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<TEXT>




                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of report (Date of earliest event reported) November 10, 2004


                              BOWATER INCORPORATED
             (Exact name of registrant as specified in its charter)


     Delaware                       1-8712                     62-0721803
(State or other jurisdiction      (Commission                (IRS Employer
of incorporation)                 File Number)              Identification No.)


                             55 East Camperdown Way
                                  P.O. Box 1028
                        Greenville, South Carolina 29602
               (Address of principal executive offices) (Zip Code)

                                 (864) 271-7733
              (Registrant's telephone number, including area code)

(Former name or former address, if changed since last report):  Not applicable

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[  ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[  ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>




Item 1.01 Entry into a Material Definitive Agreement

     A copy of the  Modification of Employment  Agreement,  dated as of November
16, 2004, by and between  Bowater  Incorporated  and Richard K. Hamilton,  which
extends  the  payment of salary and  benefits  to Mr.  Hamilton,  is attached as
Exhibit 99.1.

ITEM 5.03  Amendments  to Articles of  Incorporation  or Bylaws;  Change in
Fiscal Year

     On November 10, 2004, the Board of Directors of Bowater  Incorporated  (the
"Company")  amended  Section  4.15  of  the  Company's  bylaws  to  require  the
resignation of outside directors at age 72. Prior to the amendment, Section 4.15
stated: "Except as provided in the following sentence, no Outside Director shall
be eligible to stand for  re-election to a term on the Board of Directors  after
he or she has reached age 70. The Board of Directors may, however, by resolution
waive the mandatory  retirement  requirement with respect to an Outside Director
if the Board of Directors  determines  that such action is in the best interests
of the Corporation." As amended, Section 4.15 states: "Except as provided in the
following  sentence,  no  Outside  Director  shall  be  eligible  to  stand  for
re-election to a term on the Board of Directors  after he or she has reached age
72 and each  Outside  Director  is  required  to resign at age 72.  The Board of
Directors may, however, by resolution waive the mandatory retirement requirement
with respect to an Outside  Director if the Board of Directors  determines  that
such action is in the best interests of the Corporation."



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                         BOWATER INCOPORATED
                                            (Registrant)


Date:  November 17, 2004            By:  /s/ David G. Maffucci
                                        --------------------------------------
                                        Name: David G. Maffucci
                                        Title:Executive Vice President and CFO


<PAGE>


                                    EXHIBITS

     99.1 Modification of Employment  Agreement,  dated as of November 16, 2004,
          by and between Bowater Incorporated and Richard K. Hamilton





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>f041116exh99.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>




                                                           EXHIBIT 99.1



                      MODIFICATION OF EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is made and entered  into as of the 15th day of  November,
2004,  by and between  Bowater  Incorporated,  a Delaware  corporation  having a
mailing  address of 55 East Camperdown  Way, P. O. Box 1028,  Greenville,  South
Carolina 29602 (the  "Corporation"),  and Richard K. Hamilton,  442  Bellefounte
Road, NE, Cleveland, TN 37312 (the "Executive").

     WHEREAS,   the  Corporation  now  employs  the  Executive  pursuant  to  an
Employment Agreement dated as of August 1, 1997 (the "Employment Agreement") and
a Change in Control  Agreement  dated as of June 9, 2000 (the "Change in Control
Agreement"); and

     WHEREAS, the Executive and the Corporation wish to continue the Executive's
employment until a specified and agreed upon date,  whereupon the Executive will
terminate his employment with the Corporation and be entitled to receive certain
benefits under the Supplemental Benefit Plan for Designated Employees of Bowater
Incorporated and Affiliated Companies as Amended and Restated Effective February
26, 1999 (the "SERP") as further described below;

         NOW, THEREFORE, the parties hereto agree to the following:

     1. Change in Control.  The Change in Control Agreement is terminated and of
no further force or effect as of November 15, 2004.

     2.  Employment  Agreement.  The Employment  Agreement is hereby modified as
follows:

     (a)  Term. Section 2 of the Employment Agreement is amended in its entirety
          to read as follows:

          "2.  Term.  The term of this  Agreement will end on December 31, 2006,
               unless sooner terminated by the Executive's death,  disability or
               retirement,  except  that  Sections 6, 9, 10, 11, 13 and 14 shall
               continue in accordance with their terms."

     (b)  Position and Duties.  Section 3 of the Employment Agreement is amended
          by adding the following at the end thereof:

          "Throughout the term of the leave of absence described in Section
          8  ("leave  of  absence"),   the  Executive  will  have  the
          employment  status of an exempt  employee.  The Executive is
          relieved,  as of December 31,  2004,  of the  obligation  to
          devote his full  working time to the  performance  of duties
          under  this  Agreement,  but  shall,  during  the  leave  of
          absence,  be an employee of the Corporation  notwithstanding
          the Executive's leave of absence status.  During the term of
          this  Agreement and for a period of five (5) years after the
          Executive's retirement,  the Executive shall be available to
          provide  advisory,  consultative  and similar  services with
          respect to the Corporation's  business,  and such additional
          services as are described in Sections 6.02(a) and 6.02(c) of
          the SERP. In addition, during the term of this Agreement and
          such  additional  five-year  period,  the Executive shall be
          subject to the non-compete  obligations described in Section
          6.02(b) of the SERP as they pertain to  Abitibi-Consolidated
          Inc. it successors and assigns."

     (c)  Compensation  and Benefits.  Section 5 of the Employment  Agreement is
          amended in its entirety to read as follows:

          "5.  Compensation and Benefits.

           (a)  Base Salary.  The Corporation will pay to the Executive
                a base  salary  at the  annual  rate  of  $361,000,  in
                substantially   equal  monthly   installments   on  the
                Corporation's  regular pay dates,  through December 31,
                2006.  However, if the Executive elects to retire prior
                to January 1, 2007,  the monthly  installments  will be
                terminated  as of such  earlier  retirement  date.  All
                applicable taxes and other  authorized  deductions will
                be deducted from each paycheck.

           (b)  Incentive  Plans.  In  addition  to  base  salary,  the
                Executive  will  be  entitled,  upon  taking  leave  of
                absence status, to a severance bonus equal to two times
                the  amount of the annual  incentive  award paid to the
                Executive  in 2003 for calendar  year 2002  ($202,676).
                Such amount shall be paid in February 2006,  subject to
                all  applicable  withholding  requirements.  The  bonus
                payment  is in lieu of any  incentive  awards for which
                the Executive may be eligible  under the  Corporation's
                2005,  2006  or  2007  Annual   Incentive   Plans.  The
                Executive  will be eligible to receive  awards,  if any
                are paid, under the 2004 Annual Incentive Plan, and the
                2003-2005 and 2004-2006  Mid-Term Incentive Plans based
                upon  twenty-four (24) months and twelve (12) months of
                participation,  respectively.  Such awards,  if any are
                due,  will be paid at the time other plan  participants
                are paid. The Executive will not be eligible to receive
                an award under any mid-term  incentive plan  applicable
                to any period of time after  December 31,  2004,  other
                than as set forth above.

           (c)  Benefit  Plans.  From  and  after  December  31,  2004,
                through  December 31, 2006 (or any earlier  termination
                date),  the Executive shall not be entitled to coverage
                under the  Corporation's  disability or business travel
                accident  benefit plans but may continue to participate
                in the  Corporation's  various  other benefit plans and
                programs,  if eligible (subject to Sections 3, 4, 9 and
                10 in this  Modification of Employment  Agreement dated
                as of November 15, 2004 ("Modification")), provided all
                required  employee  contributions  are  paid.  From and
                after  December  31, 2006 (or any  earlier  termination
                date),   the  Executive  and  his  dependents  will  be
                eligible  to  continue  certain  benefit  coverages  as
                provided   under  the   Consolidated   Omnibus   Budget
                Reconciliation   Act   (COBRA).   The   value   of  the
                Executive's  "Book Account" (as that term is defined in
                the Corporation's Compensatory Benefits Plan) as of the
                termination of the  Executive's  leave of absence shall
                be paid to the  Executive  in a lump  sum  (subject  to
                applicable  deductions)  as soon as  practicable  after
                such termination.

           (d)  Vacation. The Executive shall be entitled to be paid on
                December  31,  2004  for  all  vacation  accrued  as of
                December  31,  2004.  The  Executive  shall not  accrue
                vacation from and after January 1, 2005.

           (e)  Perquisites.  The Executive shall no longer be entitled
                to executive  perquisites  as of December 31, 2004. All
                charitable  contributions made by the Executive through
                December   31,   2004,    shall   qualify   under   the
                Corporation's  Matching  Gifts to Education or Cultural
                Organizations. The Executive's charitable contributions
                shall not qualify for such programs  after December 31,
                2004."

           (f)  Lump  Sum.  The  Executive  shall  be paid  $25,000  on
                February 28, 2005, in lieu of outplacement  assistance.
                Such  amount   shall  be  subject  to  all   applicable
                withholding taxes.

     (d)  Noncompetition.  Section 7 of the Employment  Agreement
         shall  no  longer   apply  except  as  it  pertains  to
         Abitibi-Consolidated Inc., its successors and assigns.

     (e) Severance Pay. Section 8 of the Employment Agreement is
         amended in its entirety to read as follows:

        "8.  Leave  of  Absence.  The  Executive  shall be on a paid
        leave of absence from January 1, 2005, through December
        31, 2006 (or any earlier  retirement  date).  This paid
        leave of absence is in lieu of any severance pay and/or
        severance   bonus  the  Executive  would  otherwise  be
        entitled to. The  Executive's  entitlement to benefits,
        or  payments  under  the  Corporation's   health,  life
        insurance,    retirement,    stock    option,    equity
        participation  rights,  and savings (but not disability
        or  business  travel  accident   insurance)   programs,
        policies or arrangements shall not, except as otherwise
        required in this Modification, or by law, regulation or
        the  eligibility  terms of the applicable  program,  be
        affected by the Executive's leave of absence status and
        shall   continue  to  be  governed  by  the  applicable
        provisions of such programs as though the Executive had
        continued to render  services in the active  employment
        of the  Corporation  to the  end of the  term  of  this
        Agreement."

   (f)  Ratification.  In all other respects,  except as herein
        provided,  the Employment  Agreement is hereby ratified
        and confirmed.

3. Pension Benefits.

     (a)  The period of the leave of absence is intended  to be included  within
          the  definition  of "Years  of  Service"  in the SERP and of  "Benefit
          Service" in the Bowater  Incorporated  Retirement Plan (the "Qualified
          Plan") and the Bowater  Incorporated  Benefits  Equalization Plan (the
          "Equalization Plan") and compensation paid under Sections 5(a) and (b)
          of the  Employment  Agreement as amended  hereunder (not including any
          awards paid under the  Mid-Term  Incentive  Plan)  during the leave of
          absence  is  intended  to  be  included   within  the   definition  of
          "Compensation"  in the SERP, the Qualified  Plan and the  Equalization
          Plan.

     (b)  As of January 1, 2007 (or any earlier  retirement  date), and assuming
          the  Executive  survives  until  such  date  and is not  disabled  and
          further,  subject to the  Executive  signing and not later  revoking a
          Waiver and Release  Agreement as further  described in Section 10, and
          assuming a proper election is made, the Executive may retire and shall
          then be entitled  to a lump sum  payment of his SERP and  Equalization
          Plan  benefits  as of  such  date,  calculated  using  the  applicable
          interest  rate and the  mortality  table  set in  accordance  with the
          provisions  of the Plans.  Such payments will be made to the Executive
          as soon as practicable after his retirement date.

     (c)  The Corporation hereby waives the provisions of Section 6.02(b) of the
          SERP except as they apply to Abitibi Consolidated Inc., its successors
          and assigns.

4. Stock Options and EPRs; Stock Ownership and Trading Restrictions.

     (a)  From and after  December 31, 2004,  the Executive will not be eligible
          to receive any stock option,  restricted stock or equity participation
          right  ("EPR")  awards.  The leave of absence  will not  interrupt  or
          terminate  employment  for  purposes of  determining  the  Executive's
          continued  eligibility  to become vested in, or to exercise,  options,
          EPRs or restricted stock awards granted pursuant to the  Corporation's
          stock option and equity participation rights plans. In accordance with
          the applicable stock option and equity  participation  right plans and
          assuming the Executive elects retirement,  the expiration date for the
          Executive's stock option and equity  participation rights awards shall
          be the earlier of (i) five years after his  retirement  date,  or (ii)
          the original  expiration  date of the  applicable  stock option or EPR
          award.  In the event of the Executive's  death or disability  prior to
          such dates,  different expiration dates shall apply in accordance with
          the terms of the applicable plan or award agreement.

     (b)  From and after  January  1,  2005,  the  Executive  shall no longer be
          subject to the Corporation's stock ownership guidelines. The Executive
          shall still be subject to all applicable insider-trading  restrictions
          (both legal and administrative). Specifically, without limitation, the
          Executive shall be subject to the Bowater Incorporated Insider Trading
          Policy  Statement,  including the quarterly  blackout  provisions  and
          trade  pre-clearance  obligations,  so long as he is an officer of the
          Corporation. The general prohibition against trading the Corporation's
          securities if the  Executive is in possession of material  information
          not known to the public, as described in the policy  statement,  shall
          continue indefinitely.

5. Nondisclosure and Confidentiality Obligations.

     (a)  The Executive agrees not to take any actions or make any statements to
          the public, future employers, business associates, clients, customers,
          the media,  current,  former or future  employees,  or any other third
          party  whatsoever  that reflect  negatively  on the  Corporation,  its
          officers,  directors  or  employees,  and not to express any  opinions
          concerning  the  Corporation,  its  affiliates,  officers,  directors,
          shareholders,  employees,  products  and/or its operations  that shall
          reflect  negatively  upon same.  Further,  the Executive  confirms his
          agreement to comply with the provisions of Section 6 of the Employment
          Agreement and Section 6.02(d) of the SERP indefinitely.

     (b)  Upon service on the Executive,  or any one acting in his behalf, of an
          order or other  legal  process  requiring  him to divulge  information
          prohibited from disclosure hereunder or under the Employment Agreement
          or SERP, the Executive  shall  immediately  inform the  Corporation of
          such service and the nature of any testimony or information  sought to
          be provided pursuant to such order or process.

6. Office Equipment and Property of the Corporation. All property of the
Corporation such as documents,  files,  portable computers,  portable telephones
and credit  cards,  must be returned  to the  Corporation,  and all  outstanding
credit card balances  repaid,  by December 31, 2004. The Executive  shall submit
all business expense reimbursement requests no later than January 31, 2005.

7. Resignations. The Executive shall resign from all offices or positions
in which he  presently  serves  on behalf of the  Corporation  by no later  than
December 31, 2004, or earlier if requested by the Corporation.

8. Availability in Certain Circumstances. The Executive agrees to make
himself  reasonably  available to the Corporation in connection with any pending
or future  governmental  or regulatory  investigation,  civil or  administrative
proceeding or arbitration, subject to any privileges the Executive may have. The
Corporation  will reimburse the Executive for all reasonable  costs and expenses
incurred  by him in  connection  with  any  such  investigation,  proceeding  or
arbitration.

9. Death or Disability. If the Executive dies or becomes disabled within
the meaning of the Corporation's Long-Term Disability Plan prior to December 31,
2004, this Modification shall become null and void and be of no further force or
effect.  Specifically,  if such an  event  occurs  the  Executive  shall  not be
entitled  to any  compensation  (including  base  salary and  incentive  awards)
relating to any period after the date of death or  disability.  If the Executive
dies or becomes  disabled  after January 1, 2005, and assuming the Executive has
executed an effective Waiver and Release Agreement and the seven-day  revocation
period has passed,  any unpaid  compensation  due the Executive for base pay and
the severance bonus equivalent  payment shall be paid to the Executive's  estate
(in the event of death) or to the Executive (in the event of disability). If the
Executive dies at any time prior to the date his lump sum SERP and  Equalization
Plan payments become due and payable, his estate shall not have the right to the
lump-sum  payments,  but instead his surviving spouse and/or dependents shall be
entitled to the benefits described in Section 4.01 of the SERP. If the Executive
becomes  disabled  (as defined  under the  Corporation's  Qualified  Plan) after
January 1, 2005,  the  Executive  shall be entitled  to receive  the  disability
benefits provided under the Qualified Plan. Further, in the event of disability,
the payment of the  Executive's  lump sum SERP and  Equalization  Plan  benefits
shall be  deferred  until  the  earlier  of (i) age 65 or (ii)  the  Executive's
recovery from disability.

10. Effectiveness Contingent Upon Release. This Modification shall not be
effective  unless and until the  Executive  has  executed  a certain  Waiver and
Release  Agreement  (the "Release  Agreement") on or after December 31, 2004, in
the form attached as Exhibit I, and the seven-day revocation period provided for
therein has expired.  If the  Corporation  shall  believe in good faith that the
Executive has breached the terms of the Release  Agreement,  this  Modification,
the SERP or the Employment Agreement (specifically,  without limitation, Section
6) and the  Executive  fails to cure such breach  within  thirty (30) days after
notice of such breach is given to the Executive,  then, upon written notice from
the Corporation,  this Modification  shall immediately become null and void, and
be deemed  canceled  and the  Corporation  shall be entitled to recover from the
Executive all amounts previously paid to him hereunder (except $500).

11. Governing Law. This Modification shall be governed by the substantive
laws of the State of Delaware.

     IN WITNESS  WHEREOF,  the  Corporation and the Executive have executed this
Agreement as of the day and year first above written.

BOWATER INCORPORATED


By:        /s/ James T. Wright                 /s/ Richard K. Hamilton
       --------------------------           -----------------------------
Name:  James T. Wright                            Richard K. Hamilton
Title: Sr. Vice President-Human Resources   Date signed:      November 12, 2004
Date signed:   November 16, 2004


</TEXT>
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