U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 40-F

Amendment #1

[   ]	Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[●]	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 28, 2002		Commission file number 33-95378, 333-06552

Tembec 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 1X9

Tel: (514) 871-0137

(Address and telephone number of Registrant's principal executive offices)

CT Corporation System, 1633 Broadway, New York, NY 10019

Telephone: (212) 664-1666

Russell S. Berman, EM., Kronish, Lieb, Wiener & Bellman, 1114 Avenue of the Americas
	New York, NY 10036

Telephone: (212) 479-6000

(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.



|N/A                                        |  | N/A                                                                
|------------------------------------------ |  | -------------------------------------------------------------------
|______________________
Title of each class |  | _________________________
Name of each exchange on which registered

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

N/A

(Title of Class)

N/A

(Title of Class)

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

Guarantee of Senior Notes of Tembec Industries Inc. due June 30, 2009

Guarantee of Senior Notes of Tembec Industries Inc. due February 1, 2011

Guarantee of Senior Notes of Tembec Industries Inc. due March 15, 2012



(Title of Class)

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

[ ● ]  Annual Information form		[   ]  Audited 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.

86,415,732 common shares



16,627,500 Series 2 Class B shares



1,250,000 Series 3 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 Securities Exchange Act of 1934 (the "Exchange Act").  If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

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   ●        No



Material included in this Form 40-F:

1. The Annual Information Form of Tembec Inc. for the financial year ended September 28, 2002

*************

Disclosure 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 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.



Subsequent to our evaluation, there were no significant changes in 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.



TEMBEC INC.

ANNUAL INFORMATION FORM

For the fiscal year ended September 28, 2002

January 23, 2003



Table Of Contents







|       |                                                                                                                                                         | Page
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Item 1 | Date of annual information form ......................................................................                                                  | 3   
|Item 2 | Corporate Structure .......................................................................................                                             | 3   
|       | 2.1    Name  and Incorporation ........................................................................                                                 | 3   
|       | 2.2    Intercorporate relationships ....................................................................                                                | 3   
|Item 3 | General Development of the Business .............................................................                                                       | 5   
|       | 3.1    Business Overview ................................................................................                                               | 5   
|       | 3.1.1    Three Year Retrospective ...................................................................                                                   | 5   
|       | 3.1.2    Recent Developments .........................................................................                                                  | 7   
|Item 4 | Narrative Description of the Business ..............................................................                                                    | 7   
|       | 4.1    Principal Operations ...............................................................................                                             | 7   
|       | 4.1.1    Forest products Group ........................................................................                                                 | 8   
|       | 4.1.2    Pulp Group ..........................................................................................                                          | 12  
|       | 4.1.3    Paper Group ........................................................................................                                           | 14  
|       | 4.2    Capital Expenditures ................................................................................                                            | 15  
|       | 4.3    Environmental ..........................................................................................                                         | 16  
|       | 4.4    Research and Development ......................................................................                                                  | 18  
|       | 4.5    Litigation ..................................................................................................                                    | 19  
|       | 4.5.1    Countervailing and Antidumping Duties ..................................................                                                       | 19  
|       | 4.6    Risk Factors ............................................................................................                                        | 20  
|Item 5 | Selected Consolidated Financial Information .....................................................                                                       | 24  
|Item 6 | Management's Discussion and Analysis of financial
Condition and Results of Operations ................................................................. | 24  
|Item 7 | Market for Securities of the Corporation ...........................................................                                                    | 25  
|Item 8 | Directors and Officers .......................................................................................                                          | 25  
|       | 8.1    Information Concerning Directors ..............................................................                                                  | 25  
|       | 8.2    Information Concerning Non-Director Officers ...........................................                                                         | 27  
|Item 9 | Additional Information .......................................................................................                                          | 29  

Page 2





TEMBEC INC.
ANNUAL INFORMATION FORM



1. October 1, 1999:   Acquisition of the remaining 50% interest in Tartas S.A., since renamed Tembec Tartas S.A., which operates a fluff pulp mill and a related chemical business.
2. December 3, 1999:   Acquisition of all of the shares of Matane.  Matane owned a high yield pulp mill located in Matane, Québec.
3. January 31, 2000:   Acquisition of the shares of Marks Lumber Limited which owns and operates a lumber remanufacturing facility located in Brantford, Ontario.
4. February 2, 2000:   Acquisition of the remaining 54.3% of common shares of MQI that Tembec did not already own from SGF-Rexfor Inc. ("Rexfor") (45.7%) and public shareholders (8.6%).  MQI owned an oriented strandboard ("OSB") plant in Saint-Georges de Champlain, Québec and a paper mill in Saint-Raymond, Québec.
5. February 3, 2000:   Acquisition of the shares of Fort-James Marathon Limited, since renamed Marathon Pulp Inc. ("Marathon"), in a 50/50 joint venture arrangement with Kruger Inc.  Marathon owns and operates a northern bleached software kraft ("NBSK") pulp mill in Marathon, Ontario.
6. October 31, 2000:   Acquisition of two companies, now called Tembec Tarascon S.A. and Tembec Saint-Gaudens S.A., which own two market pulp mills located in southern France,
 which produce  softwood and hardwood kraft pulp.  As a result of this transaction, Tembec's European pulp production capacity increased to approximately 710,000 tonnes per year, making it the leading pulp producer in France.
7. December 28, 2000:   Acquisition of all of the outstanding common shares of A.R.C. Resins International Corp.  The facilities acquired include a liquid resin plant and an option to purchase a formaldehyde plant, both located in Longueuil, Québec.  This acquisition positioned Tembec as a leading supplier and producer of resin for the forest industry in North America.
8. January 11, 2001:  Industries issued US$250 million of 8.50% senior notes due 2011 by way of private placement, which were unconditionally guaranteed on a senior unsecured basis by Tembec Inc.  These notes were subsequently registered on April 20, 2001.
9. February 8, 2001:  Tembec received the certificate of registration confirming that its Environmental Management System ("EMS") is in conformance with the International Organization for Standardization ("ISO") 14001-1996 standard.  This registration applies to most of Tembec's operations in Canada.
10. February 25, 2001:   Acquisition of the remaining interest in the shares of Pine Falls held by employees.
11. March 19, 2001:   Acquisition of a 50% interest in Excel Forest Products Limited ("Excel"), a sawmill located in Opasatika, Ontario (40km west of Kapuskasing, Ontario).
12. June 13, 2001:   Acquisition of the assets of Duratex Hardwood Flooring Inc. which operates a hardwood flooring pre-finishing plant in Etobicoke, Ontario.
13. June 19, 2001:   Acquisition of a pulp and paper mill located in St. Francisville, Louisiana from Crown Paper Co.  The St. Francisville mill is an integrated pulp and paper facility which produces coated groundwood papers  specialty papers.
14. June 19, 2001:   Industries issued US$250 million of 8.50% senior notes due 2011 by way of private placement, which were unconditionally guaranteed on a senior unsecured basis by the Company.  These notes were subsequently registered on July 25, 2001.
15. August 1, 2001:   Industries and SGF-Rexfor Inc. ("Rexfor") formed a 50/50 joint venture to develop the engineered wood products business.  The joint venture, Temlam Inc. ("Temlam"), acquired the building systems division of Jager Industries Inc. ("Jager") comprising mainly the manufacture and distribution of engineered wood I-beams, truss connector plates and metal webs for roof and floor trusses as well as the distribution of LVL, rim joists, hangers and other ancillary products.  In conjunction with the acquisition of the building systems division of Jager, Temlam also acquired Industries' LVL plant located in Ville-Marie, Québec.
16. November 5, 2001:   Industries acquired Davidson Industries Inc. ("Davidson").  Davidson's owns three facilities; a pine sawmill and a hardwood sawmill in Davidson, Québec, and a
pine sawmill in Woodsville, New Hampshire.  Davidson operates a distribution centre in Ireland and holds a non-controlling interest in a radiata pine sawmill in Chile.
17. December 17, 2001:   Tembec invested $35 million to obtain an indirect 25% equity interest in the Gaspesia Papers Limited Partnership, which is modernizing the paper mill located in Chandler, Gaspé.  Rexfor holds an equivalent 25% interest, with the Fonds de solidarité des travailleurs du Québec (F.T.Q.) (the "FTQ") holding the remainder.  The investment was completed July 15, 2002.
18. March 13, 2002:   Industries issued US$350 million of 7.75% senior notes due 2012 by way of private placement, which were unconditionally guaranteed on a senior unsecured basis by the Company.  These notes were subsequently registered.
19. April 5, 2002:   Industries formed the Produits Forestiers Temrex Limited Partnership ("Temrex") in a joint venture with Rexfor to consolidate woodlands and sawmill operations in the Gaspé region of the Province of Québec.  Industries and Rexfor each invested $32.8 million to capitalize Temrex.  The latter then purchased the Company's Nouvelle sawmill assets and related net working capital for $41.8 million.  Temrex also purchased the assets and net working capital of the St. Alphonse sawmill from Rexfor for $23.0 million.
20. April 9, 2002:   Industries completed the redemption of its US$250 million 9.875% Senior Notes due 2005.
21. July 1, 2002:   Tembec formed with Les Coopératives Forestières du Sud Massif Central a new enterprise, Tembec Brassac SAS ("Brassac").  The Company holds 75% of Brassac.  Brassac reopened S.A. Bousssière & S.A.R.L. Scierie du Haut Languedoc sawmill, located in Brassac and Bez, France.
22. October 7, 2002:  Tembec acquired a High Yield pulp mill located at Chetwynd in northern British Columbia for a nominal consideration.

|Non-director officers | Office with Tembec                                            | Municipality,Province of residence
|--------------------- | ------------------------------------------------------------- | ----------------------------------
|Michel Dumas          | Executive Vice President, Finance and Chief Financial Officer | North Bay, Ontario                
|Charles Gagnon        | Vice President, Corporate Relations                           | Temiscaming, Québec               
|Thomas McAndrew Gale  | Vice President, General Manager, Resin Group                  | Kirkland, Québec                  



Page 27

|Non-director officers | Office with Tembec                                               | Municipality,Province of residence
|--------------------- | ---------------------------------------------------------------- | ----------------------------------
|Claude Imbeau         | Vice President, General Counsel and Secretary                    | Montreal, Québec                  
|Terrence P. Kavanagh  | Executive Vice President, President, Pulp & Paper Group          | Temiscaming, Québec               
|Gerry Kutney          | Vice President and General Manager, Silvichemical Products Group | Temiscaming, Québec               
|Fred L. LeClair       | Executive Vice-President, President Forest Products Group        | Ottawa, Ontario                   
|James Lopez           | Executive Vice President, Forest Resources Management            | North Bay, Ontario                
|Stephen J. Norris     | Treasurer                                                        | Beaconsfield, Québec              
|Yves Ouellet          | Vice-President, Human Resources                                  | Temiscaming, Québec               
|Mahendra Patel        | Vice President, Engineering and Purchasing                       | North Bay, Ontario                
|Jacques Rochon        | Vice President, Information Technology                           | Temiscaming, Québec               
|Jacques Rocray        | Vice President, Environment                                      | Temiscaming, Québec               
|Jean-Louis Tétrault   | Vice President, Administration and Legal Affairs                 | St-Bruno, Québec                  
|Richard Tremblay      | Corporate Controller                                             | Temiscaming, Québec               
|Mel Zangwill          | Senior Vice President, President, Paperboard Group               | Montreal, Québec                  



During the past five years, each of the non-director officers of the Company have been engaged in their present principal occupations or in other executive capacities of the Company or with related or affiliated companies indicated opposite their name, except for Fred L. LeClair who, from January 3, 1999 to November 30, 1999 was Interim President of B.C. Packers Ltd., prior to January 10, 1998 was President and Chief Executive Officer of E.B. Eddy Forest Products Ltd ; and Thomas McAndrew Gale, who from October 1998 to December 2000 was Vice-President of Cafa Financial Corp., while concurrently acting as President and Chief Executive officer of ARC Resins International Corp. from October 1998 to present.



As at September 28, 2002, the directors and senior officers of the Company beneficially owned, as a group, or exercised control or direction over, directly or indirectly, less than 5% of the common shares outstanding.



Page 28

ITEM 9 - ADDITIONAL INFORMATION

Additional information including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities, options to purchase securities and interests of insiders in material transactions, where applicable, is contained in the Company's information circular for its most recent annual meeting of shareholders that involves the election of directors, and additional financial information is provided in the Company's comparative financial statements for its most recently completed financial year.



The Company will provide to any person, upon request to the Secretary of the Company:



1. when the securities of the Company are in the course of a distribution under a preliminary short form prospectus or a short form prospectus,
2. one copy of the Form, together with one copy of any document, or the pertinent pages of any document, incorporated by reference in the Form,
3. one copy of the comparative financial statements of the Company for its most recently completed financial year for which financial statements have been filed together with the accompanying report of the auditor and one copy of the most recent interim financial statements of the Company that have been filed, if any, for any period after the end of its most recently completed financial year,
4. one copy of the information circular of the Company in respect of its most recent annual meeting of shareholders that involves the election of directors or one copy of any annual filing, prepared instead of that information circular, as appropriate, and
5. one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus and are not required to be provided under clauses (i) (ii) or (iii); or
6. at any other time, one copy of any other documents referred to in (a), (i), (ii) and (iii), provided that the Company may require the payment of a reasonable charge if the request is made by a person who is not a security holder of the Company.





Page 29

UNDERTAKING

Tembec Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Signatures

Pursuant to the requirements of the Exchange Act, the Registrant certified 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, thereto duly authorized.





Registrant:        Tembec Inc.









/s/  Claude Imbeau					Claude Imbeau
	Vice President, General Counsel and Secretary







Date:      February 11, 2003





CERTIFICATIONS

I, Frank A. Dottori, certify that:



1.	I have reviewed this annual report on Form 40-F of Tembec Inc.;



2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (and persons performing the equivalent function);



a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6.	The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:   February 11, 2003







/s/  F. A. Dottori					Frank A. Dottori
	President and Chief Executive Officer



I, Michel Dumas, certify that:



1.	I have reviewed this annual report on Form 40-F of Tembec Inc.;



2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (and persons performing the equivalent function);



a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6.	The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:   February 11, 2003







/s/ Michel Dumas
Michel Dumas
Executive Vice President, Finance and Chief Financial Officer





LIST OF EXHIBITS

The following document is attached to this annual report on Form 40-F:

99.1	Certification of Frank A. Dottori, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2	Certification of Michel Dumas, Executive Vice President, Finance and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Tembec Inc. (the "Company") on Form 40-F for the year ended September 28, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank A. Dottori, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
3. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
4. the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.