U.S. SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C.
20549FORM 40-F

Registration Statement Pursuant to
      Section 12 of the Securities Exchange Act of 1934 orAnnual 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 30, 2006                                                                                                                                                      |  | 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                                                                                               
|Telephone: **(514) 871-0137******(Address and telephone
      number of Registrants principal executive offices)                                                      
|                                                                                                                                                                       
|                                                                                                                                                                       
|Richard B. Raymer, Esq., Hodgson Russ
      LLP                                                                                                                        
|One M&T Plaza, Suite
  2000                                                                                                                                            
|Buffalo, New York 14203                                                                                                                                                
|Telephone: **(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**                                                                                                                                                                 |  | **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                                                                                                                                                         
|                                                                                                                                                                       

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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.                                                                               
|                                                                                                                                
|85,616,232 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 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 | 
|--- |  | -- | 



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Disclosure Controls and
Procedures

As of the
end of the Registrants fiscal year ended September 30, 2006, 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 management with the participation of the President and Chief
Executive Officer and Executive Vice-President, Finance and Chief Financial
Officer. Based upon that evaluation, the Registrants President and Chief
Executive Officer and Executive Vice-President, Finance and Chief 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 President and Chief Executive Officer and Executive
Vice-President, Finance and Chief Financial Officer, to allow timely decisions
regarding required disclosure.

It should
be noted that while the Registrants President and Chief Executive Officer and
Executive Vice-President, Finance and Chief Financial Officer believe that the
Registrants disclosure controls and procedures provide a reasonable level of
assurance that they are effective, 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.

Management Report on Internal Control
Over Financial Reporting

The
Registrants management is responsible for establishing and maintaining adequate
internal control over financial reporting to provide reasonable assurance
regarding the reliability of the Registrants financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Registrants internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records, that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Registrant; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Registrant are
being made only in accordance with authorizations of management and directors of
the Registrant; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of Registrants
assets that could have a material effect on the financial statements. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatement.

Management assessed the Registrants internal control over financial
reporting as of September 30, 2006, the end of its fiscal year. Management based
its assessment on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Managements assessment included evaluation of such elements as the
design and operating effectiveness of key financial reporting controls, process
documentation, accounting policies, and the Registrants overall control
environment.

Based on
its assessment, management has concluded that the Registrants internal control
over financial reporting was effective as of the end of the fiscal year to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external reporting purposes in
accordance with generally accepted accounting principles.

|[Signed]                                    |  | [Signed]                                   
|------------------------------------------- |  | -------------------------------------------
|                                            |  |                                            
|                                           
|James M. Lopez                              |  | Michel Dumas                               
|President and Chief
      Executive Officer |  | Executive Vice-President,
      Finance and
|                                            |  | Chief Financial
      Officer              

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Changes in Internal Controls Over
Financial Reporting

During
the fiscal year ended September 30, 2006, 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.

Audit Committee Financial
Expert

The Board
of Directors of the Registrant has determined that Messrs. Gilles Chevalier
(Chairman) and Norman M. Betts 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 52-110Audit
Committees, and would be considered
independent as defined in Rule 10A-3(b) under the Securities Exchange Act of
1934.

Code of Ethics

The
Registrant has adopted a Code of Ethics and Business Conduct that applies to its
President and Chief Executive Officer and Executive Vice-President, Finance and
Chief 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 Conduct during the period
covered by this report.

The
Registrants Code of Ethics and Business Conduct is available on the
Registrants website atwww.tembec.comand has been filed by
the Registrant atwww.SEDAR.comand under cover of form
6-K on the SECs website atwww.sec.govon November 30,
2005.

Principal Accountant Fees and
Services

The
disclosure provided under the headingsExternal Auditor Service FeesandPolicies and Procedures for the Engagement of
Audit and Non-Audit Servicesset forth in
Sections 8.2.4 and 8.2.5, respectively, 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 38 in Managements Discussion and Analysis 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,

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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.

On December
22, 2005, 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 INC.
|----- |  | ----------------- |  | -----------
|DATE: |  | December 21, 2006 |  | By:        
|      |  |                   |  | Name:      
|      |  |                   |  | Title:     
|      |  |                   |  |            

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EXHIBITS

The 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 30, 2006.                                                                                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|99.2  | Managements Discussion and Analysis for the fiscal year ended September 30, 2006.                                                                                                    
|     
|99.3  | The Audited Consolidated Financial Statements of Tembec Inc. for the fiscal year ended September 30, 2006, including report of independent chartered accountants with respect thereto.
|     
|99.4  | Reconciliation to United States GAAP                                                                                                                                                  
|     
|99.5  | Management Information Circular dated December 12, 2006                                                                                                                               
|     
|99.6  | Consent of KPMG, LLP                                                                                                                                                                  
|     
|99.7  | Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated December 21, 2006.                                         
|     
|99.8  | Certification of the Executive Vice-President, Finance and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated December 21, 2006.                 
|     
|99.9  | Certification of the President and Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 dated December 21, 2006.                                         
|     
|99.10 | Certification of the Executive Vice-President, Finance and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 dated December 21, 2006.                 
|     

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