##### 



SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
   FORM 40-F o
    
    Registration statement pursuant
to Section 12 of the Securities Exchange Act of 1934orþ
    
    Annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended: December 31, 2004
Commission file number: 001-12970
   GOLDCORP INC.  Canada
    
    1040
    
    N/A
 (Province or Other Jurisdiction
of Incorporation or Organization)
    
    (Primary Standard Industrial
Classification Code)
    
    (I.R.S. Employer
Identification No.)
 CT Corporation System
c/o Team 1, New York
111 8th Avenue
New York, New York  10011
(800) 223-7567
    
    
    
    200 Burrard Street
Suite 1560
Vancouver, British Columbia
Canada  V6C 3L6
(604) 696-3000
 (Name, address (including zip code) and telephone
number (including area code) of agent for service in
the United States)
    
    
    
    (Address and telephone number of registrants
principal executive offices)
   Securities registered pursuant to Section 12(b) of the Act: Title of Each Class:
    
    Name of Each Exchange On Which Registered:Common Shares
    
    New York Stock Exchange
Toronto Stock Exchange
 Securities 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:  þ Annual Information Form
    
    þ 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. Title of Each Class:
    
    Outstanding at December 31, 2004:Common Shares
    
    189,980,188
 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 filing
number assigned to the Registrant in connection with such
Rule.  o Yes  82-_______     þ No 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.
þ Yes     o No




---



##### 



UNDERTAKINGS The Registrant 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
to transactions in said securities. CONTROLS AND PROCEDURES The Registrant carried out an evaluation, under the supervision and with the participation of
the Registrants management, including the Registrants Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Registrants disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 (the Exchange Act).
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded
that the Registrants disclosure controls and procedures as of December 31, 2004 were effective to
ensure that information required to be disclosed by the Registrant in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commissions rules and forms. No changes were made in the Registrants internal control over financial reporting during the
period covered by this report that have materially affected, or are reasonably likely to materially
affect, the Registrants internal control over financial reporting. The Registrants management, including the Chief Executive Officer and Chief Financial
Officer, does not expect that the Registrants disclosure controls and procedures or internal
control over financial reporting will prevent all error and all fraud. A control system, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any,
within the Registrant have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur because of simple error
or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected. AUDIT COMMITTEE FINANCIAL EXPERT Mr. Douglas Holtby serves as a member of the audit committee of the Registrants Board of
Directors. The Board of Directors has reviewed the definition of audit committee financial
expert under item 8(a) of General Instruction B to Form 40-F and determined that Mr. Holtby
satisfies the criteria for a audit committee financial expert under the Exchange Act. The
Commission has indicated that the designation of Mr. Holtby as an audit committee financial expert
does not make Mr. Holtby an expert for any purpose, impose any duties,




---



##### 



obligations or liability on Mr. Holtby that are
greater than those imposed on members of the audit committee and board of directors who do not
carry this designation or affect the duties, obligations or liability of any other member of the
audit committee. CODE OF ETHICS The Registrant has adopted a code of ethics that applies to the Registrants principal
executive officer, principal financial officer and principal accounting officer or controller, or
persons performing similar functions. A copy of Registrants code of ethics is posted on the
Registrants web-site at www.goldcorp.com. PRINCIPAL ACCOUNTANT FEES AND SERVICES Fees payable to the Registrants independent auditor, KPMG LLP, for the years ended
December 31, 2004, and December 31, 2003, totaled $704,000 and $543,000, respectively, as
detailed in the following table: Year ended
    
    
    Year endedDecember 31, 2004
    
    
    December 31, 2003Audit Fees
    
    $
    394,000
    
    
    $
    332,000Audit-Related Fees
    
    
    202,000
    
    
    
    34,000Tax Fees
    
    
    
    
    
    
    122,000All Other Fees
    
    
    108,000
    
    
    
    55,000TOTAL
    
    $
    704,000
    
    
    $
    543,000
 Audit Fees These audit fees were for professional services rendered for the audits of the Registrants
consolidated financial statements, review of interim financial statements included in the
Registrants quarterly reports and services that generally only the independent auditor can
reasonably provide, such as comfort letters, statutory audits, consents, and assistance and review
of documents filed with the Securities and Exchange Commission and Canadian securities regulatory
authorities. Audit-Related Fees These audit-related fees were for assurance and related services that are reasonably related
to the performance of the audit or review of our financial statements and are not reported under
the audit fees category above. These services included
quarterly review of interim financial statements,
a compilation report on pro forma
financial statements, French translation and a review of U.S. GAAP
reconciliation in take-over bid circular and
observations and recommendations with respect to implementing a new
accounting system. Tax Fees These
tax fees in 2003 were for tax compliance and tax advice. These services included assistance with
tax audits and advisory services regarding restructurings, mergers and acquisitions.




---



##### 



All Other Fees Fees disclosed in the table above under the item all other fees were for services other than
the audit fees, audit-related fees and tax fees described above.
These services included providing due diligence services relating to
the Wheaton River acquisition. Pre-Approval Policies and Procedures The Registrants audit committee is responsible for overseeing the work of the independent
auditors and has considered whether the provision of services other than audit services is
compatible with maintaining the auditors independence. The audit committee charter requires the
pre-approval by the committee of all audit and permissible non-audit services provided by the
independent auditors and no work is done without such pre-approval. The Registrants senior
management periodically provides the audit committee with a summary of services provided by the
independent auditors. OFF-BALANCE SHEET ARRANGEMENTS None. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The disclosure provided under Note 7 to the Notes of the Consolidated Financial Statements in
Exhibit 99.3 hereto is incorporated by reference herein. The Registrant has no long term debt as of
December 31, 2004.




---



##### 



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. GOLDCORP INC./s/  Ian TelferIan TelferPresident and Chief Executive Officer Date: March 29, 2005




---



##### 



EXHIBIT INDEX The following exhibits have been filed as part of the Annual Report: Exhibit
    
    Description99.1
    
    Annual Information Form for the year ended December 31, 200499.2
    
    Audited Comparative Consolidated Financial Statements of the Registrant including
the notes thereto, as of December 31, 2004 and 2003 and for each of the years ended
December 31, 2004, 2003 and 2002 together with the report of the auditors thereon,
including a U.S. GAAP reconciliation *99.3
    
    Managements Discussion and Analysis of Financial Condition and Result of Operations99.4
    
    Consent of KPMG LLP, Chartered Accountants99.5
    
    Section 302 Certifications99.6
    
    Section 906 Certifications
   *
    
    See pages 19 to 36 of Exhibit 99.3 filed herewith.