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

                                    FORM 40-F

[ ]  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, 2004      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
   nominal or par value


 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, 2004


<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 S-8 (File No. 333-103697),
Form S-8 (File No. 333-14184) and Form F-10 (File No. 333-123117).


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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, 2004,
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, 2004, 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 30 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, 2004,
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 such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities and Exchange Act of 1934, as amended), 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.

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.

B.       INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fiscal year ended December 31, 2004, 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


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<PAGE>

and Chief Executive Officer, "independent" as such term is defined in the New
York Stock Exchange Listed Company Manual.


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.

No waivers were granted from the Company's codes of conduct in 2004. The Company
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

(except as noted, all dollar amounts herein are in Canadian dollars)

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, 2003 and December 31, 2004, 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 $1.2 million and
$1.5 million, respectively.

AUDIT-RELATED FEES: The aggregate fees billed for each of the last two fiscal
years of the Company, ending December 31, 2003 and December 31, 2004, for
audit-related services by PwC were $0.2 million for both years. Audit-related
fees are fees for assurance and related services, including audit services
relating to litigation, that are typically performed by the independent public
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, 2003 and December 31, 2004, for professional
services rendered by PwC for tax-related services were $0.4 million for both
years. 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, 2003 and December 31, 2004, for all other
professional services rendered by PwC were $0 for both years, since no services
under this category of fees were provided. All other fees are fees for any
services not included in the first three categories.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES:

In 2003, the Audit Committee adopted a policy and procedures regarding the
engagement of the Company's auditors, which are summarized below.

At its July meeting, the auditors must submit for approval to the Audit
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


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<PAGE>

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 interim
review of the quarterly consolidated financial statements for the first and
second quarters of the following fiscal year, prior to the appointment of PwC as
auditors by the shareholders at the Company's next annual meeting. In addition,
the engagement letter may 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
("Management") recommends the Audit Committee engage the auditors to provide.

At the request of Management, the Audit Committee may approve additional audit
services and permissible audit-related and non-audit services. In such
circumstances, the auditors must issue separate engagement letters for each
additional service. Such engagement letters must confirm to the Audit Committee,
and Management must also confirm, that the proposed services are permissible
under all applicable securities legislation or regulations.

To ensure the prompt handling of day-to-day tax-related matters, Management may
request the Audit 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 for the next quarter.

To ensure prompt handling of unexpected matters, the Audit Committee delegates
to its chair the authority to approve additional audit services and permissible
audit-related and non-audit services. Based on the materiality of the proposed
services, the chair may decide that a special meeting of the Audit Committee is
necessary in order to appropriately assess the proposal. The chair reports any
action taken to the Audit Committee at its next regular meeting.

The Audit Committee is informed quarterly 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 Audit
Committee. The Vice-President and Corporate Controller of the Company is
responsible for tracking all auditors' fees against the estimates for such
services and report to the Audit Committee every quarter.


As required by the Sarbanes-Oxley Act, all audit, audit-related and non-audit
services rendered by PwC pursuant to engagements entered into since May 6, 2003
are pre-approved by the Audit Committee pursuant to these pre-approval
procedures. In 2004, no audit-related and 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. Under this program, the outstanding balance
in Canadian dollars, as at December 31, 2004 was $441 million compared to $504
million at December 31, 2003.


CONTRACTUAL OBLIGATIONS

The table below represents contractual agreements that are enforceable and are
legally binding on the Company. Consequently, all recourse and non-recourse
obligations to the Company have been included in the total commitments.


                                                                               5



<PAGE>

SUMMARY OF CONTRACTUAL OBLIGATIONS
(IN MILLIONS OF DOLLARS as at December 31, 2004)

<TABLE>
<CAPTION>
                                                         TOTAL COMMITMENTS BY PERIOD

                                          Total        Within 1     1-3 years     4-5 years      After 5
                                       Commitments       year                                     years

<S>                                       <C>             <C>          <C>           <C>          <C>
Long-term debt                            4,934           594          745           857          2,738

Operating leases                           60             21            28            8             3

Purchase obligations                       34             34            --            --            --
                                     ---------------- ------------ ------------- ------------- -------------

TOTAL CONTRACTUAL OBLIGATIONS            $5,028          $649          $773          $865         $2,741
                                     ================ ============ ============= ============= =============
</TABLE>

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, and Gary J. Lukassen. Mr. Hans Black joined
the Audit Committee on January 25, 2005. Mr. Medland chairs the Audit Committee.


DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE

A.       PRESIDING CHAIR 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 (the "Chair")
presides as chair at such sessions.


B.       COMMUNICATION WITH NON-MANAGEMENT DIRECTORS

Shareholders may send communications to the Company's non-management directors
by writing to the Chair, c/o Jacques Vachon, Senior Vice-President
Corporate Affairs & Secretary, Abitibi-Consolidated Inc., 1155 Metcalfe
Street, Suite 800, Montreal, Quebec, Canada H3B 5H2. Communications will be
referred to such Chair for appropriate action. The status of all outstanding
concerns addressed to the Chair 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.


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<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 30th day of March, 2005.

                                       ABITIBI-CONSOLIDATED INC.

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


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<PAGE>

                                  EXHIBIT INDEX

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

1.              Annual Information Form for the year ended December 31, 2004.

2.              Audited Consolidated Financial Statements for the year ended
                December 31, 2004, including the report of independent
                accountants with respect thereto (incorporated by reference to
                Exhibit 99.1 of the Registrant's Form 6-K filed on March 3,
                2005). (For a reconciliation of important differences between
                Canadian and United States generally accepted accounting
                principles, see Note 30 of the Notes to the Consolidated
                Financial Statements).

3.              Management's Discussion and Analysis for the year ended December
                31, 2004 (incorporated by reference to Exhibit 99.1 of the
                Registrant's Form 6-K filed on March 3, 2005).

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.              Comments by Auditors for U.S. Readers on Canada-U.S. Reporting
                Differences.

9.              Consent of PricewaterhouseCoopers LLP, independent chartered
                accountants.