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

# FORM 40-F

[Check one] 
[    ]    REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
[X]    ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year
ended: August 31, 2004            Commission
File Number 029872

| | ATI TECHNOLOGIES INC.                                  | 
| | ------------------------------------------------------ | 
| |                                                        | 
| | (Exact name of registrant as specified in its charter) | 

|                                   |                               
|---------------------------------- | ------------------------------
|Province of Ontario, Canada        | 5045, 3575                    
|(Province or other jurisdiction of | (Primary Standard Industrial  
|incorporation or organization)     | Classification Code Number (if
|                                   | applicable))                  

|                                          |  |                                     | 
|----------------------------------------- |  | ----------------------------------- | 
|1 Commerce Valley Drive East              |  | CT Corporation System               | 
|Markham, Ontario, Canada L3T 7X6          |  | 111 Eighth Avenue                   | 
|(905) 882-2600                            |  | New York, NY 10011                  | 
|                                          |  | (212) 894-8700                      | 
|(Address and telephone number of          |  | (Name, address (including zip code) | 
|Registrant's principal executive offices) |  | 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:    Common Shares

Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act:    None

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

[X]   Annual
information form          [X]   Audited
annual financial statements

Indicate
the number of outstanding shares of the issuers classes of capital or
common stock as of the close of the period covered by the annual report:

As at August 31, 2004249,278,125 Commom Share oustanding

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 filing number assigned to the Registrant in connection with such
Rule.

Yes  ______            No  ___X___

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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  ___X___            No  ______

The total number of pages in this document is 104
The exhibit index is located on page 7.

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# DISCLOSURE CONTROLS
AND PROCEDURES

As
of the end of the fiscal year of ATI Technologies Inc. (the Registrant), an
evaluation was carried out under the supervision of and with the participation of the
Registrants management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the U.S. Exchange Act of 1934 (the Exchange
Act)). Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls and
procedures were effective as of August 31, 2004, the end of the period covered by the
annual report to ensure that material information relating to the Registrant and its
consolidated subsidiaries would be made known to them by others within those entities.

There
has been no change in the Registrants internal control over financial reporting
during the year ended August 31, 2004 that materially affected, or that is reasonably
likely to materially affect, the Registrants internal control over financial
reporting.

As
recommended by the Securities and Exchange Commission (the SEC) in its
adopting release, we will continue to periodically evaluate our disclosure controls and
procedures and internal control over financial reporting and we will be making
modifications from time to time as deemed necessary to ensure that information is
recorded, processed, summarized and reported within the time periods specified in
the SEC rules and forms.

# AUDIT COMMITTEE
FINANCIAL EXPERT

The
Registrants board of directors has determined that it has at least one audit
committee financial expert serving on its audit committee. The board of directors has
determined that each of Mr. Alan D. Horn and John E. Caldwell is an audit committee
financial expert and is independent, as that term is defined by the National Association
of Securities Dealers, Inc.s corporate governance standards applicable to the
Registrant. The SEC has indicated that the designation of a person as an audit
committee financial expert does not impose on such person any duties, obligations or
liability that are greater than those imposed on such person as a member of the audit
committee and the board of directors in the absence of such designation or identification
and does not affect the duties, obligations or liability of any other member of the audit
committee or board of directors.

# CODE OF ETHICS

The
Registrant has adopted a code of ethics entitled ATI Code of Ethics. The ATI
Code of Ethics applies to all directors, officers and employees of the Registrant,
including the Registrants principal executive officer, principal financial officer
and principal accounting officer. The ATI Code of Ethics was filed as an exhibit to the
Registrants Form 40-F filed with the SEC on January 20, 2004 and has not been
amended since that date.

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# PRINCIPAL ACCOUNTANT
FEES AND SERVICES

KPMG
LLP billed the following fees in each of the fiscal years ended August 31, 2003 and 2004
for professional services rendered to the Registrant:

|Fees                |  | 2004        |  | 2003        | 
|------------------- |  | ----------- |  | ----------- | 
|Audit Fees1         |  | $   577,000 |  | $   308,000 | 
|Audit-Related Fees2 |  | 93,000      |  | 83,000      | 
|Tax Fees3           |  | 190,000     |  | 195,000     | 
|All Other Fees4     |  | 420,000     |  | 845,000     | 
|                   
|Total               |  | $1,280,000  |  | $1,431,000  | 
|                   

|1 |  | Audit Fees comprise professional services for the audit
of the Registrants annual financial statements, interim review procedures performed in connection with the
Registrants quarterly reports, and services normally provided in connection with the
Registrants statutory and regulatory filings. In fiscal 2004, these fees included
audit fees incurred in connection with the preparation of the Registrants Form F-10
registration statement and Canadian base shelf prospectus.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 |  | Audit-Related
Fees include fees associated
with other accounting advisory and assistance services.
|- |  | --------------------------------------------------------------------------------------------------

|3 |  | Tax Fees comprise
amounts paid for tax services including tax compliance, tax advice and tax planning.
|- |  | ------------------------------------------------------------------------------------------------------

|4 |  | All Other Fees comprise amounts
paid relating to services other than those reported in the other categories above. These fees
related to services provided to the legal counsel retained by the Board of Directors in
connection with the notice of hearing filed by staff of the Ontario Securities Commission
in January 2003.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# AUDIT
COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Registrants Board of Directors, upon the recommendation of
the Audit Committee, has adopted a written policy on auditor independence (the Policy). Under the
Policy, except in very limited circumstances, all audit and permitted non-audit services
are required to be pre-approved by the Audit Committee. The Policy prohibits the auditors
from providing the following types of non-audit services:

| |  |  | bookkeeping or other services
related to the accounting records or financial statements of the Registrant;
| | - |  | ----------------------------------------------------------------------------------------------------------

| |  |  | financial
information systems design and implementation;
| | - |  | --------------------------------------------------------

| |  |  | appraisal or valuation services, fairness
opinion, or contribution-in-kind reports;
| | - |  | -----------------------------------------------------------------------------------

| |  |  | actuarial services;
| | - |  | -------------------

| |  |  | internal audit
outsourcing services;
| | - |  | ------------------------------------

| |  |  | management functions or human resources services;
| | - |  | -------------------------------------------------

| |  |  | broker or
dealer, investment advisor or investment banking services on behalf of the Registrant; and
| | - |  | ----------------------------------------------------------------------------------------------------

| |  |  | legal services and expert services unrelated to
the audit.
| | - |  | ----------------------------------------------------------

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The Policy also permits the auditors
to provide other types of non-audit services, including tax services, but only if approved
in advance by the Audit Committee, subject to limited exceptions.

# OFF-BALANCE SHEET
ARRANGEMENTS

ATI
does not have any off-balance sheet arrangements.

# CONTRACTUAL COMMITMENTS

The disclosure
provided under Liquidity and Capital Resources  Commitments on
page 91 in Exhibit 3, Managements Discussion and Analysis of Operating Results
and Financial Position, is incorporated by reference herein.

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# UNDERTAKING AND
CONSENT TO SERVICE OF PROCESS

|A. |  | Undertaking
|-- |  | -----------

The
Registrant hereby undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to
do so by the SEC staff, information relating to the securities in relation to which the
obligation to file an annual report on Form 40F arises, or to transactions in said
securities.

|B. |  | Consent
to Service of Process
|-- |  | -----------------------------

The
Registrant has previously filed with the SEC a Form F-X in connection with the Common
Shares.

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# 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 Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

| |  | ATI TECHNOLOGIES INC.                 | 
| |  | ------------------------------------- | 
| |  |                                       | 
| |  | //David Orton//                       | 
| |  |                                       | 
| |  | David Orton                           | 
| |  | President and Chief Executive Officer | 

Date: January 14, 2005

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# EXHIBIT INDEX

|   |  |                                                                                                                                                             |  | SequentialPage No. | 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | 
|   |  |                                                                                                                                                             | 
|1. |  | Annual Information Form dated as of
                                                   January 14, 2005.                                                    |  | 8                  | 
|   |  |                                                                                                                                                             | 
|2. |  | Comparative consolidated financial statements for the year
ended August 31, 2004, together with the auditors' report thereon.                               |  | 54                 | 
|   |  |                                                                                                                                                             | 
|3. |  | Management's Discussion and Analysis of Operating Results
and Financial Position for the year ended August 31, 2004.                                        |  | 80                 | 
|   |  |                                                                                                                                                             | 
|4. |  | Consent of KPMG LLP dated September 30, 2004.                                                                                                               |  | 100                | 
|   |  |                                                                                                                                                             | 
|5. |  | Certificate of David Orton required by Rule 13a-14(a)
or Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                             |  | 101                | 
|   |  |                                                                                                                                                             | 
|6. |  | Certificate of Terry Nickerson required by
Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 2002.                         |  | 102                | 
|   |  |                                                                                                                                                             | 
|7. |  | Certificate of David Orton required pursuant to
18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.                   |  | 103                | 
|   |  |                                                                                                                                                             | 
|8. |  | Certificate of Terry Nickerson required pursuant to
18 U.S.C. Section 1350, as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.               |  | 104                | 
|   |  |                                                                                                                                                             | 
|9. |  | ATI Code of Ethics (incorporated by reference to
Exhibit 6 to the Registrant's Form 40-F (SEC File No. 000-29872) filed with the SEC on January 20, 2004).* | 

*Previously filed.