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SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549


Form 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

For the month of May, 2004

Ainsworth Lumber Co. Ltd.

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Suite 3194
Bentall 4
P.O. Box 49307
1055 Dunsmuir Street
Vancouver, British Columbia
Canada V7X 1L3(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F:

|           |  |           
|---------- |  | ----------
|Form 20-Fþ |  | Form 40-Fo

Indicate by check mark whether the registrant by furnishing 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.

|     |  |    
|---- |  | ---
|Yeso |  | Noþ



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Documents Included as Part of this Report

|    |  |                                
|--- |  | -------------------------------
|No. |  | Document                       
|    |  |                                
|1.  |  | Press Release dated May 7, 2004





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Document 1





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NEWS RELEASE For Immediate Release
Friday, May 7, 2004
AINSWORTH LUMBER CO. LTD. (TSX: ANS) AINSWORTH ANNOUNCES RECORD OPERATING EARNINGS FOR FIRST QUARTER 2004 (C$ millions, except per share data)
    
    Three months ended March 312004
    
    2003Sales
    
    
    174.7
    
    
    
    91.2Operating earnings
    
    
    91.0
    
    
    
    16.2Foreign exchange gain
(loss) on long-term debt
    
    
    (5.6
    )
    
    
    30.9Net Income (loss)
    
    
    (19.8
    )
    
    
    26.1Earnings (loss): $  per share
    
    
    (1.36
    )
    
    
    1.80EBITDA(1)
    
    
    104.4
    
    
    
    24.8Cash flow from operations(2)
    
    
    45.0
    
    
    
    (22.1
    )
   (1)
    
    EBITDA, a non-GAAP financial measure, represents operating earnings
before amortization, plus interest and other income.(2)
    
    Cash provided by operations after changes in non-cash working capital. Vancouver, British Columbia- Ainsworth Lumber Co. Ltd. (TSX: ANS) today
reported record results for the quarter ended March 31, 2004. The company had quarterly operating earnings of $91.0 million for the first
three months of 2004 compared to $16.2 million in the same period of 2003.
This sharp increase was largely due to very strong markets for oriented strand
board (OSB). First quarter sales of $174.7 million were $83.5 million or 91.6%
higher than the first quarter of 2003 due to considerably higher OSB prices and
increased OSB shipments. EBITDA, defined as operating earnings before
amortization plus interest and other income, for the quarter was $104.4 million
compared to $24.8 million in the same period last year. Despite the fact that
the company generated record operating earnings and EBITDA during the first
three months of 2004, the companys net income was negatively affected by a
$106.2 million one-time cost associated with the refinancing of its long-term
debt. The charge to earnings associated with the repurchase of long term debt
is comprised of a $15.5 million write-off of deferred financing costs, an $83.5
million redemption premium, and payment of consent fees of $7.2 million. Net
income was also affected by a $5.7 million foreign exchange loss on US-dollar
denominated debt. Ainsworths net loss during the quarter was $19.8 million or
$1.36 per share compared to net income of $26.1 million or $1.80 per share in
the first quarter of 2003. Cash provided by operations (after changes in
non-cash working capital) during the quarter was $45.0 million compared to cash
used by operations of $22.1 million in the first quarter of 2003. Ainsworth had a cash balance of $60.6 million at March 31, 2004 compared to
$194.1 million at December 31, 2003 and $57.0 million at March 31, 2003. We are very encouraged about the continued strength in North American
homebuilding and we expect that OSB demand and pricing will remain strong in
the near term. The record-high OSB pricing that we have experienced over the
past several months has positioned the company well,




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enabling us to complete our refinancing in March and to pursue the acquisition
of Voyageur Panel, said Brian Ainsworth, Chairman and Chief Executive Officer. The company will hold a conference call in the near future, at which management
will review the companys first quarter performance and discuss the outlook for
our business. A press release will provide conference call details once the
specific timing has been determined. Forward-looking statements in this news release relating to the Companys
expectations regarding OSB demand and pricing are made pursuant to the safe
harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. When used herein, words such as expect and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
are based on assumptions made by and information available to Ainsworth Lumber
Co. Ltd. Investors are cautioned that such forward-looking statements involve
risks and uncertainties. Important factors that could cause actual results to
differ materially from those expressed or implied by such forward looking
statements include, without limitation, the future demand for, and sales
volumes of, the Companys products, future production volumes, efficiencies and
operating costs, increases or decreases in the prices of the Companys
products, the Companys future stability and growth prospects, the Companys
future profitability and capital needs, including capital expenditures, and the
outlook for and other future developments in the Companys affairs or in the
industries in which the Company participates and factors detailed from time to
time in the Companys periodic reports filed with the United States Securities
and Exchange Commission, and other regulatory authorities. The Company has no
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.   Ainsworth Lumber Co. Ltd. has operated as a forest products company in Western
Canada for over 50 years. The companys facilities have a total annual capacity
of 1.5 billion square feet (3/8 basis) of oriented strand board (OSB), 155
million square feet of specialty overlaid plywood, and 55 million board feet of
lumber. In Alberta, its operations include an OSB plant at Grande Prairie and a
one-half interest in the Footner OSB plant at High Level. In B.C., its
operations include an OSB plant at 100 Mile House, a veneer plant at Lillooet,
a plywood plant at Savona and finger-joined lumber plant at Abbotsford. For further information please contact:Ainsworth Lumber Co. Ltd.
Suite 3194, Bentall 4
P.O. Box 49307
1055 Dunsmuir Street
Vancouver, B.C. V7X 1L3
Telephone: 604-661-3200
Facsimile: 604-661-3201www.ainsworth.ca Investor Relations Contacts:
Robert Allen
Chief Financial Officerrobert.allen@ainsworth.ca Bruce Rose
General Manager, Corporate Developmentbruce.rose@ainsworth.ca Robb Pelwecki
Manager, Corporate Reportingrobb.pelwecki@ainsworth.ca




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AINSWORTH LUMBER CO. LTD.
Consolidated Balance Sheets
(In thousands of dollars) March 31
    
    December 312004
    
    2003Unaudited
    
    AuditedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    60,570
    
    
    $
    194,054Accounts receivable, net of allowance for doubtful accounts
of $320 (2003  $542)
    
    
    49,320
    
    
    
    30,242Inventories
    
    
    69,143
    
    
    
    53,153Investment tax credit recoverable
    
    
    30,060
    
    
    
    30,060Prepaid expenses
    
    
    2,176
    
    
    
    3,433211,269
    
    
    
    310,942CAPITAL ASSETS
    
    
    286,950
    
    
    
    293,502OTHER ASSETS
    
    
    16,307
    
    
    
    23,277$
    514,526
    
    
    $
    627,721LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    
    16,300
    
    
    
    17,985Accrued liabilities
    
    
    16,422
    
    
    
    29,776Income taxes payable
    
    
    603
    
    
    
    3,494Current portion of long term debt (Note 2)
    
    
    226
    
    
    
    25033,551
    
    
    
    51,505REFORESTATION OBLIGATION
    
    
    5,213
    
    
    
    4,802LONG TERM DEBT (Note 2)
    
    
    281,303
    
    
    
    352,227FUTURE INCOME TAXES
    
    
    39,824
    
    
    
    47,396359,891
    
    
    
    455,930SHAREHOLDERS EQUITYCapital stock (Note 3)
    
    
    55,868
    
    
    
    53,110Contributed surplus
    
    
    
    
    
    
    118Retained earnings
    
    
    98,767
    
    
    
    118,563154,635
    
    
    
    171,791$
    514,526
    
    
    $
    627,721
 The accompanying Notes to the Interim Consolidated Financial Statements are an integral part of these statements. Approved by the Board: (CATHERINE AINSWORTH SIGNATURE)
    
    (ALLEN AINSWORTH SIGNATURE)DIRECTOR
    
    DIRECTOR




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AINSWORTH LUMBER CO. LTD.
Other Information March 31, 2004
    
    
    
    
    
    March 31, 2003Selected Balance Sheet Items ($000's)Cash
    
    $
    
    
    
    
    60,570
    
    
    $
    
    
    
    
    56,973Total assets
    
    $
    
    
    
    
    514,526
    
    
    $
    
    
    
    
    542,845Total debt
    
    $
    
    
    
    
    281,529
    
    
    $
    
    
    
    
    409,668Shareholders equity
    
    $
    
    
    
    
    154,635
    
    
    $
    
    
    
    
    74,489
 Three Months ended March 31Reconciliation of Net Income (loss) to EBITDA ($000's)
    
    2004
    
    2003Net Income (loss)
    
    $
    (19,796
    )
    
    $
    26,118Add:
    
    Depreciation and amortization
    
    
    8,314
    
    
    
    8,163Finance expense
    
    
    117,447
    
    
    
    14,974Write-down of capital assets
    
    
    
    
    
    
    Income and large corporation tax expense (recovery)
    
    
    (7,291
    )
    
    
    6,451Unrealized foreign exchange (gain) loss
    
    
    5,682
    
    
    
    (30,909
    )EBITDA{Note 1}
    
    $
    104,356
    
    
    $
    24,797Product Sales ($000s)OSB
    
    $
    150,603
    
    
    $
    68,811Plywood
    
    
    21,058
    
    
    
    18,015Veneer
    
    
    2,196
    
    
    
    2,973Lumber
    
    
    
    
    
    
    784Chips
    
    
    844
    
    
    
    582$
    174,700
    
    
    $
    91,165Geographic Sales Distribution ($000s)Canada
    
    $
    26,185
    
    
    $
    19,121USA
    
    
    137,865
    
    
    
    64,264Europe
    
    
    2,262
    
    
    
    2,350Asia
    
    
    8,388
    
    
    
    5,430$
    174,700
    
    
    $
    91,165Product Shipment VolumesOSB
    
    (msf-3/8")
    
    
    361,571
    
    
    
    324,168Plywood
    
    (msf-3/8")
    
    
    34,835
    
    
    
    30,483Veneer
    
    (msf-3/8")
    
    
    10,701
    
    
    
    14,289Lumber
    
    (mfbm)
    
    
    
    
    
    
    2,053Chips
    
    (BDUs)
    
    
    9,721
    
    
    
    9,242Production VolumesOSB
    
    (msf-3/8")
    
    
    346,271
    
    
    
    327,303Plywood
    
    (msf-3/8")
    
    
    37,500
    
    
    
    30,325Veneer
    
    (msf-3/8"){Note 2}
    
    
    50,099
    
    
    
    50,294Lumber
    
    (mfbm)
    
    
    
    
    
    
    Chips
    
    (BDUs)
    
    
    9,721
    
    
    
    9,242
   Note 1:
    
    EBITDA, a non-GAAP financial measure, is defined as operating earnings before amortization, plus interest and other income.Note 2:
    
    includes transfer volumes to Savona (for plywood production)




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AINSWORTH LUMBER CO. LTD.
Notes to the Interim Consolidated Financial Statement
Three month periods ended March 31, 2004 and 2003
Figures in tables are in thousands, unless otherwise indicated.
(Unaudited)  1.
    
    BASIS OF PRESENTATION  The Companys accounting policies are in accordance with accounting
principles generally accepted in Canada. These accounting policies are
consistent with those outlined in the annual audited financial statements.
These interim unaudited consolidated financial statements do not include
all disclosures normally provided in annual financial statements and
accordingly, should be read in conjunction with the Companys audited
financial statements for the year ended December 31, 2003. In managements
opinion, these unaudited interim consolidated financial statements include
all adjustments (consisting solely of normal recurring adjustments)
necessary to present fairly such information. The results of operations
for the interim periods are not necessarily indicative of the results to be
expected in future periods.  2.
    
    LONG TERM DEBT  On March 3, 2004, the Company completed a refinancing of its Senior Secured
Notes and issued US$210 million 6.75% Senior Unsecured Notes. Together with
its existing cash balance, the Company utilized the proceeds from the notes
to repurchase US$87.1 million of its 13.875% notes and US$182.2 million of
its 12.5% notes realizing a total loss of $106.2 million. The loss is
comprised of a $15.8 million write-off of deferred financing costs, an
$83.5 million redemption premium, and payment of consent fees of $7.2
million.  The details of the outstanding long term debt at March 31, 2004 is as
follows: U.S.$210,000,000 Senior Unsecured Notes due March 15, 2014
with interest payable semi-annually at 6.75% per annum
    
    $
    275,373U.S.$2,351,000 Senior Unsecured Notes due July 15, 2007
with interest payable semi-annually at 12.5% per annum
    
    
    3,083U.S.$2,000,000 Senior Unsecured Notes due July 15, 2007
with interest payable quarterly at 13.875% per annum
    
    
    2,623Capital lease obligations
    
    
    482281,561Unamortized deferred debt discount
    
    
    (32
    )281,529Current portion
    
    
    (226
    )$
    281,303
  On March 15, 2004, the Company established a $50,000,000 revolving credit
facility with interest rates of prime plus 0.5% or the bankers acceptance
rate plus 2.0%. At March 31, 2004 this facility was unutilized.




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AINSWORTH LUMBER CO. LTD.
Notes to the Interim Consolidated Financial Statement
Three month periods ended March 31, 2004 and 2003
Figures in tables are in thousands, unless otherwise indicated.
(Unaudited)  3.
    
    CAPITAL STOCK  On March 29, 2004, the Company issued 95,116 common shares to the holders
of 107,500 Class B common shares issued on June 25, 1999 who became
entitled under the Employee Participation Share Plan to receive common shares
in exchange for those Class B common shares. As at March 31, 2004,
there are no issued and outstanding Class B common shares.  4.
    
    SUBSEQUENT EVENT  On April 14, 2004, the Company announced that it had reached an agreement
with the shareholders of Voyageur Panel Limited to buy all of the
outstanding shares of Voyageur Panel Limited for a purchase price of
US$193,000,000 (subject to adjustment upon closing), plus an additional
amount of up to US$10,000,000 based on OSB prices between closing the
transaction and December 31, 2004. The transaction is expected to close in
the second quarter of 2004.




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: May 10, 2004



| | AINSWORTH LUMBER CO. LTD.
| | -------------------------



| | By: /s/ Robert Allen
Robert Allen
Chief Financial Officer
| | ---------------------------------------------------------