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U.S. SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

FORM 40-F



or

Annual
Report Pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934

|For the fiscal year ended | Commission File Number
|------------------------- | ----------------------
|September 24, 2005        | 033-80178             

Tembec Industries Inc.(Exact name of Registrant as
      specified in its charter)N/A(Translation of Registrant's name
      into English (if applicable))Quebec(Province or other jurisdiction
      of incorporation or organization)2611, 2621, 2631(Primary Standard Industrial
      Classification Code Number (if applicable))N/A(I.R.S. Employer Identification
      Number (if applicable))800,
      René-Lévesque Blvd., Suite 1050, Montreal, QC, Canada H3B 1X9Telephone: (514) 871-0137(Address and telephone number of
      Registrant's principal executive offices)Richard B.
      Raymer, Esq., Hodgson Russ LLPOne M&T
      Plaza, Suite 2000Buffalo,
      New York 14203Telephone: (716) 856-4000(Name, address (including zip
      code) andtelephone
      number (including area code)of agent for
      services in the United States)


|                                                                                    | 
|----------------------------------------------------------------------------------- | 
|Securities registered or to be registered pursuant to
    Section 12(b) of the Act.
|                                                                                    | 
|N/A                                                                                 | 
|Title of each class                                                                 | 

Securities registered or to be registered pursuant to Section
12(g) of the Act

N/ATitle of classN/ATitle of class


Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.

Senior
      Notes due June 30, 2009Senior
      Notes due February 1, 2011Senior Notes due March 15,
      2012Title of class


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For annual reports, indicate by check mark the information filed with this
Form:



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.

536,807,704 Common Shares
16,627,500 Series 2 Class B Shares
9,103,710 Series 4 Class B Shares

Indicate by check mark whether the Registrant by filling the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the

|Yes | 82-__________ | No
|--- | ------------- | --

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.

Yes



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Disclosure Controls and ProceduresDisclosure controls and procedures are defined by the
Securities and Exchange Commission as those controls and procedures that are
designed to ensure that information required to be disclosed in our filings
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms. Our disclosure controls and procedures are also
effective to ensure that the information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, as appropriate, to allow timely decisions regarding required
disclosure. Our Chief Executive Officer and Chief Financial Officer have
evaluated our disclosure controls and procedures within 90 days prior to filing
of this Annual Report on Form 40-F and have determined that such disclosure
controls and procedures are effective.
It should be noted that any system of controls,
however well designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system are met. In addition, the
design of any control system is based in part upon certain assumptions about the
likelihood of future events. Because of these and other inherent limitations of
control systems, there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there have
been no significant changes in the Registrant's internal controls or other
factors that could significantly affect internal controls, including any
corrective actions with regards to significant deficiencies and material
weaknesses.

The design of any system of controls and procedures
is based in part upon certain assumptions about the likelihood of future events.
There can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.

Audit Committee Financial Expert

The Board of Directors of the Registrant has
determined that Messrs. Pierre Goyette (Chairman), Norman M. Betts and Gilles
Chevalier are audit committee financial experts (as defined in paragraph 8(b) of
General Instruction B to Form 40-F). All of the members of the Registrant's
Audit Committee would be considered an independent director within the meaning
set out in Canadian legislation, specifically Multilateral Instrument 52-110

Code of Ethics

The Registrant has adopted a written Code of Ethics
and Business Conduct that applies to its principal executive office and
principal financial officer as well as all of its directors, officers,
employees, consultants, suppliers and other persons working on behalf of the
Registrant or the Registrant's subsidiaries.

No waivers were granted from the Registrant's Code of
Ethics and Business Conduct during the period covered by this report.

The Company's written Code of Ethics and Business
Conduct is available on the Company's website at www.tembec.com and has been filed by the Registrant at
www. sedar.com and under cover of Form 6-K
on the SEC's website at www.sec.gov, on
November 30, 2005.

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Principal Accountant Fees and Services

The disclosure provided under the headings 
AuditorsandPolicies and Procedures
for the Engagement of Audit and Non-Audit Servicesset forth in Item 10 of the Annual Information Form filed as an Exhibit hereto,
is incorporated by reference herein.

Off-balance Sheet Arrangements

The Registrant has no material off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on its financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.

Tabular Disclosure of Contractual Obligations

The disclosure provided on page 23 of the Annual
Report filed as an Exhibit hereto, is incorporated by reference.

Undertaking and Consent to Service of Process

The Registrant undertakes to make available, in
person or by telephone, representatives to respond to inquires made by 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.

Concurrently herewith, the Registrant
filed a Form F-X in connection with each class of securities to which the
obligation to file this Form 40-F arises. Any change to the name and address of
the agent for service of process shall be communicated promptly to the
Commission by amendment to Form F-X.

SIGNATURES

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 Form 40-F to be signed on its behalf by the
undersigned, thereto duly authorized.

|                                 | TEMBEC INDUSTRIES INC.                  
|-------------------------------- | ----------------------------------------
|                                 |                                         
|                                 |                                         
|DATE:     
    December 22, 2005 | By:/s/ Antonio
    Fratianni            
|                                 | Name: Antonio Fratianni                 
|                                 | Title: General Counsel and
    Secretary

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EXHIBITSThe following documents are filed as exhibits to this Form 40-F:

|Exhibit Number | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99.1           | Annual
    Information Form for the fiscal year ended September 24, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|99.2           | Annual Report for
    the fiscal year ended September 24, 2005 (Includes Management's Discussion
    and Analysis as well as Consolidated Financial Statements of
    Tembec
    Industries Inc. for the fiscal year ended September 24, 2005, including
    report of independent chartered accountants with respect thereto.)(For a
    summary of
    material differences between generally accepted accounting
    principals (GAAP) in Canada and the United States, see Note 23 of the Notes
    to the Consolidated
    Financial Statements.)
|99.3           | Consent of
    KPMG, LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99.4           | Certification of
    the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 dated December 22, 2005.                                                                                                                                                                                                                                                                                                                                                                                                               
|99.5           | Certification of
    the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 dated December 22, 2005.                                                                                                                                                                                                                                                                                                                                                                                                               
|99.6           | Certification of
    the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002 dated December 22, 2005.                                                                                                                                                                                                                                                                                                                                                                                                               
|99.7           | Certification of
    the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002 dated December 22, 2005.                                                                                                                                                                                                                                                                                                                                                                                                               





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