BOWNE & CO., INC.
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As filed with the Securities and Exchange Commission on November 17, 2004
      Registration No. 033-48831
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2 to

Form S-8

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

Bowne & Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 		  13-2618477
(I.R.S. Employer
Identification Number)

345 Hudson Street

New York, New York 10014
(Address, Including Zip Code, of Registrant’s Principal Executive Office)

Bowne & Co., Inc. 1992 Stock Option Plan

(Bowne & Co., Inc. 1999 Incentive Compensation Plan)

(Full Title of the Plan)

Scott L. Spitzer, Esq.

Senior Vice President, General Counsel and Corporate Secretary
Bowne & Co., Inc.
345 Hudson Street
New York, New York 10014
(212) 924-5500
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Copy to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3909

    Pursuant to a registration statement (the “1992 Registration Statement”) on Form S-8 (File No. 033-48831), as amended, Bowne & Co., Inc. (“Bowne”) registered under the Securities Act of 1933, as amended, shares of Bowne Common Stock, issuable under the Bowne & Co., Inc. 1992 Stock Option Plan (the “1992 Plan”). As provided under the Bowne & Co., Inc. 1999 Incentive Compensation Plan (the “1999 Plan”) (Form S-8 (333-81639)), shares of Bowne stock remaining available under the 1992 Plan may be reserved and made available for delivery under the 1999 Plan.

    This Post-Effective Amendment No. 2 to the 1992 Registration Statement is being filed in connection with the transfer of the remaining 409,550 shares of Bowne Common Stock covered by the 1992 Registration Statement that either had not previously been issued or were not subject to outstanding awards, to the 1999 Plan, which shares are registered hereby.

 

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SIGNATURES
EXHIBIT INDEX
EX-24: POWER OF ATTORNEY

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, Bowne & Co., Inc. has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17th day of November, 2004.

         
  BOWNE & CO., INC.
 		  
  By:   /s/ PHILIP E. KUCERA    
    Philip E. Kucera   
    Chief Executive Officer and Director   
 

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 17th day of November, 2004.

     
Signature
   Title
/s/ *
Philip E. Kucera		   Chief Executive Officer and Director
/s/ *
David J. Shea		   Chief Operating Officer, President and Director
/s/ *
C. Cody Colquitt		   Senior Vice President and Chief Financial Officer
/s/ * .
Richard Bambach Jr.		   Chief Accounting Officer, Vice President and
Corporate Controller
/s/ *
Carl J. Crosetto		   Director
/s/ *
Douglas B. Fox		   Director
/s/ *
Gloria M. Portela		   Director
/s/ *
H. Marshall Schwarz		   Director
/s/ *
Wendell M. Smith		   Director
/s/ *
Lisa A. Stanley		   Director
/s/ *
Vincent Tese		   Director
/s/ *
Harry Wallaesa		   Director

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Signature
   Title
/s/ *
Richard R. West		   Director

    *By power of attorney filed herewith.
     
/s/ SCOTT L. SPITZER
   
Scott L. Spitzer
Attorney-in-fact
    

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EXHIBIT INDEX

     
Exhibit    
Number
   Description of Exhibit
24   Power of Attorney

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