**UNITED STATES**

**SECURITIES ANDEXCHANGE COMMISSION**

**WASHINGTON, D.C.20549**

** **

**FORM 20-F/A**

**(Amendment No. 2)**

**(Mark One)**

** **

**OR**

**       **** For the fiscal year ended December 31, 2007**
**OR**
**o ****TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**OR**
**o ****SHELL COMPANY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
 

Date of eventrequiring this shell company report................... 
** **

**For the transition period from ___________________________** to_______________________           

   

 Commission filenumber _____________________          ______________________________________________          

   

**ABITIBI-CONSOLIDATED INC.**
 (Exact name ofRegistrant as specified in its charter) 

  

	 N/A 
(Translation ofRegistrant's name into English) 

   

	 Quebec, Canada 
 (Jurisdiction ofincorporation or organization) 

   

**1155 Metcalfe Street, Suite 800, Montreal, Quebec, Canada H3B 5H2**
 (Address ofprincipal executive offices) 

   

Securities registeredor to be registered pursuant to Section 12(b) of the Act.   

Title of each class                                      Name of each exchange on whichregistered 

  

None 
 (Title of Class) 

  

Securities registeredor to be registered pursuant to Section 12(g) of the Act. 

  

None 
 (Title of Class) 

SEC 1852 (03-07) 

  

Securities for whichthere is a reporting obligation pursuant to Section 15(d) of the Act. 

 

  

**1**

 

 

None 
 (Title of Class) 

  

Indicate the numberof outstanding shares of each of the issuer's classes of capital or common stockas of December 31, 2007. 

[________] 
  

  

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. 

  

(   ) Yes                ( X )No 

  

If this report is anannual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. 

  

(   ) Yes                ( X )No 

  

Note - Checking thebox above will not relieve any registrant required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 from theirobligations under those Sections. 

  

  

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past90 days. 

  

(   ) Yes                ( X ) No	

  

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of ''accelerated filer and largeaccelerated filer'' in Rule 12b-2 of the Exchange Act. (Check One): 

  

Large accelerated filer  
Accelerated filer  
Non-accelerated filer
X
  

  

Indicate by checkmark which financial statement item the registrant has elected to follow. 

  

(   ) Item 17          ( X ) Item 18 

  

If this is an annualreport, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act). 

(   ) Yes                ( X ) No 

  

  

(APPLICABLE ONLY TOISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) 

  

Indicate by checkmark whether the registrant has filed all documents and reports required to befiled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.	

  

(   ) Yes                (  ) No 

**2**

 

**EXPLANATORY STATEMENT**

  

               Abitibi-Consolidated Inc. is filing this Amendment No. 2 on Form 20-F/A (this''Amendment'') to its Annual Report on Form 20-F for the fiscal year endedDecember 31, 2007, originally filed on March 31, 2008 (the ''Original Filing'')and amended on April 10, 2008 (the ''Amendment No. 1''), for the sole purpose ofamending the certifications required under Rule 13a-14 of the SecuritiesExchange Act of 1934, as amended.  These certifications now include certainlanguage required by Rule 13a-14 that was inadvertently omitted from thecertifications when filed with the Original Filing and the Amendment No. 1.   	

                Except for thefiling of the amended certifications as described above, this Amendment does notmodify or update any of the disclosures contained in the original filing toreflect any events that occurred at a later date. 

  

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** **
**ABITIBI-CONSOLIDATED INC.FORM 20-F/A**

**Amendment No. 2For the year ended December 31, 2007TABLE OF CONTENTS**

  
**Part III**

 

  
Item 19 
Exhibits 

 
  
Section 302		President and Vice President and Treasurer Certifications 
  
   

**4**

     

**PART III**

** **

**Item 19. Exhibits**

** **

   The following exhibits have been filed as part of this AnnualReport: 

               

  
(1) 
Exhibits		(numbered in accordance with Item 601 of Regulation S-K): 
  
  
  
  
  
**Exhibit No.**
  
**Description**
   
  
 

31.1**   
  
 

Certification of President		Pursuant to Section 302. 
  
  
  
  
  
   
  
31.2**   
  
Certification of Vice		President and Treasurer Pursuant to Section 302. 
  
  
  
  
   
  
    
 

** Filed		with this Form 20-F/A. 
  
  
  
   

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** **
**SIGNATURES**

                 The Company herebycertifies that it meets all of the requirements for filing on Form 20-F/A andthat it has duly caused and authorized the undersigned to sign this AnnualReport on its behalf.   

  
  
  
  
**Abitibi-Consolidated			Inc.**
 			  
 			  
 			  
  
  
  
  
Per:  /s/ John W. Weaver
  John W. Weaver 
President 
  
 
  
  
  
			Date: May 30, 2008
  
  
  
  
  
  
  
Per:  
/s/				William G. Harvey
  William G. Harvey 
Vice President and Treasurer 
  
 
  
  
  Date: May 30,			2008
** **

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