UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 40-F/A

                                 AMENDMENT NO. 1

[_]   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, 2003      Commission File Number: 1-14636


                            ABITIBI-CONSOLIDATED INC.
             (Exact name of Registrant as specified in its charter)


                                     CANADA
        (Province or other jurisdiction of incorporation or organization)

                                      2621
            (Primary Standard Industrial Classification Code Numbers)

                                    920171273
                                (I.R.S. Employer
                     Identification Number (if applicable))

        1155 Metcalfe Street, Suite 800, Montreal, Quebec, Canada H3B 5H2
                            Telephone: (514) 875-2160
   (Address and telephone number of Registrant's principal executive offices)

        CT Corporation System 111 Eighth Avenue, New York, New York 10011
                            Telephone: (212) 894-8400
            (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:

    TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
    -------------------           -----------------------------------------
    Common Shares, without        New York Stock Exchange and The Toronto
    nominal or par value          Stock Exchange


 SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                            TITLE OF EACH CLASS: None


        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

     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.
         440,174,994 Common Shares outstanding as of December 31, 2003


<PAGE>

Indicate by check mark whether the Registrant is furnishing the information
contained in this Form 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 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 [_]


This Annual Report on Form 40-F shall be incorporated by reference into, or as
an exhibit to, as applicable, the following of the registrant's Registration
Statements under the Securities Act of 1933: Form F-9 (File No. 333-106055),
Form S-8 (File No. 333-103697) and Form S-8 (File No. 333-14184).


<PAGE>

                                EXPLANATORY NOTE


            This Amendment No. 1 to the Annual Report on Form 40-F filed on May
18, 2004 (the "Original Form 40-F") of Abitibi Consolidated Inc. (the "Company")
for the fiscal year ended December 31, 2003, is being filed for the purpose of
amending Exhibit No. 2 of the Original Form 40-F.

            Specifically, due to an administrative complication the Company's
unaudited first quarter financial statements for the three months ended March
31, 2004, were included in the Original Form 40-F instead of the Company's
audited annual financial statements for the year ended December 31, 2003. With
the filing of this Amendment No. 1, the Company's audited annual financial
statements for the year ended December 31, 2003 are now included as Exhibit No.
2 to the Form 40-F. For convenience the entire Original Form 40-F, with the
correction described above, is being filed in its entirety as Amendment No. 1.
on Form 40-F/A.

            In addition, in connection with the filing of this Amendment No. 1,
we are including as exhibits certain currently dated certifications of our Chief
Executive Officer and Chief Financial Officer. This amendment does not reflect
events occurring after the filing of the Original Form 40-F or, except as
indicated, modify or update the Original Form 40-F. The filing of this amendment
shall not be deemed an admission that the Original Form 40-F included any untrue
statement of a material fact or omitted to state a material fact necessary to
make a statement not misleading.



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<PAGE>

PRINCIPAL DOCUMENTS
-------------------

The following documents have been filed as part of this Annual Report on Form
40-F:

A.    ANNUAL INFORMATION FORM

For the Company's Annual Information Form for the year ended December 31, 2003,
see Exhibit 1 of this Annual Report on Form 40-F.

B.    AUDITED ANNUAL FINANCIAL STATEMENTS

For the Company's audited consolidated financial statements for the year ended
December 31, 2003, including the report of independent chartered accountants
with respect thereto, see Exhibit 2 of this Annual Report on Form 40-F. For a
reconciliation of important differences between Canadian and United States
generally accepted accounting principles, see Note 26 of the Notes to the
Consolidated Financial Statements.

C.    MANAGEMENT'S DISCUSSION AND ANALYSIS

For Management's Discussion and Analysis for the year ended December 31, 2003,
see Exhibit 3 of this Annual Report on Form 40-F.


CONTROLS AND PROCEDURES
-----------------------

A.    DISCLOSURE CONTROLS AND PROCEDURES

The Company's chief executive officer and chief financial officer conducted an
evaluation of the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by this Annual Report. Based on
that evaluation, the chief executive officer and chief financial officer
concluded that, as of the end of the period covered by this Annual Report, the
design and operation of the Company's disclosure controls and procedures were
effective in ensuring that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within those
entities, particularly during the period in which this report was being
prepared.

B.    INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fiscal year ended December 31, 2003, there were no changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


AUDIT COMMITTEE FINANCIAL EXPERT
--------------------------------

The Board of Directors of the Company has named Gary J. Lukassen as its "audit
committee financial expert" serving on its audit committee (as defined in
paragraph 8(b) of General Instruction B to Form 40-F). Mr. Lukassen is, as are
all members of the Board of Directors of the Company other than the President
and Chief Executive Officer, "independent" as such term is defined in the New
York Stock Exchange Listed Company Manual. However, but for the transition
provisions set out in the rules of the New York Stock Exchange, Mr. David A.
Ward would not be considered independent under the New York Stock Exchange rules
because of fees paid by the Company to his law firm in 2002.

CODE OF ETHICS
--------------

The Company has adopted a code of conduct for senior management and directors
meeting the requirements of the Sarbanes Oxley Act of 2002. The Company has also
adopted a code of conduct for non-unionized employees. Both codes are published
on the Company website at www.abitibiconsolidated.com. The Company will provide
any person, upon request to the Secretary of the Company, with a copy of the
codes of conduct free of charge.


                                                                               3
<PAGE>

No waivers were granted from the Company's codes of conduct in 2003. In December
2003, the Corporate Governance Committee approved some amendments to both codes
of conduct pertaining to the reporting of concerns and complaints, as disclosed
on the Company website at www.abitibiconsolidated.com. The Company also intends
to disclose on its website any subsequent amendment to the codes of conduct or
waiver thereof extended to a director or officer of the Company, as required by
applicable securities legislation and stock exchange rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------------------------------------

PricewaterhouseCoopers LLP ("PwC") has served as the principal accountant for
the audit of the Company's annual financial statements since the merger of
Abitibi-Price Inc. and Stone-Consolidated Corporation on May 30, 1997. Prior to
this merger, PwC was serving as the principal accountant for the audit of both
Abitibi-Price Inc.'s and Stone-Consolidated Corporation's annual financial
statements. The aggregate amounts billed by PwC to the Company for each of the
last two fiscal years for audit fees, audit-related fees, tax fees and all other
fees, including expenses, are set forth below.

AUDIT FEES: The aggregate fees billed for each of the last two fiscal years of
the Company, ending December 31, 2002 and December 31, 2003, for professional
services rendered by PwC for the audit of its annual financial statements or
services that are normally provided by PwC in connection with statutory and
regulatory filings or engagements for those fiscal years are $1.3 million and
$1.2 million, respectively.

AUDIT-RELATED FEES: The aggregate fees billed for each of the last two fiscal
years of the Company, ending December 31, 2002 and December 31, 2003, for
audit-related services by PwC were $0.1 million and $0.2 million, respectively.
Audit-related services are services for assurance and related services that are
typically performed by the independent puplic accountant. The Company's Audit
Committee approved all of the noted services.

TAX FEES: The aggregate fees billed for each of the last two fiscal years of the
Company, ending December 31, 2002 and December 31, 2003, for professional
services rendered by PwC for tax-related services were $0.9 million and $0.4
million, respectively. Tax-related services are services for tax compliance, tax
advice and tax planning. The Company's Audit Committee approved all of the noted
services.

ALL OTHER FEES: The aggregate fees billed for each of the last two fiscal years
of the Company, ending December 31, 2002 and December 31, 2003, for all other
professional services rendered by PwC were $0.2 million and $0, respectively.
All other services are services for any services not included in the first three
categories. The Company's Audit Committee approved all of the noted services.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES:

The Audit Committee has adopted the following policy and procedures regarding
the engagement of the Company's auditors.

At its July meeting, the auditors must submit for approval to the committee an
engagement letter outlining the scope of the audit services, including all
statutory engagements as required under securities and corporate laws, proposed
to be performed during the fiscal year. This letter of engagement must include a
fee proposal for all audit services proposed to be rendered during the fiscal
year. This letter of engagement must also outline the scope of the services
proposed to be performed in connection with the review of the interim
consolidated financial statements for the first and second quarters of the
following fiscal year, prior to the appointment of the auditors by the
shareholders at the Company's annual shareholders meeting. The engagement letter
must also include a specific list of permissible audit-related and non-audit
services that are generally expected and necessary in the normal course of the
Company's business, and that the Company's management recommends the committee
engage the auditors to provide.


                                                                               4
<PAGE>

At the request of the Company's management, the committee may approve additional
services. In such circumstances, the auditors must issue separate engagement
letters for each additional service. Such engagement letters must confirm to the
committee, and management must also confirm, that the proposed services are
permissible under all applicable securities legislation or regulation.

To ensure the prompt handling of day-to-day tax-related matters, the Company's
management may request the committee to pre-approve a maximum periodic amount of
tax-related services that may be rendered by the auditors on a pre-identified
list of specific tax-related matters until the next regular meeting of the
committee.

To ensure prompt handling of unexpected matters, the committee delegates to its
Chairman the authority to approve additional services. Based on the materiality
of the proposed services, the Chairman may decide that a special meeting of the
committee is necessary in order to assess the proposal. The Chairman reports on
any action taken to the committee at its next regular meeting.

The committee is informed routinely as to the status and estimated fees
regarding services actually provided by the auditors pursuant to these
pre-approval procedures.

The auditors and management must ensure that all audit, audit-related and
non-audit services provided to the Company have been approved by the Committee.
The Vice-President and Corporate Controller is responsible for tracking all
auditors' fees against the estimates for such services and report to the
committee at its regular meetings.

As required by the Sarbanes-Oxley Act of 2002, all audit, audit-related and
non-audit services rendered by PwC pursuant to engagements entered into since
May 6, 2003 were pre-approved by the Audit Committee pursuant to the Company's
policy and pre-approval procedures. In 2003, no audit-related or non-audit
services rendered by the auditors were required to be approved by the Audit
Committee pursuant to the DE MINIMIS exception set out in paragraph (c)(7)(i)(C)
of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

The Company has ongoing programs to sell up to US$500 million of accounts
receivable, with minimal recourse, to major financial institutions. Under these
programs, the outstanding balance in Canadian dollars, as at December 31, 2003
was $504 million compared to $472 million at December 31, 2002.

CONTRACTUAL OBLIGATIONS
-----------------------

<TABLE>
<CAPTION>
Summary of Contractual Obligations
(In millions of dollars)                                     Total commitments by period
                                       ----------------------------------------------------------------------------------------
                                         Total Commitments     Within 1 year     1-3 years       4-5 years     After 5 years
                                       ----------------------------------------------------------------------------------------
<S>                                      <C>                   <C>               <C>             <C>           <C>
Long-term debt                                 4,955                314            1,117            813            2,711

Capital leases                                     3                  3               --             --               --

Operating leases                                  72                 20               25             12               15

Purchase obligations                             119                119               --             --               --
                                       ----------------------------------------------------------------------------------------
TOTAL CONTRACTUAL OBLIGATIONS                  5,149                456            1,142            825            2,726
                                       ========================================================================================
</TABLE>





                                                                               5
<PAGE>

AUDIT COMMITTEE
---------------


The Company has a separately designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. Since April 23, 2003,
the Audit Committee has been comprised of Ms. Lise Lachapelle and Messrs. C.
Edward Medland, William E. Davis, Gary J. Lukassen and David A. Ward. Mr. Ward
resigned from the Audit Committee in December 2003. Mr. Medland chairs the Audit
Committee.


DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
----------------------------------------------------------------------

A.    PRESIDING DIRECTOR AT MEETINGS OF NON-MANAGEMENT DIRECTORS

The Company schedules executive sessions at the end of every regular board
meeting in which the Company's "non-management directors" (as that term is
defined in the rules of the New York Stock Exchange) meet without management
participation. The Chair of the Company's Board of Directors serves as the
presiding director (the "Presiding Director") at such sessions.

B.    COMMUNICATION WITH NON-MANAGEMENT DIRECTORS

Shareholders may send communications to the Company's non-management directors
by writing to the Presiding Director, c/o Sylvie Robitaille, Assistant
Secretary, Abitibi-Consolidated Inc., 1155 Metcalfe Street, Suite 800, Montreal,
Quebec, Canada H3B 5H2. Communications will be referred to the Presiding
Director for appropriate action. The status of all outstanding concerns
addressed to the Presiding Director will be reported to the Board of Directors
as appropriate.

C.    CORPORATE GOVERNANCE GUIDELINES

In accordance with Section 303A.09 of the NYSE Listed Company Manual, the
Company has adopted a set of corporate governance practices, which are posted on
the Company's website at www.abitibiconsolidated.com.

D.    BOARD COMMITTEE CHARTERS

The charters of the Company's Audit Committee, Corporate Governance Committee
and Human Resources and Compensation Committee are each available for viewing on
the Company's website at www.abitibiconsolidated.com, and are available in print
to any shareholder who requests them. Requests for copies of these documents
should be made by contacting: Jacques P. Vachon, Senior Vice-President,
Corporate Affairs & Secretary, Abitibi-Consolidated Inc., 1155 Metcalfe Street,
Suite 800, Montreal, Quebec, Canada H3B 5H2.





                                                                               6
<PAGE>


                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS


UNDERTAKING

The Company 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.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed a Form F-X in connection with the class of
securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of the
Company shall be communicated promptly to the Commission by an amendment to the
Form F-X referencing the file number of the relevant registration statement.


                                   SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company 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.


Dated this 7th day of June, 2004.

                                             ABITIBI-CONSOLIDATED INC.



                                             By: /s/ Jacques P. Vachon
                                                 -------------------------
                                                 Name: Jacques P. Vachon
                                                 Title: Senior Vice-President,
                                                 Corporate Affairs & Secretary



                                                                               7
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION
-----------     -----------

1.              Annual Information Form for the year ended December 31, 2003.

2.              Audited consolidated financial statements for the year ended
                December 31, 2003, including the report of independent chartered
                accountants with respect thereto (for a reconciliation of
                important differences between Canadian and United States
                generally accepted accounting principles, see Note 26 of the
                Notes to the Consolidated Financial Statements).

3.              Management's Discussion and Analysis for the year ended December
                31, 2003.

4               Certification of Chief Executive Officer pursuant to Rule
                13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

5               Certification of Chief Financial Officer pursuant to Rule
                13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

6               Certification of Chief Executive Officer pursuant to Rule
                13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
                United States Code (18 U.S.C. 1350).

7               Certification of Chief Financial Officer pursuant to Rule
                13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
                United States Code (18 U.S.C. 1350).

8               Consent of PricewaterhouseCoopers LLP, independent chartered
                accountants.





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