UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 40-F

|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934   
|- | ---------------------------------------------------------------------------------------
|ý | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number 333-105024

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CASCADES INC.(Exact name of registrant as specified in its charter)

Not Applicable(Translation of Registrant's name into English)

Quebec, Canada(Province or other jurisdiction of incorporation or organization)

2600(Primary Standard Industrial Classification Code Number)

98-0140192(I.R.S. Employer Identification Number)

404 Marie-Victorin Blvd.
Kingsey Falls, Quebec
Canada J0A 1B0
(819) 363-5100(Address and telephone number of Registrant's principal executive offices)

Cascades USA Inc.
148 Hudson River Road
Waterford, NY 12188
(518) 238-1900(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:

Not
Applicable.

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

Not
Applicable.

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

71/4%
Senior Notes due 2013

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

|ý    Annual information form |  | ý    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:

81,361,580
shares of common stock outstanding as of December 31, 2004

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

Yes    o    82-

No    ý


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    ý

No    o




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Undertaking

Cascades Inc. (the "Registrant" or "Cascades" or the "Company") undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the staff of the Securities and Exchange Commission ("SEC"), and to furnish promptly, when requested to do so by the SEC 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.

The
Company has concurrently filed a Form F-X/A, changing the name and address of the Company's agent for service, in connection with the class of securities in
relation to which the obligation to file this report arises.

Annual Audited Consolidated Financial Statements

For Annual Audited Consolidated Financial Statements, including the Auditors' Report with respect thereto, see pages 39 to 85 and part of page 39, respectively of
Cascades' 2004 Annual Report attached hereto as Exhibit 13.2. See Note 24 of the Notes to the Audited Consolidated Financial Statements on pages 76 through 84 of Cascades' 2004 Annual
Report, reconciling the important differences between Canadian and United States generally accepted accounting principles.

Management's Discussion and Analysis

For management's discussion and analysis of financial position and results of operations, see pages 16 to 38 of Cascades' 2004 Annual Report attached hereto as
Exhibit 13.3.

Evaluation of Disclosure Controls and Procedures

The Registrant conducted an evaluation (under the supervision and with the participation of the Registrant's management, including the Chief Executive Officer and
Chief Financial Officer as of December 31, 2004), pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of the
effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on this evaluation, the Registrant's Chief Executive Officer and Chief Financial Officer
concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by the registrant in reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. It should be noted that while the Registrant's Chief Executive Officer and Chief
Financial Officer believe that the Registrant's disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Registrant's disclosure
controls and procedures or internal control over financial reporting will prevent all errors and fraud. 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.

Changes in Internal Controls

There was no change in the Registrant's internal control over financial reporting that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Code of Ethics

For a discussion of the Company's Code of Ethics, see pages 19 to 20 of Cascades' Annual Information Form ("AIF") for the year ended December 31, 2004
attached hereto as Exhibit 13.1. There were neither amendments to nor waivers, including implicit waivers, from any provision of the Code of Ethics during the fiscal year ended
December 31, 2004 that applied to the Company's principal

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executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Audit Committee

The Registrant has a separately designated standing audit committee established in accordance with section 3(a) (58) (A) of the Exchange Act. The
Audit Committee is composed entirely of directors who are "independent", as such term is defined in the listing standards of the New York Stock Exchange. All members of the Audit Committee are
financially literate and there are two "audit committee financial experts". In considering criteria for the determination of financial literacy, the Board of Directors considers the ability to read
and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can
reasonably be expected to be raised by the Registrant's financial statements. In determining who the "audit committee financial experts" are, the Board of Directors and the Audit Committee have
considered the attributes described by the SEC. The "audit committee financial experts" are André Desaulniers and Robert Chevrier. The other member of the Audit Committee is Laurent
Verreault.

Principal Accountant Fees and Services

The aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the Company for the 2004 and 2003 fiscal years are shown in the table
below:

Fees in Canadian dollars

Year Ended
December 31, 2004

Year ended
December 31, 2003Audit Fees

$
1,525,000

$
1,114,200Audit-Related Fees

$
288,267

$
1,050,074Tax Fees

$
293,370

$
146,456All Other Fees


N/A


N/ATotal

$
2,106,637

$
2,310,730


The
nature of each category of fees is described below:

Audit
Fees:    Includes services provided by the independent auditor in connection with statutory and regulatory filings and audit of the annual financial statements of the
Company.

Audit
Related Fees:    Includes services provided by the independent auditor in connection with the Company's issuance of Senior Notes as well as consultations on accounting
and regulatory matters.

Tax
Fees:    Includes services rendered by the independent auditor mainly for tax compliance.

All
other Fees:    Non applicable

Audit And Non-Audit Services Pre-Approval Policy

The
Company's Audit Committee (the "Committee") has adopted a Pre-approval Policy and Procedures for services provided by the Company's independent auditors,
PricewaterhouseCoopers LLP which sets forth the procedures and the conditions pursuant to which permissible services proposed to be performed by external auditors are pre-approved. Under
the terms of the policy, services that involve annual fees of less than $35,000 are pre-approved. The Committee has delegated to the Chairman of the Committee pre-approval
authority for any services not previously approved by the Committee that involve the payment of unbudgeted fees in excess of $35,000 up to a maximum of $50,000. Services that involve fees of more than
$50,000 require pre-approval of all the members of the Committee.

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Off-Balance Sheet Arrangements

For a discussion of off-balance sheet arrangements, please see the section entitled "Off-Balance Sheet Arrangements" on page 27 of
Cascades' Management's Discussion and Analysis of Financial Position and Operating Results (which is incorporated by reference in Cascades' AIF) and attached hereto as Exhibit 13.3.

Tabular Disclosure of Contractual Obligations

For a tabular disclosure and discussion of contractual obligations, please see the section entitled "Contractual Obligations and other commitments" on page 27 of
Cascades' Management Discussion and Analysis of Financial Position and Operating Results (which is incorporated by reference in the AIF) and attached hereto as Exhibit 13.3.

Forward-Looking Statements

Certain statements in this annual report on Form 40-F or in documents incorporated by reference are forward-looking statements (as such term is
defined under the United States Private Securities Litigation Reform Act of 1995) based on current expectations. The accuracy of such statements is subject to a number of risks, uncertainties and
assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, decreases in demand for the Company's
products, increases in raw material costs, changes in the relative values of certain currencies, fluctuations in selling prices, adverse changes in general market and industry conditions. Reference is
made to the section entitled "Business Risks" on page 20
of the AIF and to the section entitled "Quantitative and Qualitative Disclosures Regarding Market Risk" on pages 31 to 33 in Cascades' Management's Discussion and Analysis of Financial Position and
Operating Results" (which is incorporated by reference in the AIF) and attached hereto as Exhibit 13.3.

Consequently,
all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results on developments
anticipated by the Company will be realized. The Company undertakes no obligation to update or revise any forward-looking statements.

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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, thereto duly authorized,

| |  | CASCADES INC.
| |  | -------------
| |  | By:          
| |  | Name:        
| |  | Title:       
| |  | Date:        

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EXHIBIT INDEX

|Exhibit Number |  | Description of Exhibit (and document from which incorporated by reference if applicable)                                                                                                                                                                                                                                                          |  | Note
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|1.1            |  | Purchase Agreement, dated as of January 31, 2003, among Cascades Inc., certain of the Company's subsidiaries, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc., as representatives of the Initial Purchasers named
therein                                                                                                                 |  | (C) 
|1.2            |  | Amendment, dated February 4, 2003, to the Purchase Agreement, dated as of January 31, 2003, among Cascades Inc., certain of the Company's subsidiaries, Salomon Smith Barney Inc. and Scotia Capital (USA) Inc., as representatives of the Initial
Purchasers named therein                                                                       |  | (C) 
|1.3            |  | Purchase Agreement, dated as of June 30, 2003, among Cascades Inc., certain of the Company's subsidiaries, and Citigroup Global Markets Inc., as representative of the Initial Purchasers named therein                                                                                                                                           |  | (C) 
|1.4            |  | Purchase Agreement, dated as of November 23, 2004, among Cascades Inc., certain of the Company's subsidiaries, CIBC World Markets Corp. and Scotia Capital (USA) Inc., as representatives of the Initial Purchasers named therein                                                                                                                 |  | (C) 
|3.1            |  | Articles of Amalgamation of Cascades Inc. filed with the Inspector general of financial institutions of Quebec on January 10, 2004                                                                                                                                                                                                                |  | (C) 
|3.2            |  | By-laws of Cascades Inc., as amended                                                                                                                                                                                                                                                                                                              |  | (B) 
|4.1            |  | Indenture, dated as of February 5, 2003, between Cascades Inc., the Subsidiary Guarantors named therein and The Bank of New York, as Trustee                                                                                                                                                                                                      |  | (A) 
|4.2            |  | First Supplemental Indenture, dated May 30, 2003, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York, as
Trustee                                                                                               |  | (B) 
|4.3            |  | Second Supplemental Indenture, dated December 30, 2003, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York, as
Trustee                                                                                         |  | (C) 
|4.4            |  | Third Supplemental Indenture, dated March 16, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and The Bank of New York, as
Trustee                                                                                              |  | (C) 
|4.5            |  | Fourth Supplemental Indenture, dated July 8, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantor named therein and The Bank of New York, as
Trustee                                                                                               |  | (C) 
|4.6            |  | Fifth Supplemental Indenture, dated August 26, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York, as
Trustee                                                                                            |  | (C) 
|4.7            |  | Sixth Supplemental Indenture, dated November 30, 2004, to the Indenture, dated February 5, 2003, among Cascades Inc., the Existing Subsidiary Guarantors named therein, the New Subsidiary Guarantors named therein and The Bank of New York, as
Trustee                                                                                          |  | (C) 
|10.1           |  | Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades Arnsberg GhbH, The Bank of Nova Scotia, as
administrative and collateral agent, and the financial institutions named therein, as lenders |  | (B) 
|               |  |                                                                                                                                                                                                                                                                                                                                                   |  |     

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|10.2 |  | First Amendment, dated March 31, 2003, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades
Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders             |  | (C)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|10.3 |  | Second Amendment, dated December 17, 2003, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades
Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders         |  | (C)
|10.4 |  | Third Amendment Agreement, dated January 23, 2004, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A.,
Cascades Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders |  | (C)
|10.5 |  | Fourth Amendment, dated March 26, 2004, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades
Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders            |  | (C)
|10.6 |  | Fifth Amendment, dated December 27, 2004, to the Credit Agreement, dated as of February 5, 2003, among Cascades Inc., Cascades Boxboard Group Inc., Cascades SPG Holding Inc., Cascades Boxboard U.S. Inc., Cascades G.P.S. S.A., Cascades S.A., Cascades
Arnsberg GhbH, The Bank of Nova Scotia, as administrative and collateral agent, and the financial institutions named therein, as lenders          |  | (C)
|13.1 |  | Annual Information Form for the year ended December 31, 2004                                                                                                                                                                                                                                                                                                                                                |  | (C)
|13.2 |  | Audited Consolidated Financial Statements for the year ended December 31, 2004 together with the Auditors' Report thereon                                                                                                                                                                                                                                                                                   |  | (C)
|13.3 |  | Management's Discussion and Analysis for the year ended December 31, 2004                                                                                                                                                                                                                                                                                                                                   |  | (C)
|23.1 |  | Independent Auditors' Consent                                                                                                                                                                                                                                                                                                                                                                               |  | (C)
|31.1 |  | CEO 302 Certification                                                                                                                                                                                                                                                                                                                                                                                       |  | (C)
|31.2 |  | CFO 302 Certification                                                                                                                                                                                                                                                                                                                                                                                       |  | (C)
|32.2 |  | CEO and CFO 906 Certification                                                                                                                                                                                                                                                                                                                                                                               |  | (C)
|99.1 |  | Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences                                                                                                                                                                                                                                                                                                                                  |  | (C)

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