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

FORM 40-F



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        | 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 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.

Guarantee
      of Senior Notes of Tembec Industries Inc. due June 30, 2009Guarantee
      of Senior Notes of Tembec Industries Inc. due February 1, 2011Guarantee of Senior Notes of
      Tembec Industries Inc. 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.

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

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 Audit
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
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 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
for 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 External Auditor
Service Feesand
Policies 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



Tabular Disclosure of Contractual Obligations

The disclosure provided on the
bottom of page 46 and the top of page 47 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, 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.

On December 20, 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, 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           | Management's
    Discussion and Analysis for the fiscal year ended September 24, 2005.                                                                                                                                                                                                                                                                                                                          
|99.3           | The audited
    Consolidated Financial Statements of Tembec 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)
|99.4           | Consent of KPMG,
    LLP                                                                                                                                                                                                                                                                                                                                                                                        
|99.5           | Certification of
    the Chief Executive Officer  pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002 dated December 21, 2005                                                                                                                                                                                                                                                                         
|99.6           | Certification of
    the Chief Financial Officer pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002 dated December 21, 2005                                                                                                                                                                                                                                                                          
|99.7           | Certification of
    the Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 dated December 21, 2005.                                                                                                                                                                                                                                                                         
|99.8           | Certification of
    the Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 dated December 21, 2005.                                                                                                                                                                                                                                                                         



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