SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant /X/
Filed by a party other than the registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

BOWNE & CO., INC.
(Name of Registrant as Specified in Its Charter)

BOWNE & CO., INC.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transactions applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

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(4) Proposed maximum aggregate value of transaction:

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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
2

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TO ASSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

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(LOGO)

BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014

(212) 924-5500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 1995 Annual Meeting of Stockholders of BOWNE & CO., INC. will be held
at the offices of the American Stock Exchange, 13th Floor, 86 Trinity Place, New
York, New York, on Thursday, March 23, 1995, beginning at 11:00 A.M. local time,
for the following purposes:

1. To elect two nominees to serve as Class II directors of the
Company for three-year terms and until their respective successors shall be
elected and shall qualify;

2. To ratify the appointment of auditors of the Company for the
fiscal year ending October 31, 1995; and

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February 1, 1995,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

DOUGLAS F. BAUER
Corporate Secretary

New York, New York
February 3, 1995
3

(LOGO)

BOWNE & CO., INC.
345 Hudson Street
New York, New York 10014

(212) 924-5500

PROXY STATEMENT

This Proxy Statement is furnished to the stockholders of BOWNE & CO., INC.
(the "Company") in connection with the solicitation of proxies for use at the
1995 Annual Meeting of Stockholders, which is to be held at the offices of the
American Stock Exchange, 13th Floor, 86 Trinity Place, New York, New York, on
March 23, 1995, beginning at 11:00 A.M. local time, and at any adjournment
thereof.

Proxies delivered pursuant to this solicitation are revocable at the option
of the persons executing the same, prior to their exercise, by attendance and
voting at the Annual Meeting or by written notice delivered to the Corporate
Secretary of the Company prior to the meeting, and are solicited by and on
behalf of the Board of Directors of the Company. Unless previously revoked, all
proxies representing shares entitled to vote which are delivered pursuant to
this solicitation will be voted at the meeting by the named attorneys-in-fact
and agents, to the extent authorized, in accordance with the directions
contained therein. If no such directions are given, the shares represented by
such proxies will be voted in favor of the election of directors, the
ratification of the appointment of auditors, and in accordance with the
discretion of the named attorneys-in-fact and agents on other matters that may
properly come before the meeting.

The cost of this solicitation will be borne by the Company. Proxies may be
solicited by personal interview, telephone and telegraph, as well as by use of
the mails. Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting material to their principals
and to obtain authorization for the execution of proxies, and will be reimbursed
for their reasonable out-of-pocket expenses incurred in that connection.
Employees of the Company participating in the solicitation of proxies will not
receive any additional remuneration for such participation.

On February 1, 1995, the record date for the Annual Meeting, the Company
had outstanding 17,379,853 shares of its Common Stock, Par Value $.01 Per Share
(the "Common Stock"), and there were no outstanding shares of any other class of
stock. Each holder of the Common Stock is entitled to one vote for each share of
such stock held by him. Only stockholders of record at the close of business on
February 1, 1995, will be entitled to vote at the Annual Meeting. A majority of
the outstanding shares, whether present in person or by proxy, is required to
constitute a quorum to transact business at the meeting. The abstention of a
stockholder on any issue submitted to a vote and a proxy given by a broker who
fails or is not authorized to vote on that issue will both be counted in
determining the presence of a quorum but not in tabulating the vote on that
issue, and thus neither will have an effect on the outcome of the vote. Votes
will be tabulated by The Bank of New York.

The Company intends to cause this Proxy Statement to be mailed to its
stockholders of record beginning on or about February 3, 1995.

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Principal Stockholders of the Company

As of the record date for the Annual Meeting, the following named
individuals owned beneficially the numbers of shares and the percentages of the
outstanding Common Stock of the Company shown respectively below. The inclusion
here of shares owned directly or indirectly by family members or trusts for
their benefit is not an admission of beneficial ownership.

PRINCIPAL STOCKHOLDERS

Number Percent of
Name of Shares Outstanding
-------------- ------------ -------------

Thomas O. Stanley...................................................... 1,829,234 10.5%
Edmund A. Stanley, Jr.................................................. 1,000,000 5.8%

Thomas O. Stanley is currently a director of the Company and a nominee for
reelection at the meeting; interested persons may write to him in care of the
Corporate Secretary of the Company at 345 Hudson Street, New York, New York
10014. The address of Edmund A. Stanley, Jr., who is the brother of Thomas O.
Stanley but no longer an affiliate of the Company since his retirement from the
Board, is "Maplehurst," 221 South Street, Oxford, Maryland 21654.

In addition, the Company has learned that two investment fund managers have
reported pursuant to the Securities Exchange Act of 1934 that each of them held
more than 5% of the Company's outstanding Common Stock during 1994. One of
these, FMR Corp. with offices at 82 Devonshire Street, Boston, Massachusetts
02109, has reported that a group of related investment funds which includes the
Fidelity Magellan Fund and the Fidelity Balanced Fund held an aggregate of
1,246,000 shares of the Common Stock and that the group shared the voting power
as to all but 6,300 of those shares with their beneficial owners. These holdings
represented 7.2% of the Company's shares outstanding on the record date.

The other investment fund manager which has filed such a report is C.S.
McKee & Co., Inc., with offices at 1 Gateway Center, Pittsburgh, Pennsylvania
15222. The latter firm has indicated that funds which it manages, including
several pension funds for public employees in the State of Pennsylvania, held an
aggregate of 1,206,700 shares of the Common Stock, of which all but
approximately 241,000 shares were held with shared voting power. These holdings
represented 6.9% of the Company's shares outstanding on the record date.

The Company believes that the holdings reported by FMR Corp. and by C.S.
McKee & Co., Inc. were acquired in the ordinary course of their respective
investment management businesses for the accounts of numerous beneficial owners.

The Company knows of no other person who may be deemed to own beneficially
more than 5% of the outstanding Common Stock.

Election of Directors

Action will be taken at the Annual Meeting for the election of two nominees
to be Class II directors, each to serve for a three-year term and until his
successor is duly elected and qualifies. The Board of Directors recommends a
vote in favor of each of its two nominees: Robert M. Conway and Thomas O.
Stanley. The election will be determined as to each nominee by a plurality of
the votes duly cast by stockholders entitled to vote at the Annual Meeting.

Indicated in the table below are the principal occupations for the last
five years of the two nominees in Class II and of the other seven incumbent
directors, one of whom will retire prior to the

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Annual Meeting. Their beneficial ownership of the outstanding Common Stock of
the Company as of the record date for the Annual Meeting is also shown in the
table.

THE BOARD OF DIRECTORS

Director Shares of
of the Common Stock
Company Beneficially
Name(1) Principal Occupation and Directorships Age Since Owned(2)
- --------------------------------- ---------------------------------------- ---- ---------- --------------

NOMINEES FOR ELECTION AS CLASS II DIRECTORS, WHOSE TERMS WILL EXPIRE IN 1998:

Robert M. Conway(3).......... Limited Partner, Goldman, Sachs & Co. 50 1994

Thomas O. Stanley(4)......... Retired; formerly Staff Vice President, 67 1968 1,829,234(5)
Research Programs, RCA Laboratories

Class III directors, whose terms will expire in 1996:

Edward H. Meyer.............. Chairman of the Board and President, 68 1983 2,400
Grey Advertising Inc.; also director of
The May Department Stores Company,
Harman International Industries, Inc.,
Ethan Allen Interiors Inc. and several
mutual funds advised by Merrill Lynch
Asset Management, Inc. or its
affiliates

H. Marshall Schwarz.......... Chairman of the Board and Chief 58 1986 400
Executive Officer, U.S. Trust
Corporation; also director of Atlantic
Mutual Companies

Wendell M. Smith............. Chairman of the Board, President and 59 1992 100
Chief Executive Officer, Baldwin
Technology Company, Inc.; also
director of American Maize Products
Corporation

Class I directors, whose terms will expire in 1997:

Richard H. Koontz............ Chairman of the Board, President and 54 1984 130,155(6)
Chief Executive Officer of the Company

Beverley B. Wadsworth........ Director, Amsterdam Nursing Home Corpo- 54 1990 3,000
ration; formerly Chairman of the Board
and President, Continental Guaranty &
Credit Corporation; also director of
Cass County Iron Company

Richard R. West.............. Professor of Finance, New York 56 1994 2,000
University; formerly also Dean of the
School of Business, New York
University; also director of Smith
Corona Corporation, Alexander's Inc.,
Vornado Realty Trust, RE Capital
Corporation and several mutual funds
advised by Merrill Lynch Asset Manage-
ment, Inc. or its affiliates

Class II director who will retire before the Annual Meeting:

John R. Haire(7)............. Chairman of the Committee of Independent 69 1979 2,520
Directors, Dean Witter Group of
Investment Companies; also director of
Washington National Corporation,
Anchor Corporation and several
investment companies managed by Dean
Witter Reynolds, Inc. or its
affiliates

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6

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(1) See "Certain Committees of the Board" for memberships on committees.
(2) The only director or nominee who owns in excess of 1% of the outstanding
Common Stock is Mr. Stanley (10.5%).
(3) Mr. Conway was elected by the Board to fill the vacancy created by the
retirement of Edmund A. Stanley, Jr. from the Board as of July 9, 1994.
(4) The Company's by-laws provide that no director may continue to serve on the
Board of Directors, and no other person may be nominated or elected to the
Board, after he or she has attained the age of seventy. In view of this
provision, Mr. Stanley has advised the Company that, if elected, he intends
to step down from the Board on or before May 15, 1997, and will not
therefore serve out the entire term for which he has been nominated. A
vacant seat on the Board may be filled by a candidate elected by the
remaining directors to serve until the next following Annual Meeting of
Stockholders.
(5) Includes 318,230 shares held by Mr. Stanley's spouse, as to which shares he
disclaims beneficial ownership.
(6) Includes options to purchase 65,075 shares which are currently exercisable
by Mr. Koontz under the Company's Stock Option Plans or will become
exercisable within sixty days after the record date of the Annual Meeting,
but excludes shares held by the Employees' Stock Purchase Plan (referred to
below in notes to the "Summary Compensation Table" and the table entitled
"Security Ownership of Management"), of which he is a trustee.
(7) Pursuant to the by-law provision mentioned above in Note 4, Mr. Haire has
advised the Company that he intends to retire from the Board on or before
February 11, 1995. Therefore, he will not be an incumbent director on the
date of the Annual Meeting.

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Certain Committees of the Board

The Board of Directors has four standing committees, the functions and
present membership of which are described below.

The Executive Committee has much of the authority of the Board of Directors
other than for fundamental corporate changes or actions which require the vote
of the full Board according to New York State law or the Company's by-laws. The
members are Mr. Stanley (Chairman), Mr. Haire (retiring) and Messrs. Koontz,
Meyer and Schwarz.

The Audit Committee selects independent public accountants to serve as the
Company's auditors, reviews with the chief financial officer of the Company and
the auditors the scope and results of their audit, the fees charged and the
other activities performed by the auditors for the Company, reviews internal
controls and inquires into special accounting and related matters. The members
are Ms. Wadsworth (Chairman) and Messrs. Conway, Smith and West.

The Finance Committee reviews the investment portfolio and financial
reports of the Company, approves its investment policies and the allocation of
assets to various investment programs of the Company, and reviews the investment
performance of the fund managers of the respective trusts for the Company's
Pension Plan, Profit-Sharing Plan and Employees' Stock Purchase Plan. The
members are Mr. Stanley (Chairman) and Messrs. Conway, Meyer and West.

The Compensation and Nominating Committee reviews and approves salaries and
benefits for the executive officers of the Company and the chief operating
officer of each subsidiary, as well as significant changes in retirement and
other employee benefit plans, prior to submission to the Board of Directors for
approval. The Committee also considers and recommends for Board approval
candidates for the Board of Directors who have been suggested by management, by
other members of the Board or by stockholders and other interested parties.
Stockholders may suggest Board candidates by writing to the Chairman of the
Committee, in care of the Corporate Secretary of the Company. The members of the
Committee are Mr. Schwarz (Chairman), Mr. Haire (retiring), Mr. Smith and Ms.
Wadsworth.

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7

Meetings, Attendance and Fees

During the Company's fiscal year ended October 31, 1994, the full Board of
Directors held five meetings. The Audit and Finance Committees each met twice,
and the Compensation and Nominating Committee met four times. The Executive
Committee did not meet but took action four times during the year with
resolutions unanimously adopted by the written consent of its members. The only
members of the Board who attended fewer than 75% of the aggregate number of
meetings of the Board and the committees on which they respectively served were
Mr. Conway, who was unable to attend any of three meetings that had been
scheduled prior to his election to the Board; Mr. Haire, who was unable to
attend three of nine meetings which he was eligible to attend; and Mr. Meyer,
who was unable to attend four of nine meetings he was eligible to attend.

Directors not employed by the Company were paid an annual retainer of
$13,500 during 1994, plus a fee of $750 for each Board meeting attended. The
annual fee for members of the Executive Committee not employed by the Company
was $1,000. Those directors who served on the Audit, Finance, and Compensation
and Nominating Committees were paid a fee of $750 for each committee meeting
attended, and the chairman of each such committee a fee of $1,250 for each
meeting at which he or she presided. All directors were offered reimbursement
for travel expenses, if any, incurred in connection with Board and committee
meetings attended.

The Company also has a retirement plan for non-management members of the
Board who are not entitled to benefits under the Company's Pension Plan for
employees. Under this plan, the amount of the retirement benefit will be five
times the aggregate of annual retainer payments made by the Company to an
eligible director during his or her last twelve months of Board service, subject
to certain vesting rules. The director will be eligible to receive this benefit
in five annual installments after he or she either reaches the age of sixty or
retires from the Board, whichever occurs later. There are also provisions for
distribution of the unpaid benefit in the event of a director's death or a
change of corporate control.

Compensation Committee Interlock and Insider Participation

During the 1994 fiscal year, only two persons served on the Compensation
and Nominating Committee in addition to the directors identified above as the
current members of that Committee. They were Mr. Meyer, who stepped down as
chairman of the Committee as of June 23, 1994 pursuant to the Company's
guidelines for the routine rotation of committee memberships, and Edmund A.
Stanley, Jr., who reached mandatory retirement from the Board and its committees
with his seventieth birthday on July 9, 1994. No member of the Compensation and
Nominating Committee was an officer or employee of the Company or any of its
subsidiaries during the year, although Edmund A. Stanley, Jr. had been President
of the Company prior to his retirement from that office in 1974. Except for one
charitable foundation which is exempt from tax under Section 501(c)(3) of the
Internal Revenue Code of 1986 and which is affiliated with the Company, none of
the executive officers of the Company has served on the board of directors or on
the compensation committee of any other entity, any officer of which served
either on the Board of Directors or on the Compensation and Nominating Committee
of the Company.

Executive Compensation

The following table summarizes the aggregate cash compensation, including
incentive compensation, paid by the Company to the Chief Executive Officer and
to each of the other four most highly compensated executive officers of the
Company during the last three fiscal years:

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SUMMARY COMPENSATION TABLE

Long-Term
Compensation:
Annual Compensation Shares
Name and -------------------- Underlying All Other
Principal Position Year Salary Bonus Options Compensation(*)
- --------------------------------------- ----- -------- -------- ------------ ------------

Richard H. Koontz...................... 1994 $340,000 $360,000 15,000 $112,160
President 1993 325,000 450,000 20,000 143,439
and CEO 1992 310,000 350,000 20,226 112,190

James P. O'Neil........................ 1994 160,000 100,000 6,000 28,631
Vice President, 1993 150,000 140,000 7,500 38,754
Finance 1992 140,000 100,000 5,000 30,768

Brendan Keating........................ 1994 150,000 70,000 6,000 22,695
Vice President 1993 140,000 120,000 6,000 32,946
1992 135,000 85,000 15,000 26,729

Allen D. Marold........................ 1994 135,000 75,000 5,000 21,690
Vice President, Human 1993 130,000 115,000 5,000 30,056
Resources and Administration 1992 125,000 90,000 4,000 25,978

Thomas J. Vos.......................... 1994 130,000 65,000 5,000 20,184
Vice President, 1993 130,000 105,000 5,000 28,030
Marketing 1992 130,000 80,000 9,000 25,827

- ---------------

(*) The amounts listed in this column represent the total of the Company's
contributions under its Profit-Sharing Plan and under its Employees' Stock
Purchase Plan, as well as certain payments made under a supplemental
arrangement related to the former. The Profit-Sharing Plan is a defined
contribution plan meeting regulatory requirements, under which contributions
are determined annually by the boards of directors of participating
subsidiaries, subject to limitations imposed by Internal Revenue Service
regulations. The Employees' Stock Purchase Plan, also a defined contribution
plan meeting regulatory requirements, permits employees of participating
subsidiaries, if they qualify and elect to participate, to contribute up to
$100 per month and provides for matching contributions by the Company equal
to one half of such amounts. The aggregate of all contributions to the
Employees' Stock Purchase Plan is invested by its trustees in shares of the
Company's Common Stock, and dividends thereon are likewise reinvested. The
supplemental arrangement was adopted with respect to key employees who would
otherwise be adversely affected by the limits imposed by the Employee
Retirement Income Security Act of 1974, as amended, upon the Company's
contributions under the Profit-Sharing Plan.

The figures listed in the table exclude non-cash compensation which is
not properly categorized as salary or bonus. Such non-cash compensation
included customary perquisites and did not exceed the lesser of either
$50,000 or 10% of the compensation listed for any executive officer of the
Company. The cost to the Company of group employee benefit plans for
medical, hospitalization and dental benefits, long-term disability
insurance and other fringe benefits with respect to executive officers of
the Company is also excluded from the figures listed in the table because
the plans under which such benefits are paid are available generally to all
salaried employees of the Company and do not discriminate in favor of the
executive officers of the Company.

Rules defining the deductibility of compensation paid by a public
company to certain executive officers in excess of $1 million were changed
by the enactment in 1993 of Section 162(m) of the Internal Revenue Code.
Compensation resulting from grants made under the Company's Stock Option
Plans, however, are exempted from those new rules until March 1997, and no
executive officer of the Company has been compensated in excess of $1
million when options are excluded from consideration. Consequently, the
Company has not yet found it necessary to adopt a policy as to how
compensation in excess of $1 million may be qualified for deductibility.

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9

Two successive Stock Option Plans have been adopted by the Board of
Directors of the Company and approved by its stockholders, both providing for
the grant of incentive stock options to the five executive officers of the
Company identified above, as well as to other key employees, to purchase shares
of the Company's Common Stock. The 1981 Stock Option Plan expired by its terms
as of December 16, 1991, although a number of options granted thereunder remain
outstanding. The 1992 Stock Option Plan was approved by the Company's
stockholders on March 26, 1992. An option granted under either of these plans
may be exercised until the tenth anniversary of the date when granted, unless
the option has terminated earlier in accordance with its provisions. When each
option may be exercised during that term was or will be determined by the Board
or by the Compensation and Nominating Committee of the Board on the date of the
relevant grant, although the Board or the Committee may, in its discretion,
accelerate the exercisability of any outstanding option. The purchase price of
shares purchased pursuant to options granted under either of the plans may not
be less than the fair market value of the Common Stock of the Company,
determined as provided in the plans, on the date of the grant.

During the 1994 fiscal year, options were granted under the 1992 Stock
Option Plan to each of the five previously identified executive officers of the
Company. In each case, the option price was the fair market value of the Common
Stock as determined by taking the mean between the highest and the lowest sales
prices reported on the American Stock Exchange on December 16, 1993, the date of
the grant. The options allow each holder to purchase 50% of the covered shares
on and after the fourth anniversary of the grant, and the remaining 50% on and
after the fifth anniversary. The individual grants were as follows:

OPTION GRANTS IN LAST FISCAL YEAR

Potential
Realizable Value at
% of Total Assumed Annual
Number Options Rates of Stock
of Shares Granted to Price Appreciation
Underlying Employees Exercise for Option Term(*)
Options in Fiscal Price Expiration -------------------
Name Granted Year Per Share Date 5% 10%
- -------------------------- ---------- ---------- ---------- ------------- -------- --------

Mr. Koontz................ 15,000 7.0% $19.0625 Dec. 15, 2003 $179,825 $455,711
Mr. O'Neil................ 6,000 2.7% 19.0625 Dec. 15, 2003 71,930 182,284
Mr. Keating............... 6,000 2.7% 19.0625 Dec. 15, 2003 71,930 182,284
Mr. Marold................ 5,000 2.3% 19.0625 Dec. 15, 2003 59,942 151,904
Mr. Vos................... 5,000 2.3% 19.0625 Dec. 15, 2003 59,942 151,904

- ---------------

(*) This presentation is made in order to disclose the potential value which
would accrue to the option holder if the option were exercised the day
before it will expire and if the value per share had appreciated at a
compounded annual rate of either 5% or 10%, as indicated above each column.
The application of an absolute mathematical formula results in a higher
potential realizable value for options granted at a time when the market
value is relatively high. The assumed rates of appreciation of 5% and 10%
are prescribed by the rules of the Securities and Exchange Commission on
disclosure of executive compensation. The Company does not advocate or
necessarily agree that these rates are indicative of future growth in the
market price of the Common Stock.

- ---------------

No options granted under the aforementioned 1992 Stock Option Plan have yet
become exercisable. During the 1994 fiscal year, three of the Company's five
previously identified executive officers exercised stock options granted under
the aforementioned 1981 Stock Option Plan. In the following table, where those
exercises are listed, amounts have been calculated to represent the realized
values using the closing prices of the Common Stock on the American Stock
Exchange for the respective dates of exercise:

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AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Value of
Number of Unexercised
Unexercised In-the-Money
Number Options at Options at
of Shares Fiscal Year-End Fiscal Year-End
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- ------------- ----------- ------------- ----------- -------------

Mr. Koontz............ -- -- 52,575 98,357 $230,141 $160,739
Mr. O'Neil............ 5,745 $ 69,954 17,250 31,250 34,969 48,656
Mr. Keating........... -- -- 7,492 41,500 16,045 84,578
Mr. Marold............ 5,800 69,562 15,700 22,000 48,772 32,828
Mr. Vos............... 10,000 137,500 12,000 32,000 26,109 65,950

The Company has no employment contract with any of the five previously
identified executive officers and, except as described below, no compensatory
arrangement with any of those officers under which benefits will become payable
as a result of the termination of employment or a change of corporate control.
The Company does not grant stock appreciation rights or award restricted stock
to any of its executive officers, and has not adjusted or amended the exercise
price of any stock option previously granted. The Company also has no long-term
incentive compensation plan under which the award of benefits is a function of
changes in the market price of the Common Stock or other performance criteria.

Along with most other employees of the Company, the five previously
identified executive officers participate in the Company's Pension Plan, which
is a defined benefit plan meeting regulatory requirements. Benefits under the
Pension Plan, payable upon normal retirement at the age of sixty-five as a life
annuity or an actuarial equivalent thereof, are based upon age, length of
service and an average of the participant's five highest consecutive years of
compensation.

The Company also has a Supplemental Retirement Program for the five
previously identified executive officers, as well as certain other key
employees, which is a non-qualified program governed by individualized
agreements between each of those individuals and the Company. The program
provides supplemental benefits that are generally computed at 50% of the average
of the participant's annual salary and bonus for the immediately preceding five
years, less the benefit payable from the aforementioned Pension Plan. The
program normally gives full supplemental benefits to participants who retire
after attaining the age of sixty-five or partial benefits at retirement after
the age of fifty-five based upon the actual years of service. The occurrence of
certain events resulting in a change of corporate control may accelerate the
vesting and payment of partial benefits. In addition, there are provisions for
benefits in the event of death or disability while employed, regardless of the
age of the participant.

Inasmuch as the five previously identified executive officers of the
Company will, by their normal retirement at the age of sixty-five, have become
eligible for a full benefit under the combination of the Pension Plan and the
Supplemental Retirement Program described above, their respective years of
service will not be a factor in calculating the annual benefits that will become
payable to them at normal retirement. Those benefits may be estimated, depending
upon their respective average compensation, from the following table:

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RETIREMENT BENEFIT TABLE

Average Annual
Remuneration Benefit
------------ ---------

$150,000 $ 75,000
200,000 100,000
400,000 200,000
600,000 300,000
800,000 400,000

The following table indicates the beneficial ownership of the Common Stock
by each of the five previously identified executive officers of the Company and
by all directors and executive officers as a group, as of the record date for
the Annual Meeting, except as otherwise noted:

SECURITY OWNERSHIP OF MANAGEMENT

Number
of Percent of Nature of
Name Shares(1) Outstanding Ownership
---------------------------------- ----------- ------------ ------------

Mr. Koontz........................ 130,155 Less than 1% Direct
Mr. O'Neil........................ 33,083 Less than 1% Direct
Mr. Keating....................... 11,456 Less than 1% Direct
Mr. Marold........................ 23,476 Less than 1% Direct
Mr. Vos........................... 21,998 Less than 1% Direct
All directors and executive
officers as a group(2).......... 2,556,651 14.6% Direct

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(1) The figures in the table for the named individuals include options to
purchase shares which are currently exercisable by each of them under the
Company's Stock Option Plans or which will become exercisable within sixty
days after the record date for the Annual Meeting. The figures also include
shares held by the trustees of the Employees' Stock Purchase Plan for the
benefit of each named individual. Although the most recent balances reported
by the Employees' Stock Purchase Plan as of the date hereof did not yet
include contributions made during the fiscal quarter ended January 31, 1995,
such contributions represented not more than an additional 50 shares for any
individual named in the table or other person in the identified group.

(2) In addition to the current directors and the five officers named in the
table, this group includes three other officers. Because certain officers in
the group are trustees of the Employees' Stock Purchase Plan and as such
have the right to vote the shares held by that plan on behalf of its
participants, they may be deemed to be beneficial owners of the 489,722
shares held by the plan as of the record date, and those shares are
therefore included in the total shown as beneficially owned by the group.
Also included are options to purchase 137,017 shares under the Company's
Stock Option Plans which are currently exercisable by members of the group
or will become exercisable within sixty days after the record date.

- ---------------

Report of the Compensation and Nominating Committee
of the Board of Directors on Executive Compensation

The Compensation and Nominating Committee of the Board of Directors submits
this report as a summary of policies and practices applicable to the
compensation of the Company's executive officers, including the five named on
the preceding pages, during the Company's 1994 fiscal year. In the Committee's
opinion, the compensation received by the Company's executive officers during
fiscal 1994 was consistent with the long-standing policies that govern the
compensation of the Company's key executives generally and was altogether
appropriate and in keeping with the best interests of the Company, its employees
and its shareholders.

The Company continues to be the industry leader in a highly specialized
field characterized by strong competitive pressures and stringent requirements
for personalized service, confidentiality,

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12

accuracy and fast turnaround in the preparation, printing and distribution of
financial, corporate and commercial documentation. To attain and maintain this
position through the employment and retention of capable key executives, the
Company has established an executive compensation program which properly
recognizes each executive's contributions to the Company's operating performance
based upon the attainment of targeted profitability as well as the
accomplishment of other planned objectives. The policy of the Company is to keep
salaries for its key executives, including that of the Chief Executive Officer,
at modest but competitive levels. These salaries are augmented by incentive
compensation which appropriately recognizes individual performance during the
year that has resulted primarily in the achievement of targeted levels of
profitability and also, to a lesser degree, in the accomplishment of certain
defined, strategic objectives both quantitative and qualitative. The latter
objectives include the successful integration of new products and services and
newly acquired business units, introduction of new technologies, improvement of
internal organization with special emphasis on networking and internal
coordination, continued heightening of quality awareness, operational
efficiencies, significant cost-reductions, and for some individuals other
objectives. A careful application of these guidelines during fiscal 1994
determined the aggregate compensation disclosed on the preceding pages for the
five named individuals as well as the remuneration for other key executives of
the Company.

With respect to the Chief Executive Officer's incentive compensation, the
primary determinant is reaching a predetermined, targeted level of net income
for the Company. This performance is measured by employing a formula which uses
net income as its basis. For 1994 the Committee decided to provide an additional
amount of incentive compensation to the Chief Executive Officer. This additional
amount was principally attributable to net income having exceeded the targeted
level and also reflected the Committee's subjective assessment of certain
qualitative factors which resulted in the long-term strengthening of the Company
including the specific strategic objectives listed in the preceding paragraph.

Periodic incentive stock option grants are proposed by the Chief Executive
Officer for the Company's key employees other than himself and are subject to
approval by the Committee. The Committee also established an incentive stock
option grant for the Chief Executive Officer for 1994. The purposes of the
option plans described elsewhere in this Proxy Statement are not only to retain
capable executive officers and other key employees, but also to provide an
inducement for them to promote the best, long-term interests of the Company and
its shareholders through their direct ownership of the Common Stock. The number
of options granted in each case is determined by the grantee's individual
performance and opportunity for contribution to the overall profitability of the
Company. Value added to the Company through these sustained efforts may be
reflected in an appreciating equity position for each optionee as his or her
options become exercisable on an incremental basis over a period of years.

During fiscal 1994, all the actions and recommendations of this Committee
which required Board approval were ratified unanimously by the full Board of
Directors. Furthermore, it should be noted that the specific profit targets,
strategic objectives, details of the formula used in calculating the Chief
Executive Officer's incentive compensation, and other quantitative or
qualitative factors considered by the Committee involved confidential business
information, and the specific disclosure thereof might have a substantial
adverse effect on the Company.

This report was submitted on December 14, 1994 by the undersigned, being
all the members of the Compensation and Nominating Committee:

H. Marshall Schwarz, Chairman
John R. Haire
Wendell M. Smith
Beverley B. Wadsworth

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Performance Graph

The following graph compares on a cumulative basis the yearly percentage
change over the last five fiscal years in (a) the total stockholder return on
the Company's Common Stock with (b) the total return on the Standard & Poor's
500 Index ("S&P 500") and (c) the total return on the Standard & Poor's
Specialized Services Index ("Specialized Services"). Such yearly percentage
change has been measured by dividing (i) the sum of (A) the amount of dividends
for the measurement period, assuming dividend reinvestment, and (B) the
difference between the price per share at the end and that at the beginning of
the measurement period, by (ii) the price per share at the beginning of the
measurement period. The price of each unit has been set at $100 on October 31,
1989, in the preparation of the graph.

The S&P 500 has been selected for comparison as a broad equity market
index. The Specialized Services index, previously known as the Standard & Poors
Commercial Services index, was originally chosen for comparison as a peer group,
in part, because it included the Company itself. Although Standard & Poor's
created a newer, more focused industry group in February 1994 consisting of the
Company and eighteen other printing firms, and accordingly removed the Company
from Specialized Services at the same time, the Company will continue to compare
Specialized Services as its peer group until the newer Standard & Poor's index
of printers offers a full five-year history for comparison, or at least until a
more suitable index becomes available. The Specialized Services index includes
the capital-weighted performance results of companies classified in specialized
services which are also included in the S&P 500.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG BOWNE & CO., INC., S&P 500 AND SPECIALIZED SERVICES
(FISCAL YEARS ENDING OCTOBER 31)

MEASUREMENT PERIOD BOWNE & CO., SPECIALIZED
(FISCAL YEAR COVERED) INC. S&P 500 SERVICES

1989 100.00 100.00 100.00
1990 77.04 92.52 77.13
1991 115.82 123.51 90.45
1992 130.32 135.81 89.32
1993 189.36 156.10 82.08
1994 150.99 162.14 82.23

11
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The immediately preceding sections entitled "Report of the Compensation and
Nominating Committee of the Board of Directors on Executive Compensation" and
"Performance Graph" do not constitute soliciting material for purposes of Rule
14a-9 of the Securities and Exchange Commission, will not be deemed to have been
filed with the Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, and are not to be incorporated by reference into any other filing
made by the Company with the Commission.

Ratification of Appointment of Auditors

At its meeting held December 15, 1994, the Board of Directors appointed the
accounting firm of Ernst & Young LLP ("Ernst & Young") to be the auditors of the
Company for the fiscal year ending October 31, 1995, subject to the ratification
of such appointment by the affirmative vote of the holders of a majority of the
outstanding Common Stock entitled to vote at the Annual Meeting. Ernst & Young
is considered to be a well-qualified firm. Should a majority of the shares duly
voted at the Annual Meeting fail to concur in the appointment of Ernst & Young,
the selection of auditors will be reconsidered by the Board of Directors.

The Company has been informed that neither Ernst & Young nor any member
thereof has any relationship with the Company or its subsidiaries other than
that arising from such firm's employment as auditors. Representatives of Ernst &
Young are expected to be present at the Annual Meeting and will be afforded an
opportunity to make a statement, if they wish, and to respond to appropriate
stockholders' questions, if any.

The firm of Ernst & Young has served as the Company's auditors since 1991.
The services rendered by Ernst & Young to the Company with respect to the 1994
fiscal year included (1) examination of the consolidated financial statements
contained in the Company's Annual Report to Stockholders and in its Annual
Report on Form 10-K, (2) examination of the financial statements of the
Company's employee benefit plans, (3) consultation on various accounting
matters, (4) meetings with the Audit Committee of the Board of Directors, (5)
preparation of federal and state tax returns for the Company and its
subsidiaries, (6) tax services in connection with the Company's employee benefit
plans, and (7) miscellaneous tax services as required. The Audit Committee
annually reviews the services rendered by the Company's auditors and the
possible effect thereof on auditor independence and has approved the nature of
such services.

The Board of Directors recommends a vote for the ratification of the
appointment of Ernst & Young as the Company's auditors for the fiscal year
ending October 31, 1995. The vote required for such ratification is a majority
of the votes duly cast by stockholders entitled to vote at the Annual Meeting.

Insurance Statement

Pursuant to New York State law, stockholders are advised that the Company
has renewed its insurance policy covering directors and officers of the Company
and of its subsidiaries against certain liabilities they may incur in performing
their duties. The policy also insures the Company against obligations to
indemnify those same individuals for such liabilities. This coverage is provided
by Federal Insurance Company for one year commencing June 16, 1994 with a
premium of $119,780.

Other Matters

Although there is no business, so far as is now known to the Company,
except that set forth above to be presented for action by the Company's
stockholders at the Annual Meeting, it is intended that the shares represented
by the proxies solicited herewith will be voted on any other matters and
proposals that may properly come before the meeting, or any adjournment thereof,
in accordance with the discretion of the persons named therein as
attorneys-in-fact and agents unless contrary instructions are received.

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15

Proposals of Security Holders

A proposal by a security holder intended to be presented at the Company's
1996 Annual Meeting of Stockholders and to be included in the Proxy Statement
therefor must be received at the Company's principal executive offices at 345
Hudson Street, New York, New York 10014, marked to the attention of the
Corporate Secretary, no later than October 6, 1995.

------------------------

AVAILABILITY OF FORM 10-K

THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER WITHOUT CHARGE, UPON THE
WRITTEN REQUEST OF THAT STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 1994, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH REQUESTS SHOULD BE ADDRESSED TO:
DOUGLAS F. BAUER, CORPORATE SECRETARY, BOWNE & CO., INC., 345 HUDSON STREET, NEW
YORK, NEW YORK 10014.

- --------------------------------------------------------------------------------

PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.

- --------------------------------------------------------------------------------

13
16

[BOWNE LOGO]

BOWNE & CO., INC. P R O X Y
345 HUDSON STREET
NEW YORK, N.Y. 10014

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Revoking any prior appointment, the undersigned hereby appoints Richard H.
Koontz and Douglas F. Bauer, and each of them, attorneys-in-fact and agents
with power of substitution, to vote as proxy for the undersigned as herein
stated, at the Annual Meeting of Stockholders of Bowne & Co., Inc., to be held
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York, on Thursday, March 23, 1995, beginning at 11:00 A.M. local time, and at
any adjournment thereof, with respect to the number of shares the undersigned
would be entitled to vote if personally present.

THE SHARES COVERED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED (1)
FOR THE ELECTION OF DIRECTORS; (2) FOR THE RATIFICATION OF THE APPOINTMENT OF
AUDITORS; AND (3) IN ACCORDANCE WITH THE DISCRETION OF THE NAMED ATTORNEYS-
IN-FACT AND AGENTS ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED ON THE REVERSE SIDE
HEREOF.

The undersigned hereby acknowledges receipt of a copy of the Proxy
Statement which was mailed to stockholders beginning on or about February 3,
1995, relating to such Annual Meeting.

(Continued, and to be dated and signed, on the other side)

- --------------------------------------------------------------------------------

MARK BOXES /-/ OR /X/ IN BLUE OR BLACK INK. THEN SIGN, DATE AND
RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

1. Election of two Class II Directors:

Robert M. Conway
Thomas O. Stanley

FOR BOTH AGAINST BOTH
/ / NOMINEES / / NOMINEES / / EXCEPTIONS*

*To withhold authority to vote for either nominee, mark
the box for "Exceptions" and strike out that nominee's name.

2. Ratification of the appointment of Ernst & Young LLP
as auditors for fiscal 1995:

FOR / / AGAINST / / ABSTAIN / /

3. The proxies are authorized to vote in accordance with their discretion
on such other business as may properly come before the meeting.

(Signatures should conform exactly to name
imprinted on this card. Executors, administrators,
guardians, trustees, attorneys-in-fact and
officers signing for corporations should state
full title or signatory capacity.)

Dated ____________________________________, 1995

Signed _________________________________________

________________________________________________

[BOWNE LOGO]

P R O X Y

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Revoking any prior appointment, the undersigned hereby appoints Richard H.
Koontz and Douglas F. Bauer, and each of them, attorneys-in-fact and agents
with power of substitution, to vote as proxy for the undersigned as herein
stated, at the Annual Meeting of Stockholders of Bowne & Co., Inc., to be
held at the offices of the American Stock Exchange, 86 Trinity Place, New
York, New York, on Thursday, March 23, 1995, beginning at 11:00 A.M. local
time, and at any adjournment thereof, with respect to the number of shares
the undersigned would be entitled to vote if personally present.

THE SHARES COVERED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
(1) FOR THE ELECTION OF DIRECTORS; (2) FOR THE RATIFICATION OF THE APPOINT OF
AUDITORS; AND (3) IN ACCORDANCE WITH THE DISCRETION OF THE NAMED ATTORNEYS-IN-
FACT AND AGENTS ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING,
UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED ON THE REVERSE SIDE HEREOF.

The undersigned hereby acknowledges receipt of a copy of the Proxy Statement
which was mailed to all stockholders of record beginning on or about February 3,
1995, relating to such Annual Meeting.

(Continued, and to be dated and signed, on the other side)

BOWNE & CO., INC.
P.O. Box 11066
New York, N.Y. 10203-0066

- --------------------------------------------------------------------------------

MARK BOXES /X/ IN BLUE OR BLACK INK. THEN SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

1. Election of two Class II Directors:

Robert M. Conway
Thomas O. Stanley

FOR BOTH AGAINST BOTH
NOMINEES / / NOMINEES / / EXCEPTIONS* / /

*TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE, MARK
THE BOX FOR "EXCEPTIONS" AND STRIKE OUT THAT NOMINEE'S NAME.

2. Ratification of the appointment of Ernst & Young LLP
as auditors for fiscal 1995:

FOR / / AGAINST / / ABSTAIN / /

3. The proxies are authorized to vote in accordance with their discretion
on such other business as may properly come before the meeting.

IF YOU HAVE NOTED AN ADDRESS CHANGE OR COMMENTS ON EITHER SIDE
OF THIS CARD, PLEASE MARK HERE: / /

Dated ____________________________________, 1995

Signed _________________________________________

________________________________________________

[BOWNE LOGO]

BOWNE & CO., INC. VOTING INSTRUCTIONS
345 HUDSON STREET (EMPLOYEES' STOCK PURCHASE PLAN)
NEW YORK, N.Y. 10014

YOUR SIGNATURE IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Revoking any prior instructions, the undersigned participant in the Bowne &
Co., Inc. Employees' Stock Purchase Plan (the "Plan"), as beneficial owner of
certain shares under the Plan, hereby instructs the Trustees of the Plan and
their proxies to vote as indicated on the reverse side hereof at the Annual
Meeting of Stockholders of Bowne & Co., Inc., to be held at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York, on Thursday,
March 23, 1995, beginning at 11:00 A.M. local time, and at any adjournment
thereof, with respect to the aggregate number of shares held by the Trustees
for the account of the undersigned as of February 1, 1995. Any shares under the
Plan as to which no such voting instructions are received will be voted by the
Trustees in their sole discretion.

Please do not use this card to notify the Company of a change of address.
The undersigned hereby acknowledges receipt of a copy of the Proxy Statement
which was mailed to all Plan participants on or about February 3, 1995,
relating to such Annual Meeting.

(Continued, and to be dated and signed, on the other side)

- --------------------------------------------------------------------------------

MARK BOXES /-/ OR /X/ IN BLUE OR BLACK INK. THEN SIGN, DATE AND
RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

1. Election of two Class II Directors:

Robert M. Conway
Thomas O. Stanley

FOR BOTH AGAINST BOTH
/ / NOMINEES / / NOMINEES / / EXCEPTIONS*

*To withhold authority to vote for either nominee, mark
the box for "Exceptions" and strike out that nominee's name.

2. Ratification of the appointment of Ernst & Young LLP
as auditors for fiscal 1995:

FOR / / AGAINST / / ABSTAIN / /

3. The proxies are authorized to vote in accordance with their discretion
on such other business as may properly come before the meeting.

(Signatures should conform exactly to name
imprinted on this card.)

Dated ________________________________,1995

Signed ____________________________________