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))

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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

                                    EXHIBITS

         99.1     Amendment to Retirement Plan for Outside Directors.