
                          BOWATER INCORPORATED
                                    
                       CERTIFICATE OF DESIGNATIONS
                                    
                                 OF THE
                                    
                 % SERIES C CUMULATIVE PREFERRED STOCK 
                                    
                           __________________
                                    
                 Pursuant to Section 151 of the General
                Corporation Law of the State of Delaware
                                    
                           ___________________
                                     
     
               BOWATER INCORPORATED, a corporation organized and
     existing under the laws of the State of Delaware (the
     "Corporation"), hereby certifies that the following
     resolution was duly adopted by the Finance Committee (the
     "Finance Committee") of the Board of Directors of the
     Corporation (the "Board of Directors"), acting pursuant to
     authority delegated to the Finance Committee by the Board of
     Directors on October 21, 1993, at a meeting duly called and
     held on [         ], 1994 at which meeting a quorum of the
     members of the Finance Committee was present and acting
     throughout, and was duly amended and supplemented by the
     action of the Pricing Committee (the "Pricing Committee") of
     the Board of Directors, acting pursuant to authority
     delegated to the Pricing Committee by the Board of Directors
     on October 21, 1993, at a meeting duly called and held on
     [         ] at which meeting a quorum of the members of the
     Pricing Committee was present and acting throughout.
               RESOLVED that, pursuant to authority expressly
     vested in the Board of Directors by the provisions of the
     Restated Certificate of Incorporation of the Corporation
     (the "Certificate"), the Board of Directors hereby provides
     for the issuance of a series of preferred stock of the
     Corporation, par value $1.00 per share (all series of
     preferred stock of the Corporation being hereinafter
     referred to collectively as the "Preferred Stock"), to
     consist of [750,000] shares, and hereby fixes the powers,
     designation, preferences and relative, participating,
     optional and other rights of such series of preferred stock,
     and the qualifications, limitations and restrictions
     thereof, as follows:
               1.   Designation; Ranking. (a) The designation of
     the series of preferred stock created by this resolution
     shall be "[  ]% Series C Cumulative Preferred Stock"
     (hereinafter called the "Cumulative Preferred Stock"), and
     the number of shares constituting the Cumulative Preferred
     Stock is [750,000].      
               (b)  Any shares of the Cumulative Preferred Stock
     that at any time have been redeemed, purchased or otherwise
     acquired by the Corporation shall, after such redemption,
     purchase or other acquisition, resume the status of
     authorized and unissued shares of Preferred Stock without
     designation as to series until such shares are once more
     designated as part of a particular series by the Board of
     Directors.          
               (c)  The shares of Cumulative Preferred Stock will
     rank on a parity, both as to payment of dividends and
     distribution of assets upon liquidation, with the
     Corporation's LIBOR Preferred Stock, Series A, [and its [ ]%
     PRIDES, Series B Convertible Preferred Stock,] as well as
     any Preferred Stock issued in the future by the Corporation
     that by its terms ranks pari passu with the shares of
     Cumulative Preferred Stock.
               2.   Dividends.  The holders of record of the
     shares of Cumulative Preferred Stock shall be entitled to
     receive, when, as and if declared by the Board of Directors
     out of funds legally available therefor, cash dividends
     ("Preferred Dividends") from the date of the initial
     issuance of the shares of Cumulative Preferred Stock at the
     rate of [    ] percent of the $100 liquidation preference
     per annum, payable quarterly in arrears on the 15th day of
     January, April, July and October or, if any such date is not
     a business day (as defined in paragraph 7 hereof), the
     Preferred Dividend due on such date shall be paid on the
     next succeeding business day (each a "Dividend Payment
     Date").  The first dividend period will be from the date of
     initial issuance of the shares of Cumulative Preferred Stock
     to but excluding April 15, 1994 and will be payable on
     April 15, 1994.  Preferred Dividends will cease to accrue in
     respect of the shares of Cumulative Preferred Stock on the
     date of their redemption.  Preferred Dividends will be
     payable to holders of record of the Cumulative Preferred
     Stock as they appear on the stock register of the
     Corporation on such record dates, not less than 15 nor more
     than 60 days preceding the payment date thereof, as shall be
     fixed by the Board of Directors.  Preferred Dividends
     payable on shares of Cumulative Preferred Stock for any
     period less than a full quarterly dividend period (or, in
     the case of the first Preferred Dividend, from the date of
     initial issuance of the shares of Cumulative Preferred Stock
     to the first Dividend Payment Date) shall be computed on the
     basis of a 360-day year of twelve 30-day months and the
     actual number of days elapsed in any period less than
     one month.  Preferred Dividends shall accrue on a daily
     basis (computed as set forth in the immediately preceding
     sentence) whether or not there are funds of the Corporation
     legally available for the payment of such dividends and
     whether or not such Preferred Dividends are declared. 
     Accrued but unpaid Preferred Dividends shall cumulate as of
     the Dividend Payment Date on which they first become
     payable, but no interest shall accrue on accumulated but
     unpaid Preferred Dividends.   
               As long as shares of Cumulative Preferred Stock
     are outstanding, no dividends (other than dividends payable
     in shares of, or warrants, rights or options exercisable for
     or convertible into shares of any capital stock of the
     Corporation, including without limitation the Corporation's
     common stock, $1.00 par value per share ("Common Stock"),
     ranking junior to the shares of Cumulative Preferred Stock
     as to the payment of dividends and the distribution of
     assets upon liquidation (collectively, "Junior Stock") and
     cash in lieu of fractional shares in connection with any
     such dividend) will be paid or declared in cash or
     otherwise, nor will any other distribution be made (other
     than a distribution payable in Junior Stock and cash in lieu
     of fractional shares in connection with any such
     distribution), on any Junior Stock unless (i) full dividends
     on Preferred Stock that does not constitute Junior Stock
     ("Parity Preferred Stock") have been paid, or declared and
     set aside for payment, for all dividend periods terminating
     on or prior to the date of such Junior Stock dividend or
     distribution payment to the extent such dividends are
     cumulative; (ii) dividends in full for the current quarterly
     dividend period have been paid, or declared and set aside
     for payment, on all Parity Preferred Stock to the extent
     such dividends are cumulative; (iii) the Corporation has
     paid or set aside all amounts, if any, then or theretofore
     required to be paid or set aside for all purchase,
     retirement, and sinking funds, if any, for any Parity
     Preferred Stock; and (iv) the Corporation is not in default
     on any of its obligations to redeem any Parity Preferred
     Stock.  
               As long as any shares of Cumulative Preferred
     Stock are outstanding, no shares of Junior Stock may be
     purchased, redeemed, or otherwise acquired by the
     Corporation or any of its subsidiaries (except in connection
     with a reclassification or exchange of any Junior Stock
     through the issuance of other Junior Stock (and cash in lieu
     of fractional shares in connection therewith) or the
     purchase, redemption, or other acquisition of any Junior
     Stock with any Junior Stock (and cash in lieu of fractional
     shares in connection therewith)) nor may any funds be set
     aside or made available for any sinking fund for the
     purchase, redemption or acquisition of any Junior Stock
     unless:  (i) full dividends on Parity Preferred Stock have
     been paid, or declared and set aside for payment, for all
     dividend periods terminating on or prior to the date of such
     purchase, redemption, acquisition, setting aside or making
     available to the extent such dividends are cumulative; (ii)
     dividends in full for the current quarterly dividend period
     have been paid, or declared and set aside for payment, on
     all Parity Preferred Stock to the extent such dividends are
     cumulative; (iii) the Corporation has paid or set aside all
     amounts, if any, then or theretofore required to be paid or
     set aside for all purchase, retirement, and sinking funds,
     if any, for any Parity Preferred Stock; and (iv) the
     Corporation is not in default on any of its obligations to
     redeem any  Parity Preferred Stock.  
               As long as any shares of Cumulative Preferred
     Stock are outstanding, dividends or other distributions may
     not be declared or paid on any Parity Preferred Stock (other
     than dividends or other distributions payable in Junior
     Stock and cash in lieu of fractional shares in connection
     therewith) and the Corporation may not purchase, redeem or
     otherwise acquire any Parity Preferred Stock (except with
     any Junior Stock and cash in lieu of fractional shares in
     connection therewith), unless either:  (a)(i) full dividends
     on Parity Preferred Stock have been paid, or declared and
     set aside for payment, for all dividend periods terminating
     on or prior to the date of such Parity Preferred Stock
     dividend, distribution, redemption, purchase or acquisition
     payment to the extent such dividends are cumulative;
     (ii) dividends in full for the current quarterly dividend
     period have been paid, or declared and set aside for
     payment, on all Parity Preferred Stock to the extent such
     dividends are cumulative; (iii) the Corporation has paid or
     set aside all amounts, if any, then or theretofore required
     to be paid or set aside for all purchase, retirement, and
     sinking funds, if any, for any Parity Preferred Stock; and
     (iv) the Corporation is not in default on any of its
     obligations to redeem any Parity Preferred Stock; or
     (b) with respect to the payment of dividends only, any such
     dividends are declared and paid pro rata so that the amounts
     of any dividends declared and paid per share of Cumulative
     Preferred Stock and each other share of Parity Preferred
     Stock will in all cases bear to each other the same ratio
     that accrued and unpaid dividends (including any
     accumulation with respect to unpaid dividends for prior
     dividend periods, if such dividends are cumulative) per
     share of Cumulative Preferred Stock and such other share of
     Parity Preferred Stock bear to each other.  
               3.   Redemption.  The shares of Cumulative
     Preferred Stock are not redeemable by the Corporation prior
     to [            ], 1999.  At any time and from time to time
     on or after that date the Corporation will have the right to
     redeem, in whole or in part, outstanding shares of
     Cumulative Preferred Stock for $100 per share, plus accrued
     and unpaid dividends to, but not including, the date fixed
     for redemption (other than previously declared dividends
     payable to a holder of record as of a prior date). 
     Preferred Dividends will cease to accrue on the shares of
     Cumulative Preferred Stock on the date fixed for their
     redemption (unless the Corporation defaults on the payment
     of the redemption price).  If fewer than all of the
     outstanding shares of Cumulative Preferred Stock are to be
     called for redemption, shares of Cumulative Preferred Stock
     to be called for redemption will be selected by the
     Corporation from outstanding shares of Cumulative Preferred
     Stock not previously called by lot or pro rata (as nearly as
     may be) or by any other method determined by the Board of
     Directors in its sole discretion to be equitable.  The
     Corporation will provide notice of any call for redemption
     of shares of Cumulative Preferred Stock to holders of record
     of the shares of Cumulative Preferred Stock to be called for
     redemption not less than 30 nor more than 60 days prior to
     the date fixed for redemption.  Any such notice will be
     provided by mail, sent to the holders of record of the
     shares of Cumulative Preferred Stock to be called for
     redemption at such holder's address as it appears on the
     stock register of the Corporation, first class postage
     prepaid; provided, however, that failure to give such notice
     or any defect therein shall not affect the validity of the
     proceeding for the redemption of any shares of Cumulative
     Preferred Stock to be redeemed except as to the holder to
     whom the Corporation has failed to give said notice or whose
     notice was defective.  On and after the redemption date, all
     rights of the holders of the shares of Cumulative Preferred
     Stock called for redemption shall terminate except the right
     to receive the redemption price (unless the Corporation
     defaults on the payment of the redemption price).  A public
     announcement of any call for redemption will be made by the
     Corporation prior to, or at the time of, the mailing of such
     notice of redemption.  Each such notice shall state, as
     appropriate, the following and may contain such other
     information as the Corporation deems advisable:   
               (A) the redemption date;
               (B) that all outstanding shares of Cumulative
               Preferred Stock are to be redeemed or, in the case of a
               redemption of fewer than all outstanding shares of
               Cumulative Preferred Stock, the number of such shares
               held by such holder to be redeemed;
               (C) the place or places where certificates for
               such shares of Cumulative Preferred Stock are to be
               surrendered for redemption; and
               (D) that dividends on the shares of Cumulative
               Preferred Stock to be redeemed shall cease to accrue on
               and after such redemption date (except as otherwise
               provided herein).
               The Corporation's obligation to provide funds upon
     redemption in accordance with this paragraph 3 shall be
     deemed fulfilled if, on or before a redemption date, the
     Corporation shall deposit, with a bank or trust company, or
     an affiliate of a bank or trust company, having an office or
     agency in New York, New York and having a capital and
     surplus of at least $50,000,000 according to its last
     published statement of condition, the redemption price for
     the shares of Cumulative Preferred Stock to be redeemed as
     required by this paragraph, in trust for the account of the
     holders of such shares of Cumulative Preferred Stock to be
     redeemed (and so as to be and continue to be available
     therefor), with irrevocable instructions and authority to
     such bank or trust company, or affiliate thereof, to deliver
     such funds upon redemption of the shares of Cumulative
     Preferred Stock so called for redemption.  Any interest
     accrued on such funds shall be paid to the Corporation from
     time to time.  Any funds so deposited and unclaimed at the
     end of three years from such redemption date shall be repaid
     and released to the Corporation, after which, subject to
     applicable law, the holder or holders of such shares of
     Cumulative Preferred Stock so called for redemption shall
     look only to the Corporation for payment of the funds due in
     connection with the redemption of Cumulative Preferred
     Stock.
               Each holder of shares of Cumulative Preferred
     Stock called for redemption must surrender the certificates
     evidencing such shares (properly endorsed or assigned for
     transfer, if the Board of Directors shall so require and the
     notice shall so state) to the Corporation at the place
     designated in the notice of such redemption and will
     thereupon be entitled to receive any funds payable pursuant
     to this paragraph, without interest, following such
     surrender and on or following the date of such redemption. 
     In case fewer than all the shares represented by any such
     surrendered certificate are called for redemption, a new
     certificate shall be issued at the expense of the
     Corporation representing the unredeemed shares.  If such
     notice of redemption shall have been given, and funds equal
     to the redemption price of all redeemed shares of Cumulative
     Preferred Stock shall have been irrevocably either (A) set
     aside by the Corporation separate and apart from its other
     funds or assets in trust for the account of the holders of
     the shares to be redeemed (and so as to be and continue to
     be available therefor) or (B) deposited with a bank or trust
     company or an affiliate thereof as provided herein or the
     Corporation shall have made other reasonable provision
     therefor, then notwithstanding that the certificates
     evidencing any shares of Cumulative Preferred Stock so
     called for redemption shall not have been surrendered, the
     shares represented thereby so called for redemption shall be
     deemed no longer outstanding, Preferred Dividends with
     respect to the shares so called for redemption shall cease
     to accrue on the date fixed for redemption and all rights
     with respect to the shares so called for redemption shall
     forthwith after such date cease and terminate, except for
     the rights of the holders to funds, if any, payable pursuant
     to this paragraph without interest upon surrender of their
     certificates therefor and except that holders of shares of
     Cumulative Preferred Stock at the close of business on a
     record date for any payment of Preferred Dividends shall be
     entitled to receive the Preferred Dividend payable on such
     shares on the corresponding Dividend Payment Date
     notwithstanding the redemption of such shares following such
     record date and prior to such Dividend Payment Date.  
               4.   Conversion.  The holders of shares of
     Cumulative Preferred Stock shall not have any rights to
     convert such shares into shares of any other class or series
     of capital stock of the Corporation.
               5.   Liquidation Rights.  In the event of any
     voluntary or involuntary liquidation, dissolution or winding
     up of the Corporation, and subject to the rights of the
     holders of any other series of Preferred Stock, the holders
     of outstanding shares of Cumulative Preferred Stock are
     entitled to receive the sum of $100 per share, plus an
     amount equal to any accrued and unpaid dividends thereon,
     out of the assets of the Company available for distribution
     to stockholders, before any distribution of assets is made
     to holders of Junior Stock upon liquidation, dissolution, or
     winding up.  If upon any voluntary or involuntary
     liquidation, dissolution, or winding up of the Corporation,
     the assets of the Corporation are insufficient to permit the
     payment of the full preferential amounts payable with
     respect to shares of Cumulative Preferred Stock and all
     other series of Parity Preferred Stock, the holders of
     shares of Cumulative Preferred Stock and of all other series
     of Parity Preferred Stock will share ratably in any
     distribution of assets of the Corporation in proportion to
     the full respective preferential amounts to which they are
     entitled.  After payment of the full amount of the
     liquidating distribution to which they are entitled, the
     holders of shares of Cumulative Preferred Stock will not be
     entitled to any further participation in any distribution of
     assets by the Corporation.  A consolidation or merger of the
     Corporation with one or more corporations or a sale or
     transfer of substantially all of the assets of the
     Corporation shall not be deemed to be a liquidation,
     dissolution, or winding up of the Corporation.
               6.   Voting Rights.  In the event that dividends
     on the shares of Cumulative Preferred Stock or any other
     series of Preferred Stock shall be in arrears and unpaid for
     six quarterly dividend periods, or if any other series of
     Preferred Stock shall be entitled for any other reason to
     exercise voting rights, separate from the Common Stock, to
     elect any Directors of the Corporation ("Preferred Stock
     Directors"), the holders of the shares of Cumulative
     Preferred Stock (voting separately as a class with holders
     of all other series of Preferred Stock upon which like
     voting rights have been conferred and are exercisable), with
     each share of Cumulative Preferred Stock entitled to one
     vote on this and other matters in which Preferred Stock
     votes as a group, will be entitled to vote for the election
     of two Preferred Stock Directors, such Directors to be in
     addition to the number of Directors constituting the Board
     of Directors immediately prior to the accrual of such right. 
     Such right, when vested, shall continue until all dividends
     in arrears on the shares of Cumulative Preferred Stock and
     such other series of Preferred Stock shall have been paid in
     full and the right of any other series of Preferred Stock to
     exercise voting rights, separate from the Common Stock, to
     elect any Preferred Stock Directors shall terminate or have
     terminated, and, when so paid and such termination occurs or
     has occurred, such right of the holders of the shares of
     Cumulative Preferred Stock shall cease.  Upon any
     termination of the aforesaid voting right, subject to the
     requirements of the Delaware corporation law and the
     Certificate, such Preferred Stock Directors shall cease to
     be Directors of the Corporation and shall resign. 
               The Corporation will not, without the approval of the
     holders of at least 66-2/3% of all the Cumulative Preferred
     Stock then outstanding:  (i) amend, alter, or repeal any of
     the provisions of the Certificate or the By-laws of the
     Corporation so as to affect adversely the powers,
     preferences, or rights of the holders of the Cumulative
     Preferred Stock then outstanding or reduce the minimum time
     required for any notice to which only the holders of the
     Cumulative Preferred Stock then outstanding may be entitled
     (an amendment of the Certificate to authorize or create, or
     to increase the authorized amount of, Junior Stock,
     Preferred Stock or any stock of any class ranking on a
     parity with the Cumulative Preferred Stock shall be deemed
     not to affect adversely the powers, preferences, or rights
     of the holders of the Cumulative Preferred Stock); (ii)
     create any series of Preferred Stock ranking prior to the
     shares of Cumulative Preferred Stock as to payment of
     dividends or the distribution of assets upon liquidation;
     (iii) authorize or create, or increase the authorized amount
     of, any capital stock, or any security convertible into
     capital stock, of any class ranking prior to the Cumulative
     Preferred Stock as to payment of dividends or the
     distribution of assets upon liquidation; or (iv) merge or
     consolidate with or into any other corporation, unless each
     holder of the Cumulative Preferred Stock immediately
     preceding such merger or consolidation shall receive or
     continue to hold in the resulting corporation the same
     number of shares, with substantially the same rights and
     preferences, as correspond to the Cumulative Preferred Stock
     so held.
               As long as any shares of Cumulative Preferred
     Stock are outstanding, the Corporation will not, without the
     approval of the holders of at least a majority of the shares
     of Parity Preferred Stock then outstanding:  (i) increase
     the authorized amount of the Preferred Stock or (ii) create
     any class or classes of capital stock ranking on a parity
     with the Parity Preferred Stock, either as to payment of
     dividends or the distribution of assets upon liquidation,
     and not existing on the date of this Certificate of
     Designations, or create any stock or other security
     convertible into or exchangeable for or evidencing the right
     to purchase any stock of such other class of capital stock
     ranking on a parity with the Parity Preferred Stock, or
     increase the authorized number of shares of any such other
     class of capital stock or amount of such other stock or
     security.
               Notwithstanding the provisions set forth in the
     preceding two paragraphs, however, no such approval
     described therein of the holders of the shares of Cumulative
     Preferred Stock shall be required if, at or prior to the
     time when such amendment, alteration, or repeal is to take
     effect or when the authorization, creation or increase of
     any such prior or parity stock or such other stock or
     security is to be made, or when such consolidation or merger
     is to take effect, as the case may be, provision is made for
     the redemption of all shares of Cumulative Preferred Stock
     at the time outstanding.
     
               7.   Definitions.  As used in this Certificate of
     Designations:       
                    (i) the term "business day" shall mean any
          day other than a Saturday, a Sunday or a day on which
          commercial banking institutions in the City of New
          York, New York, or Atlanta, Georgia are authorized or
          obligated by law or executive order to close; and
                    (ii) the term "record date" shall be such
          date as is from time to time fixed by the Board of
          Directors with respect to the receipt of dividends, the
          receipt of a redemption price upon redemption or the
          taking of any action or exercise of any voting rights
          permitted hereby.
               8.   Severability of Provisions.  Whenever
     possible, each provision hereof shall be interpreted in a
     manner as to be effective and valid under applicable law,
     but if any provision hereof is held to be prohibited by or
     invalid under applicable law, such provision shall be
     ineffective only to the extent of such prohibition or
     invalidity, without invalidating or otherwise adversely
     affecting the remaining provisions hereof.  If a court of
     competent jurisdiction should determine that a provision
     hereof would be valid or enforceable if a period of time
     were extended or shortened or a particular percentage were
     increased or decreased, then such court may make such change
     as shall be necessary to render the provision in question
     effective and valid under applicable law.
     
               IN WITNESS WHEREOF, Bowater Incorporated has
     caused this Certificate of Designations to be signed by
     ____________________, its ____________________ and attested
     by ____________________,  its ____________________ , this
     ____ day of ____________, 1994.
     
     
                                   BOWATER INCORPORATED,
     
                                     by
                                       __________________________
     
     [CORPORATE SEAL]
     
     ATTEST:
     
     by
       _______________________

