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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 OFTHE SECURITIES 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, 2005.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      Floor10th and King StreetsWilmington, DE 19801Telephone: (302)      651-7642Attention: Mark J. Gentile(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 className of      each exchange on which registeredCommon      Shares, no par valueAmerican      Stock Exchange

Securities registered or to be registered pursuant to      Section 12(g) of the Act. None(Title of Class) 
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[ ] 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.

December 31, 2005: 274,598,470 
        Indicate by check whether theRegistrant by filing the information contained in this Form is also therebyfurnishing the information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked,indicate the filing number assigned to the Registrant in connection with suchRule. 

Yes _____           No    X       

        Indicate by check mark whether theRegistrant (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 periodthat the Registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days. 

Yes     X                 No ____

**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, 2005, 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, 2005 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. 
**AUDIT COMMITTEE**
The disclosure provided under "Audit Committee" on pages 65through 69 of Exhibit 1, Cambior's Annual Information Form for the year endedDecember 31, 2005, is incorporated by reference herein. Cambior has aseparately-designated standing audit committee. The Audit Committee Charter isattached to the aforementioned Annual Information Form as Schedule A. 
**CODE OF ETHICS**
Cambior has adopted a code of ethics entitled "Specific Codeof Ethics Governing Financial Reporting Officers" (the "Specific Code ofEthics") which complies with the requirements of the Sarbanes-Oxley Act of 2002.The Specific Code of Ethics applies to the President and Chief ExecutiveOfficer, the Vice President, Finance and Chief Financial Officer, the CorporateController and any other person performing similar functions. The Company hasalso adopted Cambior's Code of Ethics which establishes guidelines setting forththe ethical behavior required from every director, officer and employee. TheSpecific Code of Ethics and Cambior's Code of Ethics are available on Cambior'sWebsite at www.cambior.com. A copy may also be requested, free of charge, bycommunicating with Cambior's Investors Relations Services by e-mail at info@cambior.com,by fax at (450) 677-3382 or by phone at 1-866-554-0554. 
**PRINCIPAL ACCOUNTANT FEES AND SERVICES**
The disclosure provided under "External Auditor ServicesFees" on pages 68 through 69 of Exhibit 1, Cambior's Annual Information Form forthe year ended December 31, 2005, is incorporated by reference herein. 

**AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**
The disclosure provided under "Policies and Procedures forthe Engagement of Audit and Non-Audit Services" on pages 67 through 68 ofExhibit 1, Cambior's Annual Information Form for the year ended December 31,2005, is incorporated by reference herein. Audit services and audit-related feeswere approved by the Audit Committee pursuant to paragraph (c)(7)(i)(A) orparagraph (c)(7)(i)(B) of Rule 2-01 of Regulation S-X. 
**OFF-BALANCE SHEET ARRANGEMENTS**
The disclosure provided under "Off Balance-SheetTransactions" on page 32 of Exhibit 2, Management's Discussion and Analysis offinancial condition and results of operations included in the Annual Report forthe year ended December 31, 2005, is incorporated by reference herein. 
**CONTRACTUAL OBLIGATIONS**
The disclosure regarding "Contractual Obligations" providedunder "Consolidated Balance Sheets" on page 29 of Exhibit 2, Management'sDiscussion and Analysis of financial condition and results of operationsincluded in the Annual Report for the year ended December 31, 2005, isincorporated by reference herein. 

 

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS 
**Item 1.         Undertaking.
        Registrantundertakes to make available, in person or by telephone, representatives torespond to inquiries made by the Commission staff, and to furnish promptly, whenrequested to do so by the Commission staff, information relating to: thesecurities registered pursuant to Form 40-F; the securities in relation to whichthe obligation to file an annual report on Form 40-F arises; or transactions insaid securities. 
**Item 2.         Consent to Service ofProcess.
        Registrant filed with theCommission a written irrevocable consent and power of attorney on Form F-X onApril 26, 1994. 

 

 

 

**SIGNATURES**
        Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this annual reportto be signed on its behalf by the undersigned, thereto duly authorized. 
Registrant: Cambior Inc. By: */s/ Lucie Desjardins     *Lucie Desjardins,Corporate Secretary Date: March 31, 2006
 

**EXHIBIT INDEX
 
 
1.
Annual Information Form for the    year ended December 31, 2005.
 
 
2.
Management's Discussion and    Analysis of financial condition and results of operation included in the    Annual Report for the year ended December 31, 2005.
 
 
3.
Audited    Consolidated Financial Statements for the year ended December 31, 2005 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 to be    held on May 3, 2006.
 
 
5.
Consent of Raymond Chabot Grant    Thornton dated March 29, 2006.
 
 
6.
Certificate of    Louis 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 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.
 
 
10.
Shareholders' Rights Plan    effective as of November 4, 2005 and subject to ratification by the shareholders at their Annual General    and Special    Meeting to be held on May 3, 2006.********