
                             BOWATER INCORPORATED
                         CERTIFICATE OF DESIGNATIONS
                                   OF THE
                  7% PRIDES, SERIES B CONVERTIBLE 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 Board of Directors of the
Corporation (the "Board of Directors") at a meeting duly
called and held on January 26, 1994 at which meeting a
quorum of the members of the Board of Directors 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 February 1, 1994, 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 serial preferred stock of
the Corporation, par value $1.00 per share (all series of
serial preferred stock of the Corporation being hereinafter
referred to collectively as the "Preferred Stock"), to
consist of 1,223,404 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 "7% PRIDES, Series B Convertible Preferred Stock"
(hereinafter called the "PRIDES"), and the number of shares
constituting the PRIDES is 1,223,404.

                  (b)  Any shares of the PRIDES that at any time
have been redeemed, purchased, acquired upon conversion or
otherwise acquired by the Corporation shall, after such
redemption, purchase, conversion 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 PRIDES 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 8.40% Series C Cumulative 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 PRIDES.

       2.  Dividends.  The holders of record of the
shares of PRIDES 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
PRIDES at the rate of 7 percent of the $94.00 liquidation
preference per annum, payable quarterly in arrears on the
first day of January, April, July, and October or, if any
such date is not a business day (as defined in paragraph 6
hereto), the Preferred Dividend due on such date shall be
payable on the next succeeding business day (each such
payment date, and any redemption date pursuant to the
proviso set forth in this sentence, being a "Dividend
Payment Date"); provided, however; that, with respect to any
dividend period during which a redemption of any shares of
PRIDES occurs, the Corporation may, at its option, declare
accrued Preferred Dividends to, and pay such dividends on,
the date fixed for redemption, in which case such dividends
would be payable in cash to the holders of  shares of PRIDES
as of the record date for such dividend payment and would
not be included in the calculation of the related Call Price
(as defined herein).  The first dividend period will be from
the date of initial issuance of the shares of PRIDES to but
excluding April 1, 1994 and will be payable on April 1,
1994.  Preferred Dividends shall cease to accrue on shares
of PRIDES on the Mandatory Conversion Date (as defined
herein) or on the date of their earlier conversion or
redemption.  Preferred Dividends will be payable to holders
of record of shares of PRIDES 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 PRIDES 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 PRIDES to the first
Dividend Payment Date) will 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 PRIDES 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, including without
limitation the Common Stock (as defined herein), of the
Corporation ranking junior to the shares of PRIDES 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 PRIDES 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 PRIDES 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
and except with the right, subject to clause (b) of this
paragraph and any similar requirement of any other
Certificate of Designations for Preferred Stock, to receive
accrued and unpaid dividends), 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 declaration and 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 PRIDES 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 PRIDES and such other share of Parity Preferred
Stock bear to each other.

       3.  Conversion or Redemption.  (a)  Unless
previously either called for redemption in accordance with
the provisions of paragraph 3(b) or converted at the option
of the holder in accordance with the provisions of
paragraph 3(c), on January 1, 1998 (the "Mandatory
Conversion Date") each outstanding share of PRIDES will
convert mandatorily (the "Mandatory Conversion") into
(i) shares of authorized common stock, $1.00 par value, of
the Corporation (the "Common Stock") at the Common
Equivalent Rate (as defined herein) in effect on the
Mandatory Conversion Date and (ii) the right to receive an
amount in cash equal to all accrued and unpaid Preferred
Dividends on such share of PRIDES (other than previously
declared dividends payable to a holder of record as of a
prior date) to the Mandatory Conversion Date, whether or not
declared, out of funds legally available for the payment of
Preferred Dividends, subject to the requirement set forth in
clause (b) in the last paragraph of paragraph 2 above and
any similar requirement of any other Certificate of
Designations for Preferred Stock, subject to the right of
the Corporation to redeem the shares of PRIDES on or after
January 1, 1997 (the "Initial Redemption Date") and prior to
the Mandatory Conversion Date and subject to the conversion
of the shares of PRIDES at the option of the holder at any
time prior to the Mandatory Conversion Date.  The Common
Equivalent Rate is initially four shares of Common Stock for
each share of PRIDES and is subject to adjustment as set
forth in paragraphs 3(d) and 3(e) below.  Preferred
Dividends on the shares of PRIDES shall cease to accrue and
such shares of PRIDES shall cease to be outstanding on the
Mandatory Conversion Date.  The Corporation shall make such
arrangements as it deems appropriate for the issuance of
certificates representing shares of Common Stock and for the
payment of cash in respect of such accrued and unpaid
dividends, if any, or cash in lieu of fractional shares, if
any, without interest, in exchange for and contingent upon
surrender of certificates representing the shares of PRIDES,
and the Corporation may defer the payment of dividends on
such shares of Common Stock and the voting thereof until,
and make such payment and voting contingent upon, the
surrender of certificates representing the shares of PRIDES,
provided that the Corporation shall give the holders of the
shares of PRIDES such notice of any such actions as the
Corporation deems appropriate and upon such surrender such
holders shall be entitled to receive such dividends declared
and paid, if any, without interest, on such shares of Common
Stock subsequent to the Mandatory Conversion Date.

       (b) (i)  Shares of PRIDES are not redeemable by
the Corporation prior to the Initial Redemption Date.  At
any time and from time to time on or after that date until
immediately prior to the Mandatory Conversion Date, the
Corporation will have the right to redeem, in whole or in
part, the outstanding shares of PRIDES (subject to the
notice provisions set forth in paragraph 3(b)(iii) and to
the Certificate).  Upon any such redemption the Corporation
will deliver to the holder thereof, in exchange for each
share of PRIDES subject to redemption, the greater of:

       (A) the number of shares of Common Stock equal to
            the Call Price (as defined herein) in effect on the
            redemption date divided by the Current Market Price (as
            defined herein) of the Common Stock, such Current
            Market Price being determined as of the second Trading
            Day (as defined herein) immediately preceding the
            Notice Date (as defined herein); or

       (B) shares of Common Stock equal to the then
            applicable Optional Conversion Rate (as defined
            herein).

Dividends will cease to accrue on the shares of PRIDES on
the date fixed for their redemption (unless the Corporation
defaults on the payment of the redemption price).  The "Call
Price" of each share of PRIDES is the sum of (x) $95.644 on
and after the Initial Redemption Date to and including
March 31, 1997, or $95.234 on and after April 1, 1997, to
and including June 30, 1997, or $94.823 on and after July 1,
1997, to and including September 30, 1997, or $94.411 on and
after October 1, 1997, to and including November 30, 1997,
or $94.00 on and after December 1, 1997, to and including
December 31, 1997, and (y) all accrued and unpaid dividends
thereon 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).  If fewer than all of
the outstanding shares of PRIDES are to be called for
redemption, shares of PRIDES to be called for redemption
will be selected by the Corporation from outstanding shares
of PRIDES 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.

       (ii)  The term "Current Market Price" per share of
the Common Stock on any date of determination means the
lesser of (x) the average of the Closing Prices (as defined
herein) of the Common Stock for the 15 consecutive Trading
Days ending on and including such date of determination, or
(y) the Closing Price of the Common Stock for such date of
determination; provided, however, that, with respect to any
redemption of shares of PRIDES, if any event that results in
an adjustment of the Common Equivalent Rate occurs during
the period beginning on the first day of such 15-day period
and ending on the applicable redemption date, the Current
Market Price as determined pursuant to the foregoing will be
appropriately adjusted, in the sole determination of the
Board of Directors of the Corporation whose determination
shall be conclusive, to reflect the occurrence of such
event.

       (iii)  The Corporation will provide notice of any
call for redemption of shares of PRIDES to holders of record
of the shares of PRIDES to be called for redemption not less
than 15 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 PRIDES 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 PRIDES 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 PRIDES 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.  The
term "Notice Date" with respect to any notice given by the
Corporation in connection with a redemption of shares of
PRIDES means the date on which first occurs either the
public announcement of such call for redemption or the
commencement of mailing of the notice to the holders of
shares of PRIDES to be called for redemption, in each case
pursuant to this subparagraph (iii).

       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 PRIDES are to
            be redeemed or, in the case of a redemption of fewer
            than all outstanding shares of PRIDES, the number of
            such shares held by such holder to be redeemed;

       (C) the Call Price, the number of shares of Common
            Stock deliverable upon redemption of each share of
            PRIDES to be redeemed, and the Current Market Price
            used to calculate such number of shares of Common
            Stock;

       (D) the place or places where certificates for
            such shares of PRIDES are to be surrendered for
            redemption; and

       (E) that dividends on the shares of PRIDES to be
            redeemed shall cease to accrue on and after such
            redemption date (except as otherwise provided herein).

       (iv)  The Corporation's obligation to deliver
shares of Common Stock and provide funds upon redemption in
accordance with this paragraph 3(b) and paragraph 4 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, or shall set aside or make
other reasonable provision for the issuance of, such number
of shares of Common Stock as are required to be delivered by
the Corporation pursuant to this paragraph 3(b) upon the
occurrence of the related redemption of PRIDES and such
amount of cash in lieu of the issuance of fractional share
amounts as is required by paragraph 4, in trust for the
account of the holders of such shares of PRIDES 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 shares and funds upon redemption of the shares of
PRIDES so called for redemption.  Any interest accrued on
such funds shall be paid to the Corporation from time to
time.  Any shares of Common Stock or 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 PRIDES so called for redemption shall look
only to the Corporation for delivery of shares of Common
Stock and the payment of any other funds due in connection
with the redemption of such shares of PRIDES.

       (v)  Each holder of shares of PRIDES 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 certificates evidencing shares of Common Stock and
to receive any funds payable pursuant to this paragraph 3(b)
and paragraph 4, 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 if on the
date fixed for redemption shares of Common Stock and funds
necessary for the redemption 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 PRIDES 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 receive the shares of Common Stock and funds, if
any, payable pursuant to this paragraph 3(b) and
paragraph 4, without interest, upon surrender of their
certificates therefor and except that holders of shares of
PRIDES at the close of business on a record date (preceding
the redemption 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. 
Holders of shares of PRIDES that are redeemed shall not be
entitled to receive dividends declared and paid on the
shares of Common Stock deliverable upon such redemption, and
such shares of Common Stock shall not be entitled to vote,
until such shares of Common Stock are issued upon the proper
surrender of the certificates representing such shares of
PRIDES, and upon such surrender such holders shall be
entitled to receive such dividends, without interest,
declared and paid on such shares of Common Stock subsequent
to such redemption date.

       (c)  Shares of PRIDES are convertible, in whole or
in part, at the option of the holders thereof ("Optional
Conversion"), at any time prior to the Mandatory Conversion
Date, unless previously redeemed, into shares of Common
Stock at a rate of 3.28 shares of Common Stock for each
share of PRIDES (the "Optional Conversion Rate"), subject to
adjustment as set forth below.  The right of Optional
Conversion of shares of PRIDES called for redemption will
terminate immediately prior to the close of business on any
redemption date with respect to such shares.

       Optional Conversion of shares of PRIDES may be
effected by delivering certificates evidencing such shares,
together with written notice of conversion and proper
assignment of such certificates to the Corporation or in
blank (and, if applicable, cash payment of an amount equal
to the dividend attributable to the current quarterly
dividend period payable on such shares), to the office of
any transfer agent for the shares of PRIDES or to any other
office or agency maintained by the Corporation for that
purpose and otherwise in accordance with Optional Conversion
procedures established by the Corporation.  Each Optional
Conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the
foregoing requirements shall have been satisfied.  The
Optional Conversion shall be at the Optional Conversion Rate
in effect at such time on such date.

       Holders of shares of PRIDES at the close of
business on a record date for any payment of declared
Preferred Dividends will be entitled to receive the
Preferred Dividend payable on such shares of PRIDES on the
corresponding Dividend Payment Date notwithstanding the
Optional Conversion of such shares of PRIDES following such
record date and prior to such Dividend Payment Date. 
However, shares of PRIDES surrendered for Optional
Conversion after the close of business on a record date for
any payment of declared Preferred Dividends and before the
opening of business on the next succeeding Dividend Payment
Date must be accompanied by payment in cash of an amount
equal to the Preferred Dividends attributable to the current
quarterly dividend period payable on such date (unless such
shares of PRIDES are subject to redemption on a redemption
date subsequent to the record date established for such
Dividend Payment Date and prior to or on such Dividend
Payment Date).  Except as provided above, upon any Optional
Conversion of shares of PRIDES, the Corporation will make no
payment of or allowance for unpaid Preferred Dividends,
whether or not in arrears, on such shares of PRIDES as to
which Optional Conversion has been effected or previously
declared dividends or distributions on the shares of Common
Stock issued upon such Optional Conversion.

                  (d)  The Common Equivalent Rate and the Optional
Conversion Rate are each subject to adjustment from time to
time as provided below in this paragraph (d).

       (i)  If the Corporation shall pay or make a
            dividend or other distribution with respect to its
            Common Stock in shares of Common Stock (including by
            way of reclassification of any shares of its Common
            Stock), the Common Equivalent Rate and the Optional
            Conversion Rate in effect at the opening of business on
            the day following the date fixed for the determination
            of stockholders entitled to receive such dividend or
            other distribution shall each be increased by
            multiplying such Common Equivalent Rate and Optional
            Conversion Rate by a fraction of which the numerator
            shall be the sum of the number of shares of Common
            Stock outstanding at the close of business on the date
            fixed for such determination, excluding the effect of
            such dividend or distribution, plus the total number of
            shares of Common Stock constituting such dividend or
            other distribution, and of which the denominator shall
            be the number of shares of Common Stock outstanding at
            the close of business on the date fixed for such
            determination, excluding the effect of such dividend or
            distribution, such increase to become effective at the
            opening of business on the day following the date fixed
            for such determination.  For the purposes of this
            clause (i), the number of shares of Common Stock at any
            time outstanding shall not include shares held in the
            treasury of the Corporation and the number of shares
            constituting such dividend or other distribution shall
            include shares represented by cash issued in lieu of
            fractional shares of Common Stock.  

       (ii)  In case outstanding shares of Common Stock
            shall be subdivided or split into a greater number of
            shares of Common Stock, the Common Equivalent Rate and
            the Optional Conversion Rate in effect at the opening
            of business on the day following the day upon which
            such subdivision or split becomes effective shall each
            be proportionately increased, and, conversely, in case
            outstanding shares of Common Stock shall be combined
            into a lesser number of shares of Common Stock, the
            Common Equivalent Rate and the Optional Conversion Rate
            in effect at the opening of business on the day
            following the day upon which such combination becomes
            effective shall each be proportionately reduced, such
            increases or reductions, as the case may be, to become
            effective at the opening of business on the day
            following the day upon which such subdivision or split
            or combination becomes effective.
                  (iii)  If the Corporation shall, after the date
            hereof, issue rights or warrants to all holders of its
            Common Stock entitling them (for a period not exceeding
            45 days from the date of such issuance) to subscribe
            for or purchase shares of Common Stock at a price per
            share less than the Current Market Price of the Common
            Stock (determined pursuant to paragraph 3(b)(ii)) on
            the record date for the determination of stockholders
            entitled to receive such rights or warrants, then in
            each case the Common Equivalent Rate and the Optional
            Conversion Rate shall each be adjusted by multiplying
            the Common Equivalent Rate and the Optional Conversion
            Rate in effect on such record date by a fraction of
            which the numerator shall be the number of shares of
            Common Stock outstanding at the close of business on
            the record date for issuance of such rights or
            warrants, excluding the effect of such issuance, plus
            the number of additional shares of Common Stock offered
            for subscription or purchase pursuant to such rights or
            warrants, and of which the denominator shall be the
            number of shares of Common Stock outstanding at the
            close of business on the record date for issuance of
            such rights or warrants, excluding the effect of such
            issuance, plus the number of shares of Common Stock
            which the aggregate offering price of the total number
            of shares of Common Stock so offered for subscription
            or purchase pursuant to such rights or warrants would
            purchase at such Current Market Price (determined by
            multiplying such total number of offered shares by the
            exercise price of such rights or warrants and dividing
            the product so obtained by such Current Market Price). 
            Shares of Common Stock held by the Corporation or by
            another company of which a majority of the shares
            entitled to vote in the election of directors are held,
            directly or indirectly, by the Corporation shall not be
            deemed to be outstanding for purposes of such
            computation.  Such adjustment shall become effective at
            the opening of business on the business day next
            following the record date for the determination of
            stockholders entitled to receive such rights or
            warrants.  To the extent that shares of Common Stock
            are not delivered by reason of the expiration of such
            rights or warrants, the Common Equivalent Rate and the
            Optional Conversion Rate shall each be readjusted to
            the Common Equivalent Rate and the Optional Conversion
            Rate which would then be in effect had the adjustments
            made by reason of the issuance of such rights or
            warrants been made upon the basis of the issuance of
            rights or warrants in respect of only the number of
            shares of Common Stock actually delivered.

                  (iv)  If the Corporation shall pay a dividend or
            make a distribution to all holders of its Common Stock
            consisting of evidences of its indebtedness, cash or
            other assets (including shares of capital stock of the
            Corporation other than Common Stock but excluding any
            cash dividends or distributions, other than
            Extraordinary Cash Distributions (as defined herein),
            and dividends referred to in clause (i) above), or
            shall issue to all holders of its Common Stock rights
            or warrants to subscribe for or purchase any of its
            securities (other than those referred to in
            clause (iii) above), then in each such case the Common
            Equivalent Rate and the Optional Conversion Rate shall
            each be adjusted by multiplying the Common Equivalent
            and the Optional Conversion Rate in effect on the
            record date for such dividend or distribution or for
            the determination of stockholders entitled to receive
            such rights or warrants, as the case may be, by a
            fraction of which the numerator shall be the Current
            Market Price per share of the Common Stock (determined
            pursuant to paragraph 3(b)(ii) on such record date),
            and of which the denominator shall be such Current
            Market Price per share of Common Stock less either (i)
            the fair market value (as determined by the Board of
            Directors, whose determination shall be conclusive) on
            such record date of the portion of the assets or
            evidences of indebtedness so distributed, or of such
            rights or warrants, applicable to one share of Common
            Stock or (ii), if applicable, the amount of the
            Extraordinary Cash Distribution applicable to one share
            of Common Stock.  Such adjustment shall become
            effective at the opening of business on the business
            day next following the record date for such dividend or
            distribution or for the determination of holders
            entitled to receive such rights or warrants, as the
            case may be.  "Extraordinary Cash Distribution" means
            the portion of any cash dividend or cash distribution
            on the Common Stock that, when added to all other cash
            dividends and cash distributions on the Common Stock
            made during the immediately preceding 12-month period
            (other than cash dividends and cash distributions for
            which a prior adjustment to the Common Equivalent Rate
            and Optional Conversion Rate was previously made)
            exceeds, on a per share of Common Stock basis, 10% of
            the average daily Closing Price of the Common Stock
            over such 12-month period. 

       (v)  Anything in this paragraph 3 notwithstanding,
            the Corporation will be entitled (but shall not be
            required) to make such upward adjustments in the Common
            Equivalent Rate and the Optional Conversion Rate or the
            Call Price in addition to those set forth by this
            paragraph 3, as the Corporation, in its sole
            discretion, shall determine to be advisable, in order
            that any stock dividend, subdivision of stock,
            distribution of rights to purchase stock or securities,
            or distribution of securities convertible into or
            exchangeable for stock (or any transaction that could
            be treated as any of the foregoing transactions
            pursuant to Section 305 of the Internal Revenue Code of
            1986, as amended, or any successor provision) hereafter
            made by the Corporation to its stockholders will not be
            taxable in whole or in part.  

       (vi)  All adjustments to the Common Equivalent Rate
            and the Optional Conversion Rate will be calculated to
            the nearest 1/100th of a share of Common Stock.  No
            adjustment in the Common Equivalent Rate or the
            Optional Conversion Rate will be required unless such
            adjustment would require an increase or decrease of at
            least one percent in the Common Equivalent Rate;
            provided, however, that any adjustments which by reason
            of this subparagraph are not required to be made shall
            be carried forward and taken into account in any
            subsequent adjustment.  All adjustments to the Common
            Equivalent Rate and Optional Conversion Rate shall be
            made successively.

       (vii)  Prior to taking any action that could result
            in adjustment affecting the Common Equivalent Rate or
            the Optional Conversion Rate such that the conversion
            price (for purposes of this subparagraph, an amount
            equal to the Call Price divided by the Common
            Equivalent Rate or the Optional Conversion Rate,
            respectively, as in effect from time to time) would be
            below the then par value of the Common Stock, the
            Corporation will take any corporate action which may,
            in the opinion of its Board of Directors, be necessary
            in order that the Corporation may validly and legally
            issue fully paid and nonassessable shares of Common
            Stock at the Common Equivalent Rate or the Optional
            Conversion Rate as so adjusted.

       (viii)  Before redeeming any shares of PRIDES, the
            Corporation will take any corporate action that may, in
            the opinion of its counsel, be necessary in order that
            the Corporation may validly and legally issue fully
            paid and nonassessable shares of Common Stock upon such
            redemption.

       (e)  In case of any consolidation or merger to
which the Corporation is a party (other than a merger or
consolidation in which the Corporation is the surviving or
continuing corporation and in which each share of Common
Stock outstanding immediately prior to the merger or
consolidation remains unchanged in all material respects),
or in case of any sale or transfer to another corporation of
the property of the Corporation as an entirety or
substantially as an entirety, or in the case of any
statutory exchange of securities with another corporation
(other than in connection with a merger or acquisition),
each share of PRIDES shall, after consummation of such
transaction, be subject to (i) conversion at the option of
the holder into the kind and amount of securities, cash or
other property receivable upon consummation of such
transaction by a holder of the number of shares of Common
Stock into which such share of PRIDES might have been
converted immediately prior to consummation of such
transaction, (ii) conversion on the Mandatory Conversion
Date into the kind and amount of securities, cash or other
property receivable upon consummation of such transaction by
a holder of the number of shares of Common Stock into which
such share of PRIDES would have been converted if the
conversion on the Mandatory Conversion Date had occurred
immediately prior to the date of consummation of such
transaction, plus the right, subject to the requirement set
forth in clause (b) in the last paragraph of paragraph 2
above and any similar requirement of any other Certificate
of Designations for Preferred Stock, to receive cash in an
amount equal to all accrued and unpaid dividends on such
share of PRIDES (other than previously declared dividends
payable to a holder of record as of a prior date), and
(iii) redemption on any redemption date in exchange for the
kind and amount of securities, cash or other property
receivable upon consummation of such transaction by a holder
of the number of shares of Common Stock that would have been
issuable, using the Call Price in effect on such redemption
date, upon a redemption of such share of PRIDES immediately
prior to consummation of such transaction, assuming that, if
the Notice Date for such redemption is not prior to such
transaction, the Notice Date had been the date of such
transaction; and assuming in each case that such holder of
shares of Common Stock failed to exercise rights of
election, if any, as to the kind or amount of securities,
cash or other property receivable upon consummation of such
transaction (provided that, if the kind or amount of
securities, cash or other property receivable upon
consummation of such transaction is not the same for each
non-electing share, then the kind and amount of securities,
cash or other property receivable upon consummation of such
transaction for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a
plurality of the non-electing shares).  The kind and amount
of securities into or for which the shares of the PRIDES
shall be convertible or redeemable after consummation of
such transaction shall be subject to adjustment as described
in paragraph 3(d) following the date of consummation of such
transaction.  The Corporation may not become a party to any
such transaction unless the terms thereof are consistent
with the foregoing.

       (f)  Whenever the Common Equivalent Rate and
Optional Conversion Rate are adjusted as provided in
paragraph 3(d), the Corporation shall:

       (i)  forthwith compute the adjusted Common
            Equivalent Rate and Optional Conversion Rate in
            accordance with this paragraph 3 and prepare a
            certificate signed by the Chief Financial Officer, any
            Vice President, the Treasurer or the Controller of the
            Corporation setting forth the adjusted Common
            Equivalent Rate and Optional Conversion Rate, the
            method of calculation thereof in reasonable detail and
            the facts requiring such adjustment and upon which such
            adjustment is based, which certificate shall be
            conclusive, final and binding evidence of the
            correctness of the adjustment, and shall file such
            certificate forthwith with the transfer agent or agents
            for the shares of PRIDES and the Common Stock;

       (ii) make a prompt public announcement stating that
            the Common Equivalent Rate and Optional Conversion Rate
            have been adjusted and setting forth the adjusted
            Common Equivalent Rate and Optional Conversion Rate;
            and

       (iii) mail a notice stating that the Common
            Equivalent Rate and Optional Conversion Rate have been
            adjusted, the facts requiring such adjustment and upon
            which such adjustment is based and setting forth the
            adjusted Common Equivalent Rate and Optional Conversion
            Rate, to the holders of record of the outstanding
            shares of the PRIDES no later than 45 days after the
            end of the Corporation's fiscal quarter period during
            which the facts requiring such adjustment occurred.

       (g)  In case, at any time while any of the shares
of PRIDES are outstanding,

                  (i) the Corporation shall declare a dividend (or
            any other distribution) on the Common Stock, excluding
            any cash dividends other than Extraordinary Cash
            Distributions, or

                  (ii) the Corporation shall authorize the issuance
            to all holders of the Common Stock of rights or
            warrants to subscribe for or purchase shares of the
            Common Stock or of any other subscription rights or
            warrants, or

                  (iii) of any reclassification of the Common Stock
            (other than a subdivision, split or combination
            thereof) or of any consolidation or merger to which the
            Corporation is a party and for which approval of any
            stockholders of the Corporation is required (except for
            a merger of the Corporation into one of its
            subsidiaries solely for the purpose of changing the
            corporate domicile of the Corporation to another state
            of the United States and in connection with which there
            is no substantive change in the rights or privileges of
            any securities of the Corporation other than changes
            resulting from differences in the corporate statutes of
            the state the Corporation was then domiciled in and the
            new state of domicile), or of the sale or transfer of
            all or substantially all of the assets of the
            Corporation (except to one or more wholly-owned
            subsidiaries),

then the Corporation shall cause to be filed at each office
or agency maintained for the purpose of conversion of the
shares of PRIDES, and shall cause to be mailed to the
holders of shares of PRIDES at their last addresses as they
shall appear on the stock register, at least 10 business
days before the date hereinafter specified in clause (A) or
(B) below (or the earlier of the dates hereinafter
specified, in the event that more than one date is
specified), a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend,
distribution, or issuance of rights or warrants, or, if a
record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend,
distribution, or issuance of rights or warrants are to be
determined, or (B) the date on which any such
reclassification, consolidation, merger, sale or transfer is
expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or
other property (including cash), if any, deliverable upon
such reclassification, consolidation, merger, sale or
transfer.  The failure to give or receive the notice
required by this paragraph (g) or any defect therein shall
not affect the legality or validity of any such dividend,
distribution, issuance of any right or warrant or other
action.

                  4.  No Fractional Shares.  No fractional shares of
Common Stock shall be issued upon the redemption or
conversion of any shares of the PRIDES.  In lieu of any
fractional share otherwise issuable in respect of the
aggregate number of shares of the PRIDES of any holder that
are redeemed or converted on any redemption date or upon
Mandatory Conversion or any Optional Conversion, such holder
shall be entitled to receive an amount in cash (computed to
the nearest cent) equal to the same fraction of the
(i) Current Market Price of the Common Stock, determined as
of the second Trading Date immediately preceding the Notice
Date, in the case of redemption, or (ii) Closing Price of
the Common Stock determined (A) as of the fifth Trading Day
immediately preceding the Mandatory Conversion Date, in the
case of Mandatory Conversion or (B) as of the second Trading
Day immediately preceding the effective date of conversion,
in the case of an Optional Conversion by a holder.  If more
than one share of PRIDES shall be surrendered for conversion
or redemption at one time by or for the same holder, the
number of full shares of Common Stock issuable upon
conversion or redemption thereof shall be computed on the
basis of the aggregate number of shares of the PRIDES so
converted or redeemed.

       5.  Reservation of Common Stock.  The Corporation
shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for issuance
upon the conversion or redemption of shares of PRIDES as
herein provided, free from any preemptive rights, such
maximum number of shares of Common Stock as shall from time
to time be issuable upon the Mandatory Conversion, Optional
Conversion or redemption of all the shares of PRIDES then
outstanding.

       6.  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;

       (ii) the term "Closing Price", on any day, shall
            mean the closing sale price regular way of the Common
            Stock on such day or, in case no such sale takes place
            on such day, the average of the reported closing bid
            and asked prices regular way of the Common Stock on
            such day, in each case on the New York Stock Exchange
            or, if the Common Stock is not listed or admitted to
            trading on such Exchange, on the principal national
            securities exchange on which the Common Stock is listed
            or admitted to trading, or, if not listed or admitted
            to trading on any national securities exchange, the
            average of the closing bid and asked prices of the
            Common Stock on the over-the-counter market on the day
            in question as reported by the National Association of
            Securities Dealers, Inc. Automated Quotation System (or
            any successor to such system), or a similarly generally
            accepted reporting service, or if not so available in
            such manner, as furnished by any New York Stock
            Exchange member firm selected from time to time by the
            Board of Directors for that purpose; 

       (iii) 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; and

       (iv) the term "Trading Day" shall mean a date on
            which the New York Stock Exchange (or any successor to
            such Exchange), or, if the Common Stock is not listed
            or admitted to trading on such exchange, the date on
            which such exchange or market on which the Common Stock
            is listed or traded, is open for the transaction of
            business.

       7.  Payment of Taxes.  The Corporation will pay
any and all documentary, stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of shares
of Common Stock on the redemption or conversion of shares of
PRIDES pursuant to paragraph 3; provided, however, that the
Corporation shall not be required to pay any tax which may
be payable in respect of any registration or transfer
involved in the issue or delivery of shares of Common Stock
in a name other than that of the registered holder of shares
of PRIDES redeemed or converted or to be redeemed or
converted, and no such issue or delivery shall be made
unless and until the person requesting such issue or
delivery has paid to the Corporation the amount of any such
tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.

       8.  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 PRIDES are entitled to receive the
sum of $94.00 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
PRIDES and all other series of Parity Preferred Stock, the
holders of shares of PRIDES 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 PRIDES 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.

       9.  Voting Rights.  The holders of shares of
PRIDES shall have the right with the holders of Common Stock
to vote in the election of Directors and upon each other
matter coming before any meeting of the holders of Common
Stock on the basis of 3-1/5 votes for each share of PRIDES
held.  The holders of shares of PRIDES and the holders of
Common Stock will vote together as one class on such matters
except as provided by law or the Certificate.

       In the event that dividends on the shares of
PRIDES 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
PRIDES (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 PRIDES 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 PRIDES 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 PRIDES 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 shares of PRIDES
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 shares of
PRIDES then outstanding or reduce the minimum time required
for any notice to which only the holders of the shares of
PRIDES 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 shares of
PRIDES shall be deemed not to affect adversely the powers,
preferences, or rights of the holders of the shares of
PRIDES); (ii) create any series of Preferred Stock ranking
prior to the shares of PRIDES 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 shares of PRIDES 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 shares of
PRIDES 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 shares
of PRIDES so held.

       As long as any shares of PRIDES 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 PRIDES
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 PRIDES at the time outstanding.

       10.  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
David G. Maffucci , its Vice President-Treasurer, and
attested by Wendy C. Shiba,its Secretary and Assistant
General Counsel, this ___ day of February, 1994.


                                            BOWATER INCORPORATED,

                                               by /s/ David G. Maffucci
                                                 _______________________

[CORPORATE SEAL]

ATTEST:

  by /s/ Wendy C. Shiba
    ____________________

