<SUBMISSION>
<ACCESSION-NUMBER>0000743368-05-000120
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20051216
<ITEMS>1.01
<FILING-DATE>20051221
<DATE-OF-FILING-DATE-CHANGE>20051221
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOWATER INC
<CIK>0000743368
<ASSIGNED-SIC>2621
<IRS-NUMBER>620721803
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-08712
<FILM-NUMBER>051278352
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>55 EAST CAMPERDOWN WAY
<STREET2>P O BOX 1028
<CITY>GREENVILLE
<STATE>SC
<ZIP>29601
<PHONE>8642717733
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>55 EAST CAMPERDOWN WAY
<STREET2>P O BOX 1028
<CITY>GREENVILLE
<STATE>SC
<ZIP>29602
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f0512168k1.txt
<DESCRIPTION>051216 8-K
<TEXT>
                                  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) December 16, 2005

                              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

     On December  16,  2005,  Bowater  amended its  Retirement  Plan for Outside
Directors.  This amendment specifies (1) that benefits shall be distributed in a
lump sum to  participants  who  retire  and (2) a  method  for  determining  the
interest rate for  calculating  the lump sum benefit.  A copy of the  amendment,
which  became  effective as of December 1, 2005,  is attached  hereto as Exhibit
99.1.

                                   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 INCORPORATED

                                       (Registrant)

Date:  December 20, 2005               By:    /s/ William G. Harvey
                                             ---------------------
                                       Name:    William G. Harvey
                                       Title:   Senior Vice President and
                                                Chief Financial Officer


<PAGE>
                                    EXHIBITS

         99.1     Amendment to Retirement Plan for Outside Directors.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>f051216exhibit99.txt
<DESCRIPTION>051216 8-K EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                                 Fifth Amendment
                                     to the
                              Bowater Incorporated
                      Retirement Plan for Outside Directors
                             As Amended and Restated
                                February 26, 1999

     WHEREAS, Bowater Incorporated,  a Delaware corporation (the "Corporation"),
established the Bowater Incorporated  Retirement Plan for Outside Directors (the
"Plan"); and

     WHEREAS,  the  Executive  Committee  of  the  Board  of  Directors  of  the
Corporation desires to amend the Plan;

     NOW, THEREFORE, effective December 1, 2005, the Plan shall be amended
as follows:

Section 4.05 shall be amended and restated as follows:

     "4.05 LUMP SUM OPTION:  During each December  beginning  with December 2002
     (the "Election Period"), a Participant may elect to receive any benefits to
     which he is entitled  under this Article 4 in a lump sum computed using the
     applicable  mortality  table  defined  in  Internal  Revenue  Code  Section
     417(e)(3)(A)(ii)(I)  and an  interest  rate to be the  same as  established
     under the  Supplemental  Benefit Plan for  Designated  Employees of Bowater
     Incorporated  and Affiliated  Companies  prior to the  commencement of each
     calendar year for the calendar year in which the distribution occurs ("Lump
     Sum Election").  A Lump Sum Election must be made on or before the December
     31st that is at least one full calendar year before the year of payment.  A
     Lump Sum Election,  once made,  cannot be revoked except during an Election
     Period.

     Notwithstanding the foregoing,  the benefits of any Participant who retires
     after  January  1,  2005  shall  be  distributed  in a lump  sum  upon  the
     Participant's  Retirement  and shall be  computed  in  accordance  with the
     foregoing provisions of this section 4.05."

     IN WITNESS WHEREOF, Bowater Incorporated has caused this Fifth Amendment to
be executed by a duly authorized member of the Executive  Committee of the Board
of Directors as of December 1, 2005.

                                   BOWATER INCORPORATED

                                   Executive Committee of the Board of Directors


                                   By:      /s/ Arnold M. Nemirow
                                            ---------------------
                                            Arnold M. Nemirow

</TEXT>
</DOCUMENT>
</SUBMISSION>
