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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/04/07  AbitibiBowater Inc                S-4/A                 17:579                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment #3 to Form S-4                            HTML  3,517K 
 2: EX-8.1      Opinion of Paul, Weiss, Rifkind, Wharton &          HTML     13K 
                          Garrison Llp                                           
 3: EX-8.2      Opinion of Davies Ward Phillips & Vineberg Llp      HTML     13K 
 4: EX-8.3      Opinion of Troutman Sanders Llp                     HTML     12K 
 5: EX-8.4      Opinion of Ogilvy Renault Llp                       HTML     13K 
 6: EX-23.1     Consent of Pricewaterhousecoopers Llp               HTML      7K 
 7: EX-23.2     Consent of Kpmg Llp                                 HTML      7K 
 8: EX-23.7     Consent of Kpmg Llp                                 HTML      7K 
 9: EX-99.1     Consent of Cibc World Markets                       HTML      8K 
10: EX-99.2     Consent of Credit Suisse                            HTML      9K 
11: EX-99.3     Consent of Goldman Sachs                            HTML     10K 
12: EX-99.4     Consent of Ubs                                      HTML      9K 
13: EX-99.5     Proxy Form of Abitibi                               HTML     30K 
14: EX-99.6     Proxy Card of Bowater                               HTML     37K 
15: EX-99.7     Trustee Voting Instruction Form of Bowater          HTML     35K 
16: EX-99.8     Proxy Form of Bowater Canada                        HTML     31K 
17: EX-99.10    Letter of Transmittal and Election Form             HTML     82K 

Table of Contents

As filed with the Securities and Exchange Commission on June 4, 2007

Registration No. 333-141428

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ABITIBIBOWATER INC.

(Exact name of Registrant as specified in its charter)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement and upon consummation of the combination described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

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PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED JUNE 4, 2007

The information in this preliminary joint proxy statement/prospectus/management information circular is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

[                    ], 2007

Dear Abitibi-Consolidated Inc. shareholders, Bowater Incorporated stockholders and holders of Bowater Canada Inc. exchangeable shares:

The Boards of Directors of Abitibi-Consolidated Inc. and Bowater Incorporated each have unanimously approved a combination of the two companies to form AbitibiBowater Inc., a Delaware corporation. We believe the combination will create a new leader in publication papers—an operationally and financially stronger company better able to meet changing customer needs, compete more effectively in an increasingly global market, adapt to lower demand for newsprint in North America and deliver increased value to its stockholders.

Upon completion of the combination, we estimate that former Abitibi shareholders will own approximately 48%, and former Bowater stockholders (including current holders of Bowater Canada exchangeable shares) will own approximately 52%, of the outstanding equity interests and voting rights of AbitibiBowater (directly or through the ownership of Bowater Canada exchangeable shares, which shares are substantially the economic equivalent of AbitibiBowater common stock), and we anticipate that approximately [            ] shares of AbitibiBowater common stock will be issued to former Abitibi shareholders (or reserved for issuance to former Abitibi shareholders who receive Bowater Canada exchangeable shares) and approximately [            ] shares of AbitibiBowater common stock will be issued to former Bowater stockholders (or reserved for issuance to holders of Bowater Canada exchangeable shares) in the combination. AbitibiBowater intends to apply to list its common stock on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “ABH” and expects that the Bowater Canada exchangeable shares will remain listed on the Toronto Stock Exchange under the new symbol “AXB.”

Abitibi and Bowater will each hold a meeting of their shareholders to consider and vote on proposals related to the combination. Holders of Bowater Canada exchangeable shares have voting rights that are substantially equivalent to those of Bowater common stockholders, including the right to attend and vote on the proposals related to the combination at Bowater’s meeting of stockholders. Enclosed are materials containing important information about the combination of Abitibi and Bowater and why we believe the combination is in the best interests of both companies. Because the completion of the combination requires approval both of the Abitibi shareholders and of the Bowater stockholders voting with the holders of Bowater Canada exchangeable shares, YOUR VOTE IS IMPORTANT. We urge you to read the enclosed materials carefully and to promptly vote by following the instructions shown on the appropriate enclosed proxy or voting instruction form.

For a discussion of risk factors that you should consider in evaluating the combination, see the section entitled “ Risk Factors,” beginning on page 38 of this document.

We urge you to vote FOR the proposals related to the combination by promptly submitting your proxy or voting instruction form—by signing, dating and returning the appropriate enclosed proxy or voting instruction form in the postage-paid envelope provided, or alternatively, voting by telephone or via the Internet as described in the instructions included on your proxy or voting instruction form. Returning the proxy or voting instruction form does not deprive you of your right to attend the appropriate meeting where the combination will be considered and to vote your shares in person. Thank you for your consideration of this matter and your continued support.

WE ENTHUSIASTICALLY SUPPORT THIS COMBINATION OF OUR COMPANIES AND JOIN WITH OUR BOARDS OF DIRECTORS IN RECOMMENDING THAT YOU VOTE FOR THE PROPOSALS RELATED TO THE COMBINATION.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the combination or the other transactions described in this joint proxy statement/prospectus/management information circular or the securities to be issued in connection with the combination, or determined if this joint proxy statement/prospectus/management information circular is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus/management information circular is dated [            ], 2007 and is first being sent to Abitibi shareholders, Bowater stockholders and holders of Bowater Canada exchangeable shares on or about [                    ], 2007.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [                    ], 2007

To the Shareholders of Abitibi-Consolidated Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Abitibi-Consolidated Inc. will be held on [            ], 2007, at [            ] (local time), at [            ], for the following purposes:

The arrangement is described in the document accompanying this notice, which serves as (i) a management information circular in connection with Abitibi’s solicitation of proxies for the Special Meeting, (ii) a prospectus in connection with the issuance of shares of AbitibiBowater common stock, (iii) a proxy statement in connection with Bowater’s solicitation of proxies for an Annual Meeting being held by it and (iv) a management information circular in connection with Bowater Canada Inc.’s solicitation of proxies for a Special Meeting being held by it. Abitibi’s notice of application for the interim order and for a final order approving the arrangement and the full text of the interim order are set forth as Annex D to the document accompanying this notice.

The record date for receiving notice of, and voting securities at, the Special Meeting is [            ], 2007. If you were a registered shareholder of Abitibi at the close of business on the record date, you are entitled to vote at the Special Meeting. If you are a non-registered holder of Abitibi common shares, please read the instructions from your broker or other nominee regarding how to vote your Abitibi common shares.

Your vote is important. If you are a registered shareholder of Abitibi, whether or not you plan to attend the Special Meeting in person, you are urged to complete, sign, date and return the appropriate enclosed proxy form. If you hold your Abitibi common shares through a broker, investment dealer, bank, trust company or other nominee, please complete a broker voting instruction form to indicate how you would like to vote on the arrangement or contact your broker or other nominee for further instructions. Shareholders of Abitibi may vote on the arrangement by telephone or via the Internet as described in the instructions included on your proxy or broker voting instruction form, or by attending the Special Meeting in person.

Pursuant to the interim order referred to above, the registered shareholders of Abitibi have the right to dissent in respect of the arrangement and to be paid the fair value of their shares, subject to certain conditions. These rights are described in the document accompanying this notice. Failure to comply strictly with the applicable dissent procedures may result in the loss or unavailability of any right to dissent.

FOR MORE INFORMATION ABOUT VOTING PROCEDURES AND ABOUT THE COMBINATION AND PLAN OF ARRANGEMENT DESCRIBED ABOVE, PLEASE REVIEW THE ACCOMPANYING DOCUMENT AND THE COMBINATION AGREEMENT ATTACHED TO IT AS ANNEX C AND THE PLAN OF ARRANGEMENT ATTACHED TO IT AS ANNEX E.

THE ABITIBI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE SPECIAL RESOLUTION APPROVING THE PLAN OF ARRANGEMENT AND THE COMBINATION AGREEMENT.

[                    ], 2007

Montreal, Quebec

Canada

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [            ], 2007

To the Stockholders of Bowater Incorporated and the Holders of Bowater Canada Inc. Exchangeable Shares:

We cordially invite you to attend the Annual Meeting of the Stockholders of Bowater Incorporated on [            ], 2007, at [            ] (local time), at [            ]. At the Annual Meeting you will consider and vote on the following proposals:

This document is being provided to holders of Bowater common stock and holders of Bowater Canada exchangeable shares who were holders of record on [            ], 2007, the record date for the Annual Meeting. Holders of both Bowater common stock and Bowater Canada exchangeable shares on the record date are entitled to vote at the Annual Meeting. A list of such holders is available, upon request, from [            ] through [            ], 2007 from Bowater’s Legal Department and at the Annual Meeting.

Your vote is very important. If you are a holder of record of Bowater common stock, please submit your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. To do so, you may complete and return the enclosed proxy card or you may submit your proxy by telephone or over the Internet. If you are a holder of record of Bowater common stock, you also may cast your vote in person at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank or through another nominee, you must instruct your broker or other nominee on how to vote your shares. Whether or not you plan to attend the Annual Meeting, please sign, date and return the enclosed proxy card in the envelope provided in order to make sure that your shares will be represented at the Annual Meeting.

Holders of Bowater Canada exchangeable shares also have the opportunity to vote on the combination, the election of Bowater’s directors and the appointment of its auditors at the Annual Meeting by giving instructions to Computershare Trust Company of Canada as trustee under a voting and exchange trust agreement. Under this agreement, each holder of Bowater Canada exchangeable shares is entitled to instruct the trustee how to vote on such matters at the Annual Meeting. To instruct the trustee as to how you wish to exercise your voting rights, you must complete, sign, date and return the enclosed trustee voting instruction form. Alternatively, you may instruct the trustee to give you or your designee a proxy to personally exercise the voting rights attached to your Bowater Canada exchangeable shares and attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, please sign, date and return the enclosed trustee voting instruction form in the envelope provided in order to make sure that your Bowater Canada exchangeable shares will be represented at the Annual Meeting.

FOR MORE INFORMATION ABOUT VOTING PROCEDURES AND ABOUT THE COMBINATION AND THE MERGER DESCRIBED ABOVE, PLEASE REVIEW THE ACCOMPANYING DOCUMENT AND THE COMBINATION AGREEMENT ATTACHED TO IT AS ANNEX C.

THE BOWATER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND ADOPTION OF THE COMBINATION AGREEMENT AND THE MERGER. IN ADDITION, THE BOWATER BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTOR NOMINEES OF BOWATER LISTED IN THIS DOCUMENT AND FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS BOWATER’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2007.

[                    ], 2007

Greenville, South Carolina

United States of America

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BOWATER CANADA INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [                    ], 2007

To the Holders of Bowater Canada Inc. Exchangeable Shares:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Bowater Canada Inc. will be held on [            ], 2007, at [            ] (local time), at [            ], for the following purposes:

The Bowater Canada articles of amendment are described in the document accompanying this notice, which serves as (i) a management information circular in connection with Abitibi’s solicitation of proxies for a Special Meeting being held by it, (ii) a prospectus in connection with the issuance of shares of AbitibiBowater common stock, (iii) a proxy statement in connection with Bowater’s solicitation of proxies for an Annual Meeting being held by it and (iv) a management information circular in connection with Bowater Canada’s solicitation of proxies for the Special Meeting. The Bowater Canada articles of amendment are set forth as Annex F to the document accompanying this notice.

The record date for receiving notice of, and voting securities at, the Special Meeting is [            ], 2007. If you were a registered holder of Bowater Canada exchangeable shares at the close of business on the record date, you are entitled to vote at the Special Meeting. If you are a non-registered holder of Bowater Canada exchangeable shares, please read the instructions from your broker or other nominee regarding how to vote your Bowater Canada exchangeable shares.

Although in most circumstances the Bowater Canada exchangeable shares do not carry the right to vote at Bowater Canada shareholder meetings, holders of Bowater Canada exchangeable shares are entitled to vote at the Special Meeting because the proposed Bowater Canada articles of amendment will effect certain changes to the rights, privileges, restrictions and conditions attaching to the Bowater Canada exchangeable shares.

Your vote is important. If you are a registered holder of Bowater Canada exchangeable shares, whether or not you plan to attend the Special Meeting in person, you are urged to complete, sign, date and return the appropriate enclosed proxy form. If you hold your Bowater Canada exchangeable shares through a broker, investment dealer, bank, trust company or other nominee, please complete a broker voting instruction form to indicate how you would like to vote in respect of the Bowater Canada articles of amendment or contact your broker or other nominee for further instructions. Holders of Bowater Canada exchangeable shares may vote on the Bowater Canada articles of amendment by telephone or via the Internet as described in the instructions included on your proxy or broker voting instruction form, or by attending the Special Meeting in person.

Pursuant to the Canada Business Corporations Act, or the CBCA, registered holders of Bowater Canada exchangeable shares have the right to dissent in respect of the special resolution being considered at the Special Meeting and to be paid the fair value of their shares, subject to certain conditions. These rights are described in the document accompanying this notice. Failure to comply strictly with the requirements set forth in the CBCA may result in the loss or unavailability of any right to dissent.

FOR MORE INFORMATION ABOUT VOTING PROCEDURES AND ABOUT THE BOWATER CANADA ARTICLES OF AMENDMENT AND THE COMBINATION DESCRIBED ABOVE, PLEASE REVIEW THE ACCOMPANYING DOCUMENT AND THE COMBINATION AGREEMENT ATTACHED TO IT AS ANNEX C AND THE BOWATER CANADA ARTICLES OF AMENDMENT ATTACHED TO IT AS ANNEX F.

THE BOWATER CANADA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE SPECIAL RESOLUTION APPROVING THE BOWATER CANADA ARTICLES OF AMENDMENT.

[                    ], 2007

Montreal, Quebec

Canada

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IF YOU ARE A HOLDER OF BOWATER CANADA EXCHANGEABLE SHARES AND YOU ARE IN FAVOR OF THE BOWATER CANADA ARTICLES OF AMENDMENT, YOU SHOULD:

Ensure that your shares can be voted at the Bowater Canada Meeting by submitting your proxy form or broker voting instruction form or contacting your broker or other nominee.

 

•

If your Bowater Canada exchangeable shares are registered in the name of your broker or other nominee: contact your broker or other nominee in order to obtain directions as to how to ensure that your shares are voted FOR the adoption of the special resolution approving the Bowater Canada articles of amendment and to receive a broker voting instruction form.

 

•

If your Bowater Canada exchangeable shares are registered in your name: submit your proxy form on or prior to [            ], 2007 by telephone, via the Internet or by signing, dating and returning the enclosed YELLOW proxy form in the envelope provided (which must be received on or prior to [            ], 2007), so that your shares can be voted FOR the adoption of the special resolution approving the Bowater Canada articles of amendment (instructions regarding telephone and Internet voting are included on the proxy form).

 

THE PROXY SOLICITOR FOR THE COMBINATION IN CANADA AND OTHER COUNTRIES OUTSIDE THE UNITED STATES IS:		THE PROXY SOLICITOR FOR THE COMBINATION IN THE UNITED STATES IS:
Kingsdale Shareholder Services Inc. The Exchange Tower 130 King Street West Suite 2950, P.O. Box 361 Toronto, Ontario Canada M5X 1E2		Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 United States of America
Any questions and requests for assistance by Abitibi shareholders, Bowater stockholders or holders of Bowater Canada exchangeable shares resident in Canada or other countries outside the U.S. should be directed to Kingsdale Shareholder Services Inc. at the telephone numbers set out below:		Any questions and requests for assistance by Abitibi shareholders, Bowater stockholders or holders of Bowater Canada exchangeable shares resident in the U.S. should be directed to Innisfree M&A Incorporated at the telephone numbers set out below:
Canada Toll Free Telephone:   (866) 639-7993 (English/French)     Banks and Brokers Call Collect: (416) 867-2272		United States Toll Free Telephone:   (877) 825-8730 (English) (877) 825-8777 (French)   Banks and Brokers Call Collect: (212) 750-5833

Holders of Bowater Canada exchangeable shares may also contact Computershare Trust Company of Canada, Bowater Canada’s transfer agent and registrar, at (800) 564-6253 or (514) 982-7555.

 

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ABOUT THIS

JOINT PROXY STATEMENT/PROSPECTUS/MANAGEMENT INFORMATION CIRCULAR

This document, which forms part of a registration statement on Form S-4 filed by AbitibiBowater Inc., which we refer to as “AbitibiBowater,” with the Securities and Exchange Commission, which we refer to as the “SEC,” constitutes (i) a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” and the rules thereunder with respect to the Annual Meeting of Stockholders of Bowater Incorporated, which we refer to as “Bowater,” and a notice of meeting with respect to the Annual Meeting of Stockholders of Bowater, (ii) a prospectus of AbitibiBowater in connection with the issuance of shares of AbitibiBowater in the combination, (iii) a management information circular and notice of meeting with respect to the Special Meeting of Shareholders of Abitibi-Consolidated Inc., which we refer to as “Abitibi,” and (iv) a management information circular and notice of meeting with respect to the Special Meeting of Shareholders of Bowater Canada Inc., which we refer to as “Bowater Canada.”

For ease of reference, when we refer to this “document,” we mean the joint proxy statement/prospectus/management information circular described above.

This document and the accompanying proxy and voting instruction forms will first be mailed to shareholders of Abitibi, stockholders of Bowater and holders of Bowater Canada exchangeable shares on or about [            ], 2007 and is dated [            ], 2007. You should not assume that the information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to Abitibi shareholders, Bowater stockholders or holders of Bowater Canada exchangeable shares, nor the issuance of AbitibiBowater common stock or Bowater Canada exchangeable shares in the combination, creates any implication to the contrary.

The information concerning Abitibi and Bowater after the completion of the combination of the two companies and the information used to derive the pro forma financial information have been provided jointly by Abitibi and Bowater. The information concerning Abitibi contained or incorporated by reference in this document, including the attached schedules and annexes, has been provided by Abitibi. The information concerning Bowater and Bowater Canada contained or incorporated by reference in this document, including the attached schedules and annexes, has been provided by Bowater and Bowater Canada, respectively.

You should rely only on the information contained or incorporated by reference in this document. We have not authorized anyone to provide you with information that is different from what is contained in this document. Therefore, if anyone does give you other information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you.

i

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THIS DOCUMENT

INCORPORATES ADDITIONAL INFORMATION

This document incorporates by reference important business and financial information about Abitibi and Bowater from other documents that are not included in or delivered with this document. See “Where You Can Find Additional Information.” This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document by requesting them in writing or by telephone or over the Internet from the appropriate company at the following addresses:

OR

IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY [            ], 2007, IN ORDER TO RECEIVE THEM BEFORE THE ABITIBI, BOWATER AND BOWATER CANADA MEETINGS.

Abitibi, Bowater and Bowater Canada file reports, proxy statements and other information concerning Abitibi and Bowater with the securities regulatory authorities in Canada, which are available on the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators at http://www.sedar.com.

In addition, the SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including Abitibi and Bowater.

If you are an Abitibi shareholder, a Bowater stockholder or a holder of Bowater Canada exchangeable shares, we may have sent you some of the documents incorporated by reference, but you can also obtain any of them from Abitibi or Bowater, the SEC or the SEC’s website in the case of Abitibi and Bowater, or SEDAR in the case of Abitibi, Bowater and Bowater Canada, as described above.

Documents incorporated by reference are available from Abitibi or Bowater without charge, excluding all exhibits to such documents, except that, if Abitibi or Bowater have specifically incorporated by reference an exhibit in this document, the exhibit will also be provided without charge.

ii

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