as of January 1, 1997

     23   Consent of Accountants
24   Powers of Attorney

     Pursuant to Item 8(a), the Plan will purchase shares of Registrant's  stock
on the  open  market.  Therefore,  an  opinion  regarding  the  legality  of the
securities is not required.

     Pursuant to Item 8(b), the Registrant will submit or has submitted the Plan
and any amendment to the Plan to the Internal  Revenue  Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.
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
November 18, 2005.

                                       BOWATER INCORPORATED
                                       (Registrant)

                                       By: /s/ Arnold M. Nemirow
                                           -------------------------
                                           Arnold M. Nemirow
                                           Chairman, 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.
Signature                                         Title                                       Date
/s/ Arnold M. Nemirow                   Chairman of the Board, President and Chief                    November 18, 2005
---------------------                   Executive Officer
Arnold M. Nemirow                       (principal executive officer)

/s/ William G. Harvey                   Senior Vice President and Chief Financial Officer             November 11, 2005
---------------------                   (principal financial officer)
William G. Harvey

/s/ Michael F. Nocito                   Vice President and Controller                                 November 11, 2005
----------------------                  (principal accounting officer)
Michael F. Nocito

        *                               Director                                                      November 11, 2005
----------------------
Richard B. Evans

        *                               Director                                                      November 11, 2005
----------------------
Gordon D. Giffin

         *                              Director                                                      November 11, 2005
----------------------
Ruth R. Harkin

        *                               Director                                                      November 11, 2005
----------------------
L. Jacques Menard
*                               Director                                                      November 11, 2005
----------------------
Douglas A. Pertz

        *                               Director                                                      November 11, 2005
----------------------
John A. Rolls

        *                               Director                                                      November 11, 2005
----------------------
Arthur R. Sawchuk

        *                               Director                                                      November 11, 2005
----------------------
Bruce W. Van Saun

        *                               Director                                                      November 11, 2005
----------------------
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

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees  (or other  persons  who  administer  the Plan) have 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 11, 2005.

                                            BOWATER INCORPORATED SAVINGS PLAN
                                            (Plan)
                                            By:  /s/ Aaron B. Whitlock
                                                 ---------------------
                                                 Aaron B. Whitlock,
                                                 Plan Administrator
Exhibit 4.1

                                 FIRST AMENDMENT
                                     TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated Savings Plan (the "Plan");

     WHEREAS,  in accordance  with Plan Section 11.01,  the Company has reserved
the right to amend the Plan; and

     WHEREAS,  the Company now desires to amend the Plan to preserve in the Plan
the definitions of earnings that formerly applied to certain  participants prior
to the merger of the Newsprint South,  Inc. Savings and Investment Plan into the
Plan  effective  April 1, 2001, and the Bowater  Incorporated/Coated  Papers and
Pulp  Division  Hourly  Employees'  Savings Plan,  and the Bowater  Incorporated
Savings Plan for Certain  Hourly  Employees  effective  December  31, 2001;

     NOW  THEREFORE,  Section  1.17 of the  Plan is  hereby  amended  to read as
follows:

"1.17 Earnings.

     (a) With respect to all Employees other than those to whom Articles XX, XXI
and  XXII  apply,  the  total  basic  compensation  paid to an  Employee  by the
Employer,  excluding  overtime  pay,  commissions,  bonuses  and any other extra
remuneration,  but including severance pay received in periodic  installments as
approved by the Plan  Administrator in a uniform and  nondiscriminatory  manner,
and including any  contribution  to the Plan under  Sections  3.02,  3.04(a) and
3.05,  any  compensation  excluded from taxable  income under Section 125 of the
Code, and,  effective  January 1, 1998,  elective  amounts excluded from taxable
income under Section 132(f)(4) of the Code.

     (b)  Effective  as of December  31, 2001 with  respect to Employees to whom
Articles XXI and XXII apply, the total  compensation  paid to an Employee by the
Employer that is reportable as "wages,  tips and other compensation" in Box 1 of
the  Employee's  Federal  Wage and Tax  Statement  (IRS Form W-2),  adjusted  as
follows:

     (i)  The amount  described above shall be increased by any salary reduction
          contributions  made on the Employee's behalf under any plan maintained
          by the Employer pursuant to Code Section 125 or 401(k) and,  effective
          January 1, 1998,  elective  amounts excluded from taxable income under
          Section 132(f)(4) of the Code; and

     (ii) The amount  described  above shall be decreased by  reimbursements  or
          other expense  allowances,  cash and noncash fringe  benefits,  moving
          expenses,  deferred compensation,  welfare benefits, payments received
          under the Employer's  gainsharing program, and stock and stock-related
          compensation.
(c) Effective as of April 1, 2001 with respect to Employees to whom Article
XX  applies,  compensation  which is paid to the  Employee by the  Employer,  as
defined in (i) or (ii) below.

          (i)  An  Employee's   earned  income,   wages,   salaries,   fees  for
               professional  services  and other  amounts  received for personal
               services  actually  rendered in the course of employment with the
               Employer,   including,   but  not  limited  to,   regular   basic
               compensation,   overtime,   shift   differential,    commissions,
               compensation  for  services  on  the  basis  of a  percentage  of
               profits, tips and bonuses, and excluding the following:

               (A)  Employer  contributions  to a plan of deferred  compensation
                    which are not includible in the Employee's  gross income for
                    the  taxable   year  in  which   contributed,   or  Employer
                    contributions  under a simplified  employee  pension plan to
                    the  extent  such   contributions   are  deductible  by  the
                    Employee,  or any  distributions  from a  plan  of  deferred
                    compensation;

               (B)  Amounts realized from the exercise of a non-qualified  stock
                    option,  or when  restricted  stock or property  held by the
                    Employee either becomes freely  transferable or is no longer
                    subject to a substantial risk of forfeiture;

               (C)  Amounts   realized   from  the  sale,   exchange   or  other
                    disposition  of  stock  acquired  under  a  qualified  stock
                    option;

               (D)  Other  amounts  which  received  special  tax  benefits,  or
                    contributions  made by the Employer,  whether or not under a
                    salary  reduction  agreement,  towards  the  purchase  of an
                    annuity described in section 403(b) of the Code,  whether or
                    not the  amounts  are  actually  excludable  from the  gross
                    income of the Employee; and

               (E)  Reimbursements or other expense allowances,  fringe benefits
                    (cash and noncash),  moving  expenses,  welfare benefits and
                    severance pay.

          (ii) Notwithstanding  the above,  Earnings as defined in this  Section
               1.17(c)  shall  include any amount  which is  contributed  by the
               Employer  with  respect to the  applicable  period  pursuant to a
               salary  reduction  agreement  and which is not  includible in the
               gross income of the  Employee  under  section 125  (dealing  with
               cafeteria  plans),   section  402(e)(3)  (dealing  with  elective
               deferrals  under  401(k)  plans)  or,  effective  January 1, 1998
               section 132(f)(4) (dealing with qualified transportation fringe).

     (d) In addition to other applicable  limitations  which may be set forth in
the  Plan  and  notwithstanding  any  other  contrary  provision  of  the  Plan,
compensation  taken  into  account  under  the Plan  shall not  exceed  $160,000
($200,000 effective January 1, 2002), adjusted for changes in the cost of living
as provided in Section 415(d) of the Code."

                                      -2-
* * *

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this First Amendment as of the 1st day of January, 2002.

                                      BOWATER INCORPORATED

                                      By: /s/ James T. Wright
                                          -----------------------
                                          James T. Wright

                                          Its: Vice President - Human Resources

                                      - 3 -
Exhibit 4.2

                             SECOND AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend  the  Plan at any time and from  time to time,  which  authority  has been
delegated to the Vice  President - Human  Resources for purposes of adopting any
amendments needed to comply with recent legislation;

     WHEREAS,  on February 23, 2002, the Company applied for a determination  by
the  Internal  Revenue  Service that the Plan  continues  to be qualified  under
Section  401(a) of the Internal  Revenue  Code,  and complies with the following
recently enacted  legislation,  referred to as "GUST":  Uruguay Round Agreements
Act, the Uniformed Services  Employment and Reemployment Rights Act of 1994, the
Small Business Job Protection Act of 1996, the Taxpayer  Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, and the Community
Renewal Tax Relief Act of 2000;

     WHEREAS,  as of the date of adoption of this First  Amendment,  the Company
has not received such  determination  from the Internal  Revenue  Service and is
still within the GUST remedial amendment period for individually designed plans,
described in Revenue Procedure 2001-55 and as extended under Treasury Regulation
Section  1.401(b)-1(e)(3);

     WHEREAS,  the Company  desires to amend the Plan to specify its election to
use  prior  year  data  in  determining  the  actual  deferral   percentage  and
contribution  percentage  for  non-highly  compensated  employees for Plan years
beginning on and after January 1, 2002, and

     WHEREAS,  effective as of December 31, 2002, the Company merged the Bowater
Incorporated  Savings Plan for Certain Hourly  Employees into and with the Plan,
and the Company desires to amend the Plan to provide that, for the merged plan's
year beginning  January 1,  2001 and ending on the date of such merger,  current
year data will be used to determine such percentages for non-highly  compensated
employees who previously participated in the merged plan.

     NOW,  THEREFORE,  the Plan is amended,  effective as of the dates set forth
below, in the following  respects:

     1.  Section  15.03(a)  of the Plan is amended,  effective  as of January 1,
2002, to read as follows:

     "15.03       Computation of Actual Deferral Percentage.

     (a) The Actual Deferral Percentage for all Highly Compensated Employees for
the Plan Year shall not exceed the greater of:
(i)  125% of the Actual Deferral Percentage for all non-Highly  Compensated
          Employees, or

     (ii) The lesser of (i) two times the  Actual  Deferral  Percentage  for all
          non-Highly   Compensated   Employees  or  (ii)  the  Actual   Deferral
          Percentage   for  all  non-Highly   Compensated   Employees  plus  two
          percentage points.

The Actual  Deferral  Percentage for non-Highly  Compensated  Employees shall be
determined on the basis of the  preceding  Plan Year (except that for Plan Years
beginning  before  January  1,  1999,  the Actual  Deferral  Percentage  for all
non-Highly Compensated Employees shall be based on the current Plan Year)."

     2.  Section  15.04(a)  of the Plan is amended,  effective  as of January 1,
2002, to read as follows:

     "15.04       Limitation on Actual Contribution Percentage.

     (a) The Actual Contribution Percentage for all Highly Compensated Employees
for the Plan Year shall not exceed the greater of:

          (i)  125% of the Actual  Contribution  Percentage  for all  non-Highly
               Compensated Employees, or

          (ii) The  lesser of (i) two times the Actual  Contribution  Percentage
               for all  non-Highly  Compensated  Employees  or (ii)  the  Actual
               Contribution  Percentage for all non-Highly Compensated Employees
               for the preceding Plan Year plus two percentage points.

The Actual  Contribution  Percentage for non-Highly  Compensated  Employees
shall be  determined  on the basis of the  preceding  Plan Year (except that for
Plan Years beginning before January 1, 1999, the Actual Contribution  Percentage
for all  non-Highly  Compensated  Employees  shall be based on the current  Plan
Year)."

     3. New Section 22.03 is added to the Plan, effective as of January 1, 2001,
to read as follows:

     "22.03  Limitations  on  Actual  Deferral  and  Contribution   Percentages.
Notwithstanding  anything to the  contrary  in  Sections  15.03 and 15.04 of the
Plan, effective for the Hourly Employees Plan year beginning January 1, 2001 and
ending on the date of the merger of the Hourly Employees Plan into and with this
Plan,  for purposes of  determining  the Actual  Deferral  Percentage and Actual
Contribution  Percentage for all non-Highly  Compensated  Employees,  the Actual
Deferral Percentage and the Actual  Contribution  Percentage shall be determined
on the basis of the current Hourly Employees Plan year."

                                      * * *

                                       2
IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this First Amendment as of the 31st day of December, 2002.

                                Bowater Incorporated

                                By:     /s/ James T. Wright
                                        -------------------
                                Name:   James T. Wright
                                Title:  Senior Vice President - Human Resources
                                Date Signed:      January 13, 2003

                                      3
Exhibit 4.3

                             THIRD AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend  the  Plan at any time and from  time to time,  which  authority  has been
delegated to the Vice  President - Human  Resources for purposes of adopting any
amendments needed to comply with recent legislation; and

     WHEREAS,  the  Company  desires  to amend  the Plan to  comply  with  final
regulations under Section 401(a)(9) of the Internal Revenue Code for purposes of
determining required minimum distributions,

     NOW,  THEREFORE,  the Plan is amended,  effective  as of January 1, 2003 by
adding the following new Section 7.12:

          "7.12 Minimum Distribution  Requirements.  All distributions under the
     Plan  shall  comply  with the  requirements  of  Section  401(a)(9)  of the
     Internal  Revenue Code,  including  specifically  the minimum  distribution
     incidental death benefit rule of Section  401(a)(9)(G),  and final Treasury
     Regulation Sections  1.401(a)(9)-1  through 1.401(a)(9)-9 which were issued
     April 17, 2002.  These Code and Treasury  Regulation  provisions are hereby
     incorporated  herein by this reference,  and shall control over any form of
     distribution provided in this Plan that is inconsistent therewith."

                                      * * *

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this Third Amendment as of the 1st day of January, 2003.

                                  Bowater Incorporated

                                  By: /s/ James T. Wright
                                      -----------------------
                                  Name:  James T. Wright
                                  Its:  Senior Vice President - Human Resources
Exhibit 4.4

                             FOURTH AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend the Plan at any time; and

     WHEREAS,  the  Company  desires  to amend  the Plan to  remove  the  profit
requirement with respect to employer  contributions and to revise the method for
performing certain nondiscrimination tests under the Plan,

     NOW, THEREFORE, the Plan is amended in the following respects:

1.   Plan Section 1.15 is amended to read as follows  effective as of January 1,
     2004:

         "1.15  Current or  Accumulated  Profits.  The  Employer's  net profits
     determined in accordance  with  generally  accepted  accounting  principles
     before provision for income taxes and  extraordinary  items. For Plan Years
     ending before  January 1, 2004, no Employer  Contribution  shall be made in
     any Plan Year where there are not  sufficient  current or  accumulated  net
     profits.  If,  prior to January 1, 2004,  the  current or  accumulated  net
     profits of any Employer are not sufficient to permit the required  Employer
     Contributions,  then the  amount of the  Employer  Contribution  which such
     Employer is not permitted to make may be  contributed by any other Employer
     to the extent of the current or  accumulated  net profits of such  Employer
     that remain after  contribution of the Employer  Contributions  required on
     behalf of Participants  employed by such other Employer.  No  reimbursement
     shall be required as a result of such contribution."

2.   Plan Section 4.01(a)  replaced by the following  effective as of January 1,
     2004:

          "(a) Except as otherwise  provided in the Plan,  each  Employer  shall
     make  Employer  Contributions  to the  Plan  with  respect  to each  Active
     Participant  in  its  employ  in an  amount  equal  to 60  percent  of  the
     Participant's   Basic   Post-Tax   Contributions   and/or   Basic   Pre-Tax
     Contributions  accrued  for a Plan  Year.  Matching  Contributions  by each
     Employer with respect to Active Participants shall be:

               (i)  paid to the Trustee in the form  specified in Section  4.03;
                    and

               (ii) allocated to the "appropriate account" of the Participant as
                    promptly as possible, but no later than as of the end of the
                    Plan  Year in  which  the  payroll  period  (to  which  such
                    contribution relates) ends."

3.   The first  paragraph and subsection (i) of Plan Section 4.02(a) are amended
     to read as follows effective as of January 1, 2004:
"(a) The Employer shall make Additional Matching  Contributions to the
     Plan in such amount,  if any, as the Employer in its sole discretion  shall
     determine. The following paragraphs will govern such contributions:

               (i)  Additional Matching Contributions,  if any, shall be made in
                    proportion  to Basic  Post-Tax  Contributions  and/or  Basic
                    Pre-Tax Contributions for each Employee of the Employer who,
                    as of the end of the quarter,  was an Active  Participant or
                    who was an Active Participant during the Plan Year but whose
                    Active  Participation  is  then  currently  suspended  under
                    Article VIII."

4.   The following  sentence is added at the end of the second full paragraph of
     Plan Section 15.01(a) effective as of January 1, 2003:

          "Effective  as of  January  1,  2003,  those  Employees  who  have not
     attained  age 21 and  completed a Year of Service on or before the last day
     of the Plan Year shall not be considered eligible employees for purposes of
     determining the Actual Deferral  Percentage for the non-Highly  Compensated
     Employee group."

5.   The following  new  paragraph is added to the end of Plan Section  15.01(b)
     effective as of January 1, 2003:

          "Only the Actual  Contribution  Ratios of eligible  Employees  will be
     taken into account in calculating the Actual Contribution  Percentage.  For
     this  purpose,  an  eligible  employee is any  Employee  who is directly or
     indirectly   eligible   to  make   Elective   Contributions   or   Employee
     Contributions to the Plan for all or a portion of a Plan Year, and includes
     an  Employee  who would be a Plan  Participant  but for the failure to make
     required  contributions,  an Employee  whose  eligibility  to make Elective
     Contributions or Employee  Contributions  has been suspended  because of an
     election  (other than certain  one-time  elections) not to  participate,  a
     distribution  or a loan, and an Employee who cannot  contribute  because of
     the Code section 415 limits on annual additions  described in Section 4.06.
     Effective as of January 1, 2003,  those Employees who have not attained age
     21 and  completed  a Year of  Service on or before the last day of the Plan
     Year shall not be considered eligible employees for purposes of determining
     the Actual Contribution  Percentage for the non-Highly Compensated Employee
     group."

6.   The following is added at the end of Plan Section 15.03(a)  effective as of
     January 1, 2004:

     "Effective  as of January  1, 2004,  the  Actual  Deferral  Percentage  for
     non-Highly  Compensated  Employees  shall be determined on the basis of the
     current Plan Year."

7.   The following is added at the end of Plan Section 15.04(a)  effective as of
     January 1, 2004:

     "Effective as of January 1, 2004,  the Actual  Contribution  Percentage for
     non-Highly  Compensated  Employees  shall be determined on the basis of the
     current Plan Year."

                                      * * *

                                        2
IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this Third Amendment as of the 9th day of August, 2004.

                                  Bowater Incorporated

                                  By: /s/ James T. Wright
                                      -----------------------
                                  Its:  Senior Vice President - Human Resources

                                       3
EXHIBIT 4.5

                             FIFTH AMENDMENT TO THE
                        BOWATER INCORPORATED SAVINGS PLAN

     WHEREAS,   Bowater  Incorporated  (the  "Company")  maintains  the  Bowater
Incorporated  Savings Plan,  as amended and restated  effective as of January 1,
1997 (the "Plan"), for certain eligible employees;

     WHEREAS, Section 11.01 of the Plan reserves to the Company the authority to
amend the Plan at any time; and

     WHEREAS,  the  Company  desires to amend the Plan to permit  the  automatic
rollover of mandatory  distributions of amounts between $1,000 and $5,000 and to
revise the definition of Earnings applicable to non-exempt salaried participants
formerly employed by Newsprint South;

     NOW, THEREFORE, the Plan is amended as follows:

8.   Plan Section 1.17(c) is amended to read as follows  effective as of January
     1, 2005:

          "(c) Effective as of January 1, 2005 with respect to Employees to whom
     Article  XX  applies,  compensation  that is paid  to the  Employee  by the
     Employer, as defined in (i) or (ii) below.

          (i)  With respect to non-exempt  salaried  Employees,  the total basic
               compensation  paid  to an  Employee  by the  Employer,  excluding
               overtime   pay,   commissions,   bonuses   and  any  other  extra
               remuneration,  but including any  contribution  to the Plan under
               Sections 3.02,  3.04(a) and 3.05, any compensation  excluded from
               taxable  income  under  Section  125 of the  Code,  and  elective
               amounts  excluded from taxable income under Section  132(f)(4) of
               the Code.

          (ii) With  respect  to  Employees  other  than   non-exempt   salaried
               Employees, an Employee's earned income, wages, salaries, fees for
               professional  services  and other  amounts  received for personal
               services  actually  rendered in the course of employment with the
               Employer,   including,   but  not  limited  to,   regular   basic
               compensation, shift differential,  commissions,  compensation for
               services  on the  basis  of a  percentage  of  profits,  tips and
               bonuses,  and  also  including  any  amount  contributed  by  the
               Employer on behalf of the Employee with respect to the applicable
               period pursuant to a salary reduction  agreement and which is not
               includible in the gross income of the Employee  under section 125
               (dealing with cafeteria plans),  section 402(e)(3)  (dealing with
               elective  deferrals  under  401(k)  plans) or  section  132(f)(4)
               (dealing with qualified transportation fringe), but excluding the
               following:

               (A)  Employer  contributions  to a plan of deferred  compensation
                    which are not includible in the Employee's  gross income for
                    the  taxable   year  in  which   contributed,   or  Employer
                    contributions
under a simplified  employee pension plan to the extent such
                    contributions  are  deductible  by  the  Employee,   or  any
                    distributions from a plan of deferred compensation;

               (B)  Amounts realized from the exercise of a non-qualified  stock
                    option,  or when  restricted  stock or property  held by the
                    Employee either becomes freely  transferable or is no longer
                    subject to a substantial risk of forfeiture;

               (C)  Amounts   realized   from  the  sale,   exchange   or  other
                    disposition  of  stock  acquired  under  a  qualified  stock
                    option;

               (D)  Other  amounts  which  received  special  tax  benefits,  or
                    contributions  made by the Employer,  whether or not under a
                    salary  reduction  agreement,  towards  the  purchase  of an
                    annuity described in section 403(b) of the Code,  whether or
                    not the  amounts  are  actually  excludable  from the  gross
                    income of the Employee; and

               (E)  Reimbursements or other expense allowances,  fringe benefits
                    (cash and noncash),  moving  expenses,  welfare benefits and
                    severance pay."

9.   Plan  Section  7.06(e) is amended to read as follows  effective as of March
     28, 2005:

     "(e)  Notwithstanding  the foregoing,  a Participant  whose Account balance
determined  without regard to the balance in his Rollover  Contribution  Account
and After-Tax Rollover  Contribution  Account does not exceed $5,000 at the time
of his  termination of Employment with the Employer shall receive his Account in
a single sum cash  payment  as soon as  administratively  practicable  after his
termination  of  Employment.  In the event such  Participant's  Account  balance
(determined without regard to the balance in his Rollover  Contribution  Account
and After-Tax Rollover  Contribution Account) is $5,000 or less but greater than
$1,000,  the Participant  has not attained age 65, and the Participant  does not
elect to receive  the  distribution  directly or to have the  distribution  paid
directly  to an  Eligible  Retirement  Plan  specified  by  the  Participant  in
accordance  with  Section  7.11,  then  the  Plan  Administrator  will  pay  the
distribution in a direct rollover to an individual retirement plan designated by
the Plan Administrator."

                                      * * *

     IN WITNESS WHEREOF, the duly authorized officer of Bowater Incorporated has
adopted and executed this Fifth Amendment as of the 3rd day of August, 2005.

                                BOWATER INCORPORATED

                                By:  /s/ James T. Wright
                                James T. Wright
                                Its:  Senior Vice President - Human Resources

                                       2
Exhibit 23

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Bowater Incorporated:

We consent to the use of our reports  dated March 11, 2005,  with respect to the
consolidated  financial  statements and the related financial statement schedule
of Bowater Incorporated and Subsidiaries (the Company),  management's assessment
of the  effectiveness  of internal  control over  financial  reporting,  and the
effectiveness  of internal  control over financial  reporting,  incorporated  by
reference herein, which reports appear in the December 31, 2004 annual report on
Form 10-K of the Company. Our report with respect to the consolidated  financial
statements and the related financial  statement schedule refers to the change in
method  of  accounting  for  the  effects  of  the  Medicare  Prescription  Drug
Improvement and  Modernization Act of 2003 in 2004 and the changes in methods of
accounting for variable interest  entities and for asset retirement  obligations
in 2003.

We consent to the use of our report  dated June 27,  2005,  with  respect to the
financial  statements and the supplemental  schedule of the Bowater Incorporated
Savings Plan (the Plan),  incorporated by reference herein, which report appears
in the December 31, 2004 annual report on Form 11-K of the Plan.

/s/ KPMG LLP

Greenville, South Carolina
November 15, 2005
Exhibit 24

                                POWER OF ATTORNEY

     We,  the  undersigned   members  of  the  Board  of  Directors  of  Bowater
Incorporated,  hereby severally appoint Ronald T. Lindsay and William G. Harvey,
and each of them singly,  our true and lawful  attorneys  with the full power of
substitution,  to sign for us and in our names in the  capacities  listed below,
the  Registration  Statement on Form S-8 pertaining to the Bowater  Incorporated
Savings Plan, and any and all  amendments to such  Registration  Statement,  and
generally  to do all  such  actions  in our  names  and  on  our  behalf  in our
capacities  as  members  to  enable  Bowater  Incorporated  to  comply  with the
provisions of the Securities Act of 1933, as amended,  all  requirements  of the
Securities and Exchange Commission, and all requirements of any other applicable
law or regulation, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys,  or either of them, to such Registration Statement
and any and all amendments thereto, including post-effective amendments.

              Signature                Title                      Date

/s/ Richard B. Evans                Director             November 9, 2005
----------------------
Richard B. Evans

/s/ Gordon D. Giffin                Director             November 9, 2005
----------------------
Gordon D. Giffin

/s/ Ruth R. Harkin                  Director             November 9, 2005
----------------------
Ruth R. Harkin

/s/ L. Jacques Menard               Director             November 9, 2005
----------------------
L. Jacques Menard

/s/ Douglas A. Pertz                Director             November 9, 2005
----------------------
Douglas A. Pertz

/s/ John A. Rolls                   Director             November 9, 2005
---------------------
John A. Rolls

/s/ Arthur R. Sawchuk               Director             November 9, 2005
---------------------
Arthur R. Sawchuk

/s/ Bruce W. Van Saun               Director             November 9, 2005
----------------------
Bruce W. Van Saun

/s/ Togo D. West, Jr.               Director             November 9, 2005
----------------------
Togo D. West, Jr.