----

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
Form 40-F/A AMENDMENT No. 1 

[Check one] 

[ ] Registration statement pursuant to Section 12 of theSecurities Exchange Act of 1934 
**OR**
[**X**] Annual report pursuant to Section 12(a) or 15 (d)of the Securities Exchange Act of 1934 
    For the fiscal year ended **December 31, 2004.**    Commission File No. **1-13056** **CAMBIOR INC.**(Exact Name of Registrant as      Specified in its Charter) **Not Applicable**(Translation of Registrant's      name into English (if Applicable)) **Province of Québec, Canada**(Province or Other Jurisdiction      of Incorporation or Organization) **1041**(Primary Standard Industrial      Classification Code Number (if Applicable)) **Not Applicable**(I.R.S. Employer Identification      Number (if Applicable)) **1111 St.      Charles Street West, East Tower, Suite 750****Longueuil, Québec, Canada      J4K 5G4 (450) 677-0040**(Address and telephone number      of Registrant's principal executive offices) **RL&F      Service Corp., One Rodney Square, 10th Floor, 10th and King Streets****Wilmington, DE 19801      Telephone: (302) 651-7642 Attention: Mark J. Gentile**(Name, Address (Including Zip      Code) and Telephone Number (Including Area Code) ofAgent for      Service in the United States)
Securities registered or to be registered pursuant to Section12(b) of the Act. 
Title of each className of each exchange on which registered  **Common Shares, no par value****American Stock Exchange**
Securities registered or to be registered pursuant to Section12(g) of the Act. 

**None**(Title of Class) 

Securities for which there is a reporting obligation pursuantto Section 15(d) of the Act. 

**None**(Title of Class) 

For annual reports, indicate by check mark the informationfiled with this Form: 

[**X**] Annual Information Form                        [ ] Audited annual financial statements 

Indicate the number of outstanding shares of each of the issuer's classes ofcapital or common stock as of the close of the period covered by the annualreport: 274,187,795 

Indicate by check whether the Registrant by filing the information containedin this Form is also thereby furnishing the information to the Commissionpursuant 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 theRegistrant in connection with such Rule. 

Yes __         No  **X**    

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the Registrant was requiredto file such reports) and (2) has been subject to such filing requirements forthe past 90 days. 

Yes   **X**          No ___

 

 

**EXPLANATORY NOTE**
This Amendment No. 1 to the annual report on Form 40-F/A for the year endedDecember 31, 2004 ("Amended 40-F") of Cambior Inc. (the "Registrant") amends theRegistrant's annual report on Form 40-F for the year ended December 31, 2004filed with the Securities and Exchange Commission as of March 31, 2005 ("40-F")as follows: (1) Item B.6.(b), "Disclosure Controls and Procedures" is amendedand restated in its entirety; and (2) the consent of the Registrant'sindependent registered public accounting firm is filed herewith. Except as setforth above, this Amended 40-F does not otherwise modify the 40-F. 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS 
**A.            Undertaking.**
Registrant undertakes to make available, in person or by telephone,representatives to respond to inquiries made by the Commission staff, and tofurnish promptly, when requested to do so by the Commission staff, informationrelating to: the securities registered pursuant to Form 40-F; the securities inrelation 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.**
Registrant filed with the Commission a written irrevocable consent and powerof attorney on Form F-X on April 26, 1994. 

 

**DISCLOSURE CONTROLS AND PROCEDURES**
Disclosure controls and procedures are defined by theSecurities and Exchange Commission as those controls and procedures that aredesigned to ensure that information required to be disclosed in our filingsunder the Securities Exchange Act of 1934 is recorded, processed, summarized andreported within the time periods specified in the Securities and ExchangeCommission rules and forms. 

As of December 31, 2004, an evaluation was carried out underthe supervision of and with the participation of Cambior's management, includingits Chief Executive Officer and Chief Financial Officer, of the effectiveness ofCambior's disclosure controls and procedures (as defined in Rule 13a-15 underthe U.S. Securities and Exchange Act of 1934). Based on that evaluation,Cambior's Chief Executive Officer and Chief Financial Officer concluded that thedesign and operation of Cambior's disclosure controls and procedures wereeffective. No changes were made in Cambior's internal control over financialreporting during the year ended December 31, 2004 that materially affected, orare reasonably likely to materially affect, Cambior's internal control overfinancial reporting. 

The design of any system of controls and procedures is basedin part upon certain assumptions about the likelihood of future events. Therecan be no assurance that any design will succeed in achieving its stated goalsunder all potential future conditions, regardless of how remote. 

 

**SIGNATURES**
Pursuant to the requirements of the Exchange Act, the Registrant certifiesthat it meets all of the requirements for filing on Form 40-F and has dulycaused this annual report to be signed on its behalf by the undersigned, theretoduly authorized. 
 **CAMBIOR INC.** (Registrant)  Date: December  22, 2005By:    /s/ *Lucie Desjardins*               Lucie Desjardins Corporate    Secretary
 

**EXHIBIT INDEX**  1.*    Annual Information Form for the year ended December 31, 2004.  2. *    Management's Discussion and Analysis of financial condition and results of    operation included in the Annual Report for the year ended December 31,    2004.  3.*    Audited Consolidated Financial Statements for the year ended December 31,    2004 together with the Auditors' report thereon.  4. *    Information Circular provided in connection with the solicitation of proxies    by the management of Cambior Inc. for use at the Annual General and Special    Meeting of Shareholders held on May 12, 2005.  5.**Consent of Raymond Chabot Grant Thornton dated December 21, 2005.      6.**    Certificate of Louis P. Gignac required by Rule 13a-14(a), pursuant to    Section 302 of Sarbanes-Oxley Act of 2002.      7.**    Certificate of Bryan A. Coates required by Rule 13a-14(a), pursuant to    Section 302 of Sarbanes-Oxley Act of 2002.      8.**    Certificate of Louis P. Gignac required pursuant to 18 U.S.C. Section 1350,    as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.      9.**    Certificate of Bryan A. Coates required pursuant to 18 U.S.C. Section 1350,    as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.     *    Previously filed in the Registrant's annual report on Form 40-F for the year    ended December 31, 2004, filed with the Securities and Exchange Commission    as of March 31, 2005.  **Filed    herewith.

Raymond Chabot Grant Thornton LLP**Chartered Accountants**
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

 

We consent to the incorporation of our report, dated February 17, 2005,  with respect to the consolidated financial statements of Cambior Inc. as at  December 31, 2004 and 2003 and for each of the years in the three-year period  ended December 31, 2004, which report is included in this Annual Report on  Form 40-F. 

 

/s/ Raymond Chabot Grant Thornton LLPChartered Accountants  

Montréal, Canada   December 21, 2005 

 

 
Suite 1900National Bank Tower600 De La Gauchetière Street WestMontréal, Québec H3B 4L8Telephone: (514) 878-2691Fax: (514) 878-2127www.rcgt.com **Member of Grant Thornton    International**
**CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) PURSUANT TO SECTION 302 OF THE U.S. SARBANES-OXLEY ACT OF 2002**
I, Louis P. Gignac, principal executive officer of Cambior Inc. (the"Registrant"), certify that: 

1.  I have reviewed this  Amendment No. 1 to the annual report on Form 40-F/A of the Registrant; 
2.  Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to  state a material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this report; 
3.  The Registrant's other  certifying officer and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)  and 15d-15(e)) for the Registrant and have: 
(a)Designed such disclosure controls    and procedures, or caused such disclosure controls and procedures to be    designed under our supervision, to ensure that material information relating    to the Registrant, including its consolidated subsidiaries, is made known to    us by others within those entities, particularly during the period in which    this report is being prepared; 
(b)Evaluated the effectiveness of    the Registrant's disclosure controls and procedures and presented in this    report our conclusions about the effectiveness of the disclosure controls    and procedures, as of the end of the period covered by this report based on    such evaluation; and 
(c)Disclosed in this report any    change in the Registrant's internal control over financial reporting that    occurred during the period covered by the annual report that has materially    affected, or is reasonably likely to materially affect, the Registrant's    internal control over financial reporting; and 
4.The Registrant's other certifying  officer and I have disclosed, based on our most recent evaluation of internal  control over financial reporting, to the Registrant's auditors and the audit  committee of the Registrant's board of directors (or persons performing the  equivalent functions): 
(a)All significant deficiencies and    material weaknesses in the design or operation of internal control over    financial reporting which are reasonably likely to adversely affect the    Registrant's ability to record, process, summarize and report financial    information; and 
(b)Any fraud, whether or not    material, that involves management or other employees who have a significant    role in the Registrant's internal control over financial reporting. Date: December 22,    2005By: /s/*Louis Gignac                                     *           Louis P. Gignac           President and Chief Executive Officer
**CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) PURSUANT TO SECTION 302 OF THE U.S. SARBANES-OXLEY ACT OF 2002**
I, Bryan A. Coates, principal financial officer of Cambior Inc. (the"Registrant"), certify that: 

1.  I have reviewed this  Amendment No. 1 to the annual report on Form 40-F/A of the Registrant; 
2.  Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to  state a material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this report; 
3.  The Registrant's other  certifying officer and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)  and 15d-15(e)) for the Registrant and have: 
(a)Designed such disclosure controls    and procedures, or caused such disclosure controls and procedures to be    designed under our supervision, to ensure that material information relating    to the Registrant, including its consolidated subsidiaries, is made known to    us by others within those entities, particularly during the period in which    this report is being prepared; 
(b)Evaluated the effectiveness of    the Registrant's disclosure controls and procedures and presented in this    report our conclusions about the effectiveness of the disclosure controls    and procedures, as of the end of the period covered by this report based on    such evaluation; and 
(c)Disclosed in this report any    change in the Registrant's internal control over financial reporting that    occurred during the period covered by the annual report that has materially    affected, or is reasonably likely to materially affect, the Registrant's    internal control over financial reporting; and 
4.The Registrant's other certifying  officer and I have disclosed, based on our most recent evaluation of internal  control over financial reporting, to the Registrant's auditors and the audit  committee of the Registrant's board of directors (or persons performing the  equivalent functions): 
(a)All significant deficiencies and    material weaknesses in the design or operation of internal control over    financial reporting which are reasonably likely to adversely affect the    Registrant's ability to record, process, summarize and report financial    information; and 
(b)Any fraud, whether or not    material, that involves management or other employees who have a significant    role in the Registrant's internal control over financial reporting. Date: December 22,    2005    By: /s/ *Bryan Coates                                              *          Bryan A. Coates          Vice President and Chief Financial Officer
**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002**
Cambior Inc. (the "Registrant") is filing with the United States Securitiesand Exchange Commission on the date hereof this Amendment No. 1 to its annualreport on Form 40-F/A for the fiscal year ended December 31, 2004 (the"Report"). 

I, Louis P. Gignac, President and Chief Executive Officer of the Registrant,certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906of the U.S. Sarbanes Oxley Act of 2002, that to the best of my knowledge: 

(i)   the Report fully complies  with the requirements of Section 13(a) or 15(d) of the U.S. Securities  Exchange Act of 1934; and 
(ii)the information contained in the  Report fairly presents, in all material respects, the financial condition and  results of operations of the Registrant. Date: December 22,    2005    By:/s/*Louis Gignac                                     *          Louis P. Gignac          President and Chief Executive Officer
**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002**
Cambior Inc. (the "Registrant") is filing with the United States Securitiesand Exchange Commission on the date hereof this Amendment No. 1 to its annualreport on Form 40-F/A for the fiscal year ended December 31, 2004 (the"Report"). 

I, Bryan A. Coates, Vice President and Chief Financial Officer of theRegistrant, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant toSection 906 of the U.S. Sarbanes Oxley Act of 2002, that to the best of myknowledge: 

(i) the Report fully complies  with the requirements of Section 13(a) or 15(d) of the U.S. Securities  Exchange Act of 1934; and 
(ii)the information contained in the  Report fairly presents, in all material respects, the financial condition and  results of operations of the Registrant. Date: December 22,    2005    By:/s/ *Bryan Coates                                             *          Bryan A. Coates          Vice President and Chief Financial Officer