**U.S.
SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
  **FORM
40-F**
  (Check
      One)o
    Registration
      statement pursuant to Section 12 of the Securities Exchange Act of
      1934orx
    Annual
      report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
      of 1934For
      the fiscal year ended December 31, 2004Commission
      file number: 0-25870
 ****
 **ALGOMA
STEEL INC.**
 (Exact
name of registrant as specified in its charter)
  **Province
      of Ontario, Canada**
      (Province
      or other jurisdiction
      ofincorporation
      or
      organization)
    **3312**
      (Primary
      Standard Industrial
      Classification
      Code Number
      (if
      applicable))
    **Not
      Applicable**
      (I.R.S.
      Employer
      Identification
      Number
      (if
      Applicable))
 
 **105
West Street**
 **Sault
Ste. Marie, Ontario**
 **Canada
P6A 7B4**
 **Telephone:
(705) 945-2351**
 (Address
and Telephone Number of Registrant’s Principal Executive Offices)
 
 **CT
Corporation System**
 **111
Eighth Avenue - Team 1**
 **New
York, New York 10011**
 **Telephone:
(212) 590-9100**
 (Name,
Address (Including Zip Code) and Telephone Number
 (Including
Area Code) of Agent For Service in the United States)
 
 Securities
registered or to be registered pursuant to Section 12(b) of the
Act.
  **None**
 
 Securities
registered or to be registered pursuant to Section 12(g) of the
Act.
  **None**
 
 Securities
registered or to be registered pursuant to Section 15(d) of the
Act.
  **11%
Notes due 2009**
  For
annual reports, indicate by check mark the information filed with this
Form:
  xAnnual Information Form
    xAudited Annual Financial Statements
  Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
40,117,587
  
   
  Indicate
by check mark whether the registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).
If “Yes” is marked, indicate the file number assigned to the registrant in
connection with such rule.
  Yeso
    Nox
  Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for the past 90
days.
  Yesx
    Noo
 
  
   
  **FORM
40-F**
 ****
 **Principal
Documents**
  The
following documents, filed as Exhibits 99.1 through 99.2 hereto, are hereby
incorporated by reference into this Annual Report on Form 40-F:
  (1)
    Annual
      Information Form dated March 24, 2005.(2)
    Annual
      Report for 2004 which includes:(a)
    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the fiscal year ended December 31, 2004; and(b)
    Consolidated
      Financial Statements and Notes for the fiscal year ended December 31,
      2004.*(Note
      22 to the Consolidated Financial Statements relates to United States
      Accounting Principles and Reporting (U.S. GAAP))*.
 ****
 **ADDITIONAL
DISCLOSURE**
  **Certifications
and Disclosure Regarding Controls and Procedures.**
  (a)
    Certifications.
      See Exhibits 99.3 and 99.4 to this Annual Report on Form
    40-F.(b)
    Disclosure
      Controls and Procedures.
      As of the end of the registrant’s fiscal year ended December 31, 2004, an
      evaluation of the effectiveness of the registrant’s “disclosure controls
      and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e)
      of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
      was carried out by the registrant’s principal executive officer and
      principal financial officer. Based upon that evaluation, the registrant’s
      principal executive officer and principal financial officer have concluded
      that as of the end of that fiscal year, the registrant’s disclosure
      controls and procedures are effective to ensure that information required
      to be disclosed by the registrant in reports that it files or submits
      under the Exchange Act is (i) recorded, processed, summarized and reported
      within the time periods specified in Securities and Exchange Commission
      rules and forms and (ii) accumulated and communicated to the registrant’s
      management, including its principal executive officer and principal
      financial officer, to allow timely decisions regarding required
      disclosure.It
      should be noted that, while the registrant’s principal executive officer
      and principal financial officer believe that the registrant’s disclosure
      controls and procedures provide a reasonable level of assurance that they
      are effective, they do not expect that the registrant’s disclosure
      controls and procedures or internal control over financial reporting will
      prevent all errors and fraud. A control system, no matter how well
      conceived or operated, can provide only reasonable, not absolute,
      assurance that the objectives of the control system are
    met.
  
  
  (c)
    Changes
      in Internal Control Over Financial Reporting.
      During the fiscal year ended December 31, 2004, there were no changes in
      the registrant’s internal control over financial reporting that have
      materially affected, or are reasonably likely to materially affect, the
      registrant’s internal control over financial reporting.
 
 **Notices
Pursuant to Regulation BTR.**
 
 None.
 
 **Audit
Committee Financial Expert.**
 
 The
Board of Directors has determined that no member of its Board of Directors
qualifies as an “audit committee financial expert”, as such term is defined by
the applicable rules and regulations of the Securities and Exchange Commission.
At its annual and special shareholders meeting to be held in May 2005, the
Corporation intends to nominate for election to the Board of Directors a person
who will qualify as an audit committee financial expert upon being appointed to
the audit committee of the Board of Directors.
 
 **Code
of Business Conduct and Ethics** .
 
 The
Corporation has adopted a new code of business conduct and ethics that will
apply to all directors, officers and employees, including the Chief Executive
Officer and the Chief Financial Officer. The Corporation is in the process of
communicating the new code to its employees. The code will be made available on
the Corporation’s website.
 ****
 **Principal
Accountant Fees and Services.**
  Ernst
& Young LLP has been the auditor of the Corporation since 1990.
  Fees
billed by Ernst & Young LLP for the years ended December 31, 2004 and 2003
were as follows:
  *(Cdn.$
      millions)*
    
    **2004**
    
    **2003**Audit
      Fees
    
    $
    0.272
    
    $
    0.253Audit-Related
      Fees
    
    
    0.160
    
    
    0.195Tax
      Fees
    
    
    -
    
    
    -All
      Other Fees
    
    
    0.085
    
    
    0.002Total
    
    $
    0.517
    
    $
    0.450
 
 Audit
Fees .
These audit fees were for professional services rendered for the audits of the
Corporation’s consolidated financial statements, review of interim financial
statements included in the Corporation’s quarterly reports and services that
generally only the independent auditor can reasonably provide such as statutory
audits, consents, and assistance and review of documents filed with the
Securities and Exchange Commission and Canadian securities regulatory
authorities.
  
  Audit-Related
Fees .
These audit-related fees were for the review of a common share prospectus in
2004 and assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported under the “audit fees” category above. These services included internal
control reviews, audits of the Corporation’s various employee benefit plans, and
analysis of various accounting issues.
  Tax
Fees .
Not applicable.
  All
Other Fees .
Fees disclosed in the table above under the item “All Other Fees” were for
services with respect to a commodity tax review and an insurance
claim.
 ****
 **Pre-Approval
Policies and Procedures.**
  The
Corporation’s audit committee is responsible for overseeing the work of the
independent auditors and has considered whether the provision of services other
than audit services is compatible with maintaining the auditors’ independence.
The audit committee has adopted a policy requiring its pre-approval of all audit
and permissible non-audit services provided by the independent auditors, but the
audit committee reserves the right to delegate its pre-approval responsibilities
to one or more of its members in accordance with applicable law.
 ****
 **Off-Balance
Sheet Arrangements.**
  The
disclosure provided under the heading “Off Balance Sheet Financing” in the
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, filed as part of Exhibit 99.2 hereto, is incorporated by reference
herein.
 ****
 **Tabular
Disclosure of Contractual Obligations.**
  The
disclosure provided under the heading “Contractual Obligations” in the
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, filed as part of Exhibit 99.2 hereto, is incorporated by reference
herein.
   
  **UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS**
  **A.**
    **Undertaking.**
 
 The
registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Securities and Exchange
Commission (the “Commission”) staff, and to furnish promptly, when requested to
do so by the Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in said
securities.
  **B.**
    **Consent
      to Service of Process.**
 
 The Company
has filed a Form F-X in connection with the class of securities in relation to
which the obligation to file this report arises.
  Any
change to the name or address of the agent for service of process of the
registrant shall be communicated promptly to the Commission by amendment to Form
F-X referencing the file number of the registrant.
  **SIGNATURE**
  Pursuant
to the requirements of the Exchange Act, the registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
on March 23, 2005.
  By:
    “*Glen
      Manchester*”Glen
      ManchesterVice
      President - Finance and Chief Financial
Officer
  
  
  **EXHIBIT
INDEX**
 
 **Exhibit**
    ****
    **Description**99.1
    
    Annual
      Information Form dated March 24, 2005.99.2
    
    Annual
      Report for 2004 which includes:(a)
    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the fiscal year ended December 31, 2004; and(b)
    Consolidated
      Financial Statements and Notes for the fiscal year ended December 31,
      2004.99.3
    
    Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 1934.99.4
    
    Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the
      Securities Exchange Act of 1934.99.5
    
    Section
      1350 Certification of Chief Executive Officer.99.6
    
    Section
      1350 Certification of Chief Financial
Officer.