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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 40-F

(Check One)

[_]  Registration statement pursuant to Section 12 of the Securities Exchange
     Act of 1934

                                       or

[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, 2006

Commission file number 1-14636

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

<TABLE>
<S>                                     <C>                                 <C>
               CANADA                                2621                           98-0171273
 (Province or other jurisdiction of      (Primary Standard Industrial            (I.R.S. Employer
   incorporation or organization)         Classification Code Number          Identification Number
                                               (if applicable))                  (if Applicable))
</TABLE>

       1155 METCALFE STREET, SUITE 800, MONTREAL, QUEBEC, CANADA H3B 5H2
             (Address of Registrant's Principal Executive Offices)

           CT CORPORATION SYSTEM, 111 8TH AVENUE, NEW YORK, NY 10011
                                 (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.

                                                        NAME OF EACH
          TITLE OF EACH CLASS                  EXCHANGE ON WHICH REGISTERED
          -------------------                  ----------------------------
             Common Shares                       New York Stock Exchange

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

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: 440,174,994 common shares as of December 31, 2006

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  ___        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   [_]

The Annual Report on Form 40-F shall be incorporated by reference into or as an
exhibit to, as applicable,  each 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).

<PAGE>

                                   FORM 40-F

PRINCIPAL DOCUMENTS

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

     (a)    Annual Information Form for the fiscal year ended December 31, 2006
            (incorporated by reference to Exhibit 99.1 hereto);

     (b)    Management's  Discussion  and  Analysis  for the fiscal  year ended
            December  31,  2006  (incorporated  by  reference  to Exhibit  99.2
            hereto); and

     (c)    Consolidated   Financial  Statements  for  the  fiscal  year  ended
            December 31, 2006 (FOR A  RECONCILIATION  OF IMPORTANT  DIFFERENCES
            BETWEEN  CANADIAN AND UNITED STATES GENERALLY  ACCEPTED  ACCOUNTING
            PRINCIPLES,   SEE   NOTE   29   TO   THE   CONSOLIDATED   FINANCIAL
            STATEMENTS)(incorporated by reference to Exhibit 99.3 hereto).





                                     40-F1
<PAGE>

                             ADDITIONAL DISCLOSURE

CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND PROCEDURES.

(a)    CERTIFICATIONS. See Exhibits 99.1 and 99.2 to this Annual Report on Form
       40-F.

(b)    DISCLOSURE  CONTROLS AND PROCEDURES.  As of the end of the  Registrant's
       fiscal year ended December 31, 2006, an evaluation of the  effectiveness
       of the Registrant's  "disclosure  controls and procedures" (as such term
       is defined in Rules  13a-15(e) and 15d-15(e) of the Securities  Exchange
       Act of 1934,  as amended  (the  "Exchange  Act")) was carried out by the
       Registrant's   management  with  the   participation  of  the  principal
       executive  officer  and  principal  financial  officer.  Based upon that
       evaluation,  the Registrant's  principal executive officer and principal
       financial officer have concluded that as of the end of that fiscal year,
       the  Registrant's  disclosure  controls and  procedures are effective to
       ensure that  information  required to be disclosed by the  Registrant in
       reports that it files or submits under the Exchange Act is (i) recorded,
       processed,  summarized and reported within the time periods specified in
       Securities and Exchange  Commission rules and forms and (ii) accumulated
       and communicated to the Registrant's management, including its principal
       executive  officer and  principal  financial  officer,  to allow  timely
       decisions regarding required disclosure.

       It  should be noted  that  while the  Registrant's  principal  executive
       officer and principal  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.

(c)    MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

       The  required   disclosure   under  this  section  is  included  in  the
       Registrant's Financial Statements for the fiscal year ended December 31,
       2006 and filed as part of this Annual  Report on Form 40-F,  as Exhibits
       99.3 to this Annual Report on Form 40-F.

(d)    ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP.

       The  required   disclosure   under  this  section  is  included  in  the
       Registrant's Financial Statements for the fiscal year ended December 31,
       2006 and filed as part of this Annual  Report on Form 40-F,  as Exhibits
       99.3 to this Annual Report on Form 40-F.

(e)    CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.  During the fiscal
       year ended December 31, 2006,  there were no changes in the Registrant's
       internal control over financial reporting that have materially affected,
       or are reasonably likely to materially affect, the Registrant's internal
       control over financial reporting.


                                     40-F2
<PAGE>

NOTICES PURSUANT TO REGULATION BTR.

None.

AUDIT COMMITTEE FINANCIAL EXPERT.

The  Registrant's  board of directors has determined  that Gary J. Lukassen,  a
member of the Registrant's  audit  committee,  qualifies as an "audit committee
financial  expert" (as such term is defined in Form 40-F).  Mr. Lukassen is, as
are all  members of the Board of  Directors  of the  Registrant  other than the
President and Chief Executive Officer, "independent" as that term is defined in
the rules of the New York Stock Exchange.

CODE OF ETHICS.

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

No waivers  were granted from the  Registrant's  codes of conduct in 2006.  The
Registrant  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
Registrant, as required by applicable securities legislation and stock exchange
rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(Note:  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 Registrant'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 Registrant 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 Registrant, ending December 31, 2005 and December 31, 2006,
       for  professional  services  rendered by PwC for the audit of its annual
       financial statements,  the management's  assessment on the effectiveness


                                     40-F3
<PAGE>

       of internal control over financial reporting and on the effectiveness of
       the Company's  internal control over financial  reporting as of December
       31, 2006 and review of quarterly financial statements,  or services that
       are normally provided by PwC in connection with statutory and regulatory
       filings or engagements  or any other  services  performed to comply with
       generally  accepted  auditing  standards for those fiscal years are $1.4
       million and $2.9 million, respectively.

       AUDIT-RELATED  FEES:  The aggregate fees billed for each of the last two
       fiscal years of the  Registrant,  ending  December 31, 2005 and December
       31, 2006, for  audit-related  services by PwC were $0.3 million and $0.6
       million,  respectively.  Audit-related  fees are fees for  assurance and
       related services that are typically  performed by the independent public
       accountant.  The Registrant'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 Registrant, ending December 31, 2005 and December 31, 2006,
       for professional  services rendered by PwC for tax-related services were
       $0.2 million for both years.  Tax fees are fees for tax compliance,  tax
       advice and tax planning.  The Registrant'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  Registrant,  ending  December 31, 2005 and December
       31, 2006, for all other  professional  services rendered by PwC were nil
       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.

The  Audit  Committee  has  adopted  a  policy  and  procedures  regarding  the
engagement of the Registrant's auditors, which are summarized below.

At the  mid-year  meeting,  the  auditors  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
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 Registrant'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  Registrant's  business,  and that the Registrant'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


                                     40-F4
<PAGE>

additional  service.   Such  engagement  letters  must  confirm  to  the  Audit
Committee,  and  Management  also  confirms  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 Registrant have been approved by the Audit
Committee.  The  Vice-President  and Corporate  Controller of the Registrant 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 of 2002, 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 2006, 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 and Section 2.4 of Multilateral Instrument 52-110--Audit
Committees.

OFF-BALANCE SHEET ARRANGEMENTS.

As described in Note 26 of the consolidated financial statements,  in 2006, the
Company has two  securitization  programs  with major  international  financial
institutions.  The  first  program  is  committed  until  October  of 2008  for
aggregate  proceeds  of up to  US$300  million  from  North  American  accounts
receivable.  The second program is uncommitted for aggregate  proceeds of up to
US$125  million from  international  accounts  receivable.  The programs do not
require the Company to maintain a specific  credit  rating or  company-specific
financial covenants.  Under these programs, the outstanding balance in Canadian
dollars, as at December 31, 2006, was $433 million compared to $459 million the
previous year.



                                     40-F5
<PAGE>

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS.

The required disclosure is included under the heading "Contractual Obligations"
in the  Registrant's  Management's  Discussion and Analysis for the fiscal year
ended December 31, 2006, filed as part of this Annual Report on Form 40-F.

IDENTIFICATION OF THE 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  comprised  of Ms. Lise  Lachapelle  and Messrs.  William E. Davis,  Gary J.
Lukassen,  Dr. Hans Black and John Q. Anderson.  Mr.  Lukassen chairs the Audit
Committee.

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

PRESIDING DIRECTOR AT MEETINGS OF NON-MANAGEMENT DIRECTORS

The Registrant  schedules  executive sessions at the end of every regular board
meeting in which the Registrant'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 Registrant's  Board of Directors (the "Chair")
presides as chair at such sessions.

COMMUNICATION WITH NON-MANAGEMENT DIRECTORS

Shareholders  may  send  communications  to  the  Registrant'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.

CORPORATE GOVERNANCE GUIDELINES

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

BOARD COMMITTEE MANDATES

The  charters  of  the  Registrant's  Audit  Committee,   Corporate  Governance
Committee, Human Resources and Compensation Committee and Environment, Health &
Safety Committee are each available for viewing on the Registrant'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.



                                     40-F6
<PAGE>


UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    UNDERTAKING.

      The Registrant  undertakes to make available,  in person or by telephone,
representatives  to respond to inquiries  made by the  Securities  and Exchange
Commission (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.

B.    CONSENT TO SERVICE OF PROCESS.

      The  Registrant 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 Registrant  shall be  communicated  promptly to the Securities and Exchange
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  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,
thereunto duly authorized, on March 15, 2007.


                                      ABITIBI-CONSOLIDATED INC.



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






                                     40-F7
<PAGE>


                                 EXHIBIT INDEX
                                 -------------


EXHIBIT       DESCRIPTION
-------       -----------

  99.1        Annual Information Form for the fiscal year ended
              December 31, 2006

  99.2        Management's Discussion and Analysis for the fiscal year
              ended December 31, 2006

  99.3        Consolidated Financial Statements for the fiscal year
              ended December 31, 2006

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

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

  99.6        Certification of Chief Executive Officer pursuant to 18
              U.S.C. Section 1350

  99.7        Certification of Chief Financial Officer pursuant to 18
              U.S.C. Section 1350

  99.8        Consent of PricewaterhouseCoopers LLP