
<PAGE>   1
     As filed with the Securities and Exchange Commission on April 25, 1997

                                               Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                                BOWNE & CO., INC.
             (Exact name of registrant as specified in its charter)

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

          NEW YORK                                              13-2618477
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                                345 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                                 (212) 924-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

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

                             DOUGLAS F. BAUER, ESQ.
                                345 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                                 (212) 924-5500
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

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

                                   Copies to:

                            Vincent Pagano, Jr., Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                          New York, New York 10017-3909

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. / /

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
       TITLE OF SHARES               AMOUNT TO         AGGREGATE PRICE          AGGREGATE           REGISTRATION
      TO BE REGISTERED             BE REGISTERED         PER UNIT(1)        OFFERING PRICE(1)           FEE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                   <C>                  <C>
Common Stock, par value $.01          30,000              $25.75                $772,500             $234.09
================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
      the basis of the average of the high and low prices of the Common Stock on
      the American Stock Exchange on April 24, 1997.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
================================================================================
<PAGE>   2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                   Subject to Completion, dated April 25, 1997

PROSPECTUS

                                Bowne & Co., Inc.

                          30,000 Shares of Common Stock
                                 $.01 Par Value


     This Prospectus relates to an aggregate of 30,000 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Bowne & Co., Inc., a New York
corporation (the "Company"). All of the Common Stock offered hereby may be sold
from time to time by and for the account of the Selling Stockholders named in
this Prospectus (the "Selling Stockholders"). See "Selling Stockholders" herein.

     The methods of sale of the Common Stock offered hereby are described under
the heading "Plan of Distribution." The Company will receive none of the
proceeds from such sales. The Company will pay all expenses (other than
underwriting and brokerage expenses, fees, discounts, and commissions, all of
which will be paid by the Selling Stockholders) incurred in connection with the
offering described in this Prospectus.

     The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and discounts
under the 1933 Act. Upon the Company's being notified by the Selling
Stockholders that any material arrangement has been entered into with a broker
or dealer for the sale of the shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented Prospectus will be filed, if
required, disclosing among other things the names of such brokers and dealers,
the number of shares involved, the price at which such shares are being sold and
the commissions paid or the discounts or concessions allowed to such
broker-dealers.

     The Common Stock of the Company is listed on the American Stock Exchange
(symbol: BNE). On April 24, 1996, the closing price of the Common Stock was
$25.625 per share.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is ________ __, 1997.
<PAGE>   3
                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission, 450 Fifth Street,
N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and at regional
offices of the Commission at the Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York 10048.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material may also be inspected and copied at the offices
of the American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881,
on which the Company's Common Stock is listed. In addition, the Commission
maintains a site on the World Wide Web portion of the Internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov.

     As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement on
Form S-3, as amended (the "Registration Statement"), of which this Prospectus is
a part. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits thereto.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete; and while the Company believes
the descriptions of the material provisions of such contracts, agreements and
other documents contained in this Prospectus are accurate summaries of such
material provisions, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in its
entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Annual Report of the Company on Form 10-K for the fiscal year
ended October 31, 1996; (ii) Quarterly Report of the Company on Form 10-Q for
the fiscal quarter ended January 31, 199; and (iii) Current Report of the
Company on Form 8-K dated February 10, 1997.

     Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock pursuant hereto shall be
deemed to be incorporated by reference in this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in this
Prospectus 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 the Registration Statement or this Prospectus.

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Bowne & Co., Inc., Attention: Douglas F. Bauer, Counsel & Corporate
Secretary, 345 Hudson Street, New York, New York 10014, telephone (212)
924-5500.


                                       2
<PAGE>   4
                                   THE COMPANY

     The Company was incorporated in the State of New York in 1968. The Company,
through its subsidiaries, is engaged in providing the timely and accurate
preparation and distribution of documentation related to corporate and
governmental financing, information management and compliance documentation
services throughout the United States and Canada and also in London, Paris,
Frankfurt, Hong Kong, Singapore, Jakarta and Mexico City, among other places,
with affiliates worldwide.

     The Company's principal executive offices are located at 345 Hudson Street,
New York, New York 10014, and the Company's telephone number is (212) 924-5500.

                                 USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of the
Common Stock offered by the Selling Stockholders.

                              SELLING STOCKHOLDERS

     The shares of the Company's Common Stock to which this Prospectus relates 
are being offered by the Selling Stockholders.  On March 7, 1997, the Company
entered into a Stock Purchase Agreement (the "Acquisition Agreement") with
Peter Jay Stafford and Rosamaria Caballero Stafford (collectively the "Selling
Stockholders"), pursuant to which the Company acquired all the outstanding
stock of The Internet Factory, Inc., a Michigan corporation ("Internet
Factory").  The Acquisition Agreement calls for the issuance of an aggregate of
30,000 shares of Common Stock to the Selling Stockholders in three installments
of 10,000 shares each.  The first 10,000 shares have already been issued to the
Selling Stockholders as joint tenants, and the remainder of 20,000 shares will
be issued to the Selling Stockholders in two equal installments on January 2,
1998, and January 2, 1999 respectively.

     The following table states the number of shares of the outstanding Common
Stock of the Company issued or to be issued to the Selling Stockholders as of 
April 25, 1997, the number of such shares which may be sold for the account of 
the Selling Stockholders, and the number of such shares that will be owned by 
the Selling Stockholders assuming the sale of all the shares offered hereby.

<TABLE>
<CAPTION>
                                                                       NUMBER OF
                                             NUMBER OF SHARES OF       SHARES OF         NUMBER OF SHARES
                                             COMMON STOCK ISSUED      COMMON STOCK TO    OF COMMON STOCK
      SELLING STOCKHOLDER                    OR TO BE ISSUED            BE SOLD          OWNED AFTER SALE
- -----------------------------------------    ------------------     ---------------      ----------------
<S>                                          <C>                    <C>                  <C>
Peter Jay Stafford and 
   Rosamaria Caballero Stafford .........         30,000                30,000                   0
</TABLE>
- --------------------

     Prior to the Company's acquisition of Internet Factory, the Selling
Shareholders were employees of Internet Factory, and on the date hereof Peter
Jay Stafford continues to be an employee of Internet Factory, now a wholly-owned
subsidiary of the Company.  Neither of the Selling Stockholders was an employee 
or benefactor of the Company itself.

                           DESCRIPTION OF COMMON STOCK

     The Company is authorized to issue two classes of capital stock: Common
Stock, par value one cent ($.01) per share, of which 60,000,000 shares are
authorized; and Preferred Stock issuable in series, par value one cent ($.01)
per share (herein referred to as the "Preferred Stock"), of which 1,000,000
shares are authorized. On April 18, 1997, 18,106,304 shares of Common Stock
were issued and outstanding and no shares of Preferred Stock were issued or
outstanding. The following is a brief summary of the provisions of the Common
Stock and certain information relative to the Preferred Stock.

DIVIDENDS; VOTING RIGHTS; ELECTION OF DIRECTORS

     Dividends may be paid on the Common Stock at the discretion of the Board of
Directors of the Company out of any funds of the Company legally available
therefor after provision for dividends payable on the Preferred Stock, if any,
as the Board of Directors may fix. Each holder of Common Stock is entitled to
one vote for every share of Common Stock outstanding in his name on the stock
register of the Company.


                                       3
<PAGE>   5
The Board of Directors of the Company, which is elected by the stockholders, is
divided into three classes, with each class being as nearly equal in number as
possible and with the three classes being elected in successive years. Each
director is elected to serve for a term of three years or until his successor is
elected and qualified. Each class currently consists of three directors. The
holders of Common Stock have non-cumulative voting rights, which means that,
until any series of Preferred Stock is issued, the holders of more than 50% of
the stock voting for the election of directors can over a period of three years
elect all of the directors if they choose to do so and, in such event, the
holders of less than 50% of the stock remaining will not be able to elect any
person or persons as directors.

LIQUIDATION RIGHTS

     Upon any distribution of the assets of the Company, the holders of the
Common Stock are entitled to distribution of all assets of the Company remaining
after the holders of each series of the Preferred Stock have been paid the
preference or redemption price for their shares, if any, fixed by the Board of
Directors of the Company at the time of the issuance of such series of Preferred
Stock.

OTHER PROVISIONS

     No shares of the Common Stock of the Company are liable to any further
calls or assessment or to any sinking fund provisions, preemptive rights,
conversion rights or redemption provisions.

PREFERRED STOCK

     The Board of Directors of the Company is authorized, without further action
by the stockholders, to designate the terms, limitations, relative rights and
preferences of, and to issue, series of Preferred Stock. Such series may be
superior to the Common Stock as to dividends, distributions of assets (upon
liquidation or otherwise), voting rights and sinking fund provisions, and may be
convertible into shares of any other series or class of stock, including the
Common Stock of the Company, if the Board of Directors so determines. No shares
of Preferred Stock will be entitled to any preemptive rights.

STOCKHOLDER RIGHTS PLAN

     On January 30, 1997, the Board of Directors of the Company declared, and
subsequently distributed, a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series B Junior Participating Preferred Stock, par value $.01 per share at a
price of $125 each, subject to adjustment. The Rights will expire on January
30, 2007, unless previously redeemed or exercised, although the Board may
redeem the Rights at any time before they become exercisable. A full
description and the terms of the Rights are set forth in a Rights Agreement
dated as of January 30, 1997.

     Basically, the Rights will become exercisable if a person or group of
affiliated or associated persons acquire beneficial ownership of 20% or more of
the outstanding shares of the Common Stock, or if a tender offer or exchange
offer is commenced or announced which would result in the beneficial ownership
of 20% or more of the outstanding Common Stock by any person or group. The
principal purpose of the Rights is to protect stockholders against coercive or
unfair takeover attempts on terms less favorable than would be available in a
transaction negotiated by the Board of Directors. The Rights are evidenced by
the existing certificates for the Common Stock, and separate Rights
certificates will be issued only in the event that the Rights become
exercisable.

TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for the Common Stock is The Bank of New
York.




                                       4
<PAGE>   6
                              PLAN OF DISTRIBUTION

     The Company has been advised that the distribution of the Common Stock by
the Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) (i) on the American Stock
Exchange or such other national security exchanges on which the Company's Common
Stock are listed, in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchanges, (ii) in the over-the-counter market, or (iii) in transactions
otherwise than on such exchanges or in the over-the-counter market, or in a
combination of any such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling the
Common Stock to or through broker-dealers and such broker-dealers will receive
compensation in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of the Common Stock
for whom they may act as agent (which discounts or commissions from the Selling
Stockholders or such purchasers will not exceed those customary in the type of
transactions involved).

     Any broker-dealers that participate with the Selling Stockholders in the
distribution of the Common Stock, may be deemed to be "underwriters" within the
meaning of the 1933 Act, and any commissions or discounts received by such
broker-dealers and any profit on the resale of the Common Stock by such
broker-dealers might be deemed to be underwriting discounts and commissions
under such act.

     Upon the Company's being notified by the Selling Stockholders that any
material arrangement has been entered into with a broker or dealer for the sale
of the Common Stock through a secondary distribution, or a purchase by a broker
or dealer, a supplemented Prospectus will be filed, if required, pursuant to
Rule 424(b) under the 1933 Act, disclosing (a) the names of such broker-dealers,
(b) the number of shares involved, (c) the price at which such shares are being
sold, (d) the commission paid or the discounts or concessions allowed to such
broker-dealers, (e) where applicable, that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus, as supplemented, and (f) other facts material to the
transaction.

                                  LEGAL MATTERS

     Certain legal matters in connection with the Common Stock covered by this
Prospectus are being passed upon by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), New York, New York.

                                     EXPERTS

     The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended October 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.


                                       5
<PAGE>   7
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses payable by the Company in connection with the
offering described in this Registration Statement are as follows:

Registration fee ..................      $  235
Legal fees and expenses ...........       5,000
Accounting fees and expenses ......       1,000
Printing and duplicating expenses..         500
Miscellaneous expenses ............           0
                                         ------
  Total ...........................      $6,735
                                         ======

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 1 of Article X of the Company's By-Laws, as amended, provides that
the Company shall indemnify all persons whom it shall have power to indemnify
from and against all expenses, liabilities or other matters to the fullest
extent permitted by Sections 721 through 726 of the New York Business
Corporation law as from time to time amended. Sections 721 through 726 of the
New York Business Corporation Law set forth the extent to which officers or
directors of the Company may be indemnified against any liabilities which they
may incur in their capacity as such.

     Article Eighth of the Company's Certificate of Incorporation, as amended,
furthermore, provides that no director of the Company is personally liable to
the Company or its stockholders for damages for any breach of duty as a director
unless a judgment or other final adjudication adverse to him establishes that
his acts or omissions involved bad faith, intentional misconduct, a knowing
violation of law or certain expressly prohibited acts, or that he personally
gained a financial profit or other advantage to which he was not legally
entitled.

     The Company also has liability insurance policies in effect which cover
certain claims against any officer or director of the Company by reason of
certain breaches of duty, neglect, errors, or omissions committed by such person
in his capacity as an officer or director.

ITEM 16. EXHIBITS.

     2.1  -  Stock Purchase Agreement dated as of March 7, 1997 among
             Bowne & Co., Inc. and the Selling Stockholders.

     5.1  -  Opinion of Simpson Thacher & Bartlett as to the validity of
             issuance of the Common Stock.

    23.1  -  Consent of Ernst & Young LLP.

    23.2  -  Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).

    24.0  -  Powers of Attorney (included on page II-3 hereof).


ITEM 17. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933, as amended (the "Securities Act");

        (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in the volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high and of the estimated maximum offering range
    may be reflected on the form of prospectus filed with the Commission
    pursuant to Rule


                                      II-1
<PAGE>   8
     424(b) if, in the aggregate, the changes in volume and price represent no
     more than 20 percent change in the maximum aggregate offering price set
     forth in the "Calculation of Registration Fee" table in the effective
     registration statement;

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

provided, however, that paragraph (1)(i) and (1)(ii) above do not apply if
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 Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the registration
statement.

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

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

     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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     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 set forth in response to Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                      II-2
<PAGE>   9
                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON APRIL 25, 1997.

                                        BOWNE & CO., INC.

                                        By:  /s/ Robert M. Johnson
                                             -----------------------------
                                             Robert M. Johnson
                                             Chairman of the Board
                                             and Chief Executive Officer


                                POWER OF ATTORNEY

     EACH PERSON WHOSE SIGNATURE APPEARS BELOW AUTHORIZES ROBERT M. JOHNSON AND
DENISE K. FLETCHER, OR EITHER OF THEM, TO EXECUTE IN THE NAME OF EACH SUCH
PERSON WHO IS THEN AN OFFICER OR DIRECTOR OF BOWNE & CO., INC. (EACH A
"REGISTRANT") AND TO FILE A REGISTRATION STATEMENT ON FORM S-3 RELATING TO THE
COMMON STOCK, AND ANY AMENDMENTS THERETO (AND ANY ADDITIONAL REGISTRATION
STATEMENT RELATED THERETO PERMITTED BY RULE 462(b) PROMULGATED UNDER THE
SECURITIES ACT OF 1933 (AND ALL FURTHER AMENDMENTS INCLUDING POST-EFFECTIVE
AMENDMENTS THERETO)) NECESSARY OR ADVISABLE TO ENABLE THE REGISTRANT TO COMPLY
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY RULES, REGULATIONS AND
REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION, IN RESPECT THEREOF, IN
CONNECTION WITH THE REGISTRATION OF THE SECURITIES WHICH ARE THE SUBJECT OF
SUCH REGISTRATION STATEMENT, WHICH AMENDMENTS MAY MAKE SUCH CHANGES IN SUCH
REGISTRATION STATEMENT AS SUCH ATTORNEY MAY DEEM APPROPRIATE.        

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
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/ Robert M. Johnson             Chairman of the Board and Chief                 November 21, 1996
- --------------------------        Executive Officer
    (Robert M. Johnson)

/s/ Denise K. Fletcher            Vice President, Chief Financial                 November 21, 1996
- --------------------------        Officer (Principal Financial and
    (Denise K. Fletcher)          Accounting Officer)


/s/ James P. O'Neil               President, Chief Operating Officer,             November 21, 1996
- --------------------------        and Director
   (James P. O'Neil)

/s/ Robert M. Conway              Director                                        November 21, 1996
- --------------------------
    (Robert M. Conway)

/s/ Edward H. Meyer               Director                                        November 21, 1996
- --------------------------
    (Edward H. Meyer)

/s/ H. Marshall Schwarz           Director                                        November 21, 1996
- --------------------------
    (H. Marshall Schwarz)

/s/ Wendell M. Smith              Director                                        November 21, 1996
- --------------------------
    (Wendell M. Smith)

/s/ Thomas O. Stanley             Director                                        November 21, 1996
- --------------------------
    (Thomas O. Stanley)

/s/ Vincent Tese                  Director                                        November 21, 1996
- --------------------------
    (Vincent Tese)

/s/ Richard R. West               Director                                        November 21, 1996
- --------------------------
    (Richard R. West)
</TABLE>





                                      II-3
<PAGE>   10
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                      SEQUENTIALLY
EXHIBIT                                                                                 NUMBERED
 NUMBER                           DESCRIPTION OF EXHIBITS                                PAGES
- -------                           -----------------------                             ------------
<S>            <C>                                                                    <C>
  2.1    -     Stock Purchase Agreement dated as of March 7, 1997 among
               Bowne & Co., Inc. and the Selling Stockholders.

  5.1    -     Opinion of Simpson Thacher & Bartlett as to the validity of
               issuance of the Common Stock.

 23.1    -     Consent of Ernst & Young LLP.

 23.2    -     Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).

 24.0    -     Powers of Attorney (included on page II-3 hereof).
</TABLE>
