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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 December 31, 2002         Commission File Number 0-27096

AIR CANADA

Incorporated: Canada


Primary Standard Industrial Classification Code Number: 4512
I.R.S. Employer Identification Number: 13-1394887

7373 Cote-Vertu West Blvd., Saint-Laurent, Quebec, Canada H4Y H4
(514) 422-5000

Michel Leblanc
Manager, Payroll
Administration, U.S.
4890 West Kennedy Boulevard
Suite 250
Tampa, Florida 33609
813-287-3895(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: None

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

Title of Class
Common Shares
Class A Non-Voting 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 each of the Issuers classes of
capital or common stock as of the close of the period covered by the annual
report:

Shares outstanding at December 31, 2002
  79,070,223           Common Shares
  41,114,883           Class A Non-Voting Common Shares
  10,000,000           Class A Convertible Participating Non-Voting
  Preferred Shares, Series 1

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also 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 file 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 3 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 [ X ]           No [    ]





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CONTENTS

Please find enclosed an English copy of the Registrants Annual Information
Form dated May 15, 2003, an English copy of the Registrants Annual Report
dated December 31, 2002, including the Registrants audited financial
statements, and the consent of the Registrants independent chartered
accountants, PricewaterhouseCoopers LLP.





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EXHIBITS



|1. |  | Annual Information Form dated May 15, 2003                                                                                   
|-- |  | -----------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations and Annual Audited Financial Statements
|  
|3. |  | Consent of Independent Accountants                                                                                           
|  
|4. |  | Certifications                                                                                                               





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UNDERTAKING

The Registrant 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 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.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are defined by the Securities and Exchange
Commission as those controls and other procedures that are designed to ensure
that information required to be disclosed by the Registrant in reports filed or
submitted by it under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms. The Registrants Chief
Executive Officer and Chief Financial Officer have evaluated the Registrants
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.

Since the most recent evaluation of the Registrants internal controls, there
have not been any significant changes in the Registrants internal controls or
in other factors that could significantly affect internal controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

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





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EXHIBIT LIST

|        |  |                                                                                                                                                   |  |  |       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------
|Exhibit |  |                                                                                                                                                   |  |  | Page  
|Number  |  | Document                                                                                                                                          |  |  | Number
|        |  |                                                                                                                                                   |  |  |       
|1       |  | Annual Information
          Form dated May 15, 2003                                                                                              |  |  |       
|2       |  | Management's
          Discussion and Analysis of Financial Condition and Results
          of Operations and Annual Audited Financial Statements |  |  |       
|3       |  | Consent of Independent
          Accounts                                                                                                         |  |  |       
|4       |  | Certifications                                                                                                                                    |  |  |       
|        |  |                                                                                                                                                   |  |  |       





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this report
to be signed on its behalf
by the undersigned, thereunto duly authorized.

AIR CANADA

|    |                                           |  | 
|--- | ----------------------------------------- |  | 
|By: | Johanne
        Drapeau, Deputy Secretary
|    |                                           | 
|    | Name:                                     |  | 
|    |                                           |  | 
|    | Title:                                    |  | 
|    |                                           |  | 

Dated: June 3, 2003