# SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 40-F

| |  |                                                                                         
| |  | ----------------------------------------------------------------------------------------
| |  | Registration statement
 pursuant to Section 12 of the Securities Exchange Act of 1934   
| |  | or                                                                                      
| |  | Annual report pursuant to Section
 13(a) or 15(d) of the Securities Exchange Act of 1934

|                                      |  |                                    
|------------------------------------- |  | -----------------------------------
|For Fiscal year ended:January 2, 2005 |  | Commission File number: No. 0-24964

# 

WESCAST INDUSTRIES INC. (Exact name of registrant as specified in its charter)

|                              |                                |                          
|----------------------------- | ------------------------------ | -------------------------
|Ontario                       | 3714                           | Not Applicable           
|(Province or other            | (Primary standard industrial   | (I.R.S.employer          
|jurisdiction of incorporation | classification code number, if | identification number, if
|or organization)              | applicable)                    | applicable)              

# P.O. Box 1600150 Savannah Oaks Drive
Brantford, OntarioCanada N3T 5L8
 (519) 750-0000

(Address
and telephone number of registrants principal executive office)

CT
Corporation System, 111 Eighth Avenue, New York, New York 10011; (212) 590-9331

(Name,
address and telephone number of agent for service in the United States)

Securities
registered pursuant to Section 12(b) of the Act:

| |                                   |  |                                           
| | --------------------------------- |  | ------------------------------------------
| | Title of each class               |  | Name of each exchange on which registered:
| | Class A Subordinate Voting Shares |  | The Nasdaq Stock Market                   

| | Securities
registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities 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:

| |  |                         |  |                                    
| |  | ----------------------- |  | -----------------------------------
| |  | Annual Information Form |  | 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:

| |                                   |          
| | --------------------------------- | ---------
| | Class A Subordinate Voting Shares | 5,730,268
| | Class B Common Shares             | 7,376,607

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 Rule12g3-2(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

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 |  | No

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# UNDERTAKING AND
CONSENT TO SERVICE OF PROCESS

# A. Undertaking

Wescast
Industries Inc. (the Registrant) undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the staff of the Securities and
Exchange Commission (the SEC), and to furnish promptly, when requested to do
so by the SEC staff, information relating to 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 with the SEC a Form F-X in connection with the Common
Shares.

---



# DISCLOSURE CONTROLS
AND PROCEDURES

# A. Evaluation of
Disclosure Controls and Procedures.

The
Registrant maintains disclosure controls and procedures and internal control over
financial reporting designed to ensure that information required to be disclosed in the
Registrants filings under the Securities Exchange Act of 1934, as amended (the
Exchange Act) is recorded, processed, summarized and reported within the time
period specified in the rules and forms of the SEC. The Registrants Chief Executive
Officer and Chief Financial Officer, after having evaluated the effectiveness of the
Registrants disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this report have concluded
that, as of such date, the Registrants disclosure controls and procedures were
adequate and effective to ensure that material information relating to the Registrant and
its consolidated subsidiaries would be made known to them by others within those entities.
However, as recommended by the SEC in its adopting release, the Registrant will continue
to periodically evaluate its disclosure controls and procedures and will make
modifications from time to time as deemed necessary to ensure that information is
recorded, processed, summarized and reported within the time periods specified in
the SECs rules and forms.

# B. Changes in Internal
Control Over Financial Reporting.

There
was no change in the Registrants internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, its internal control over financial reporting.

# AUDIT COMMITTEE
FINANCIAL EXPERT

See page 28 of Exhibit 99.1 to this report.

# CODE OF ETHICS

See page 27 of Exhibit 99.1 to this report.

# PRINCIPAL ACCOUNTANT FEES AND SERVICES

See page 29 of Exhibit 99.1 to this report.

# AUDIT COMMITTEES
PRE-APPROVAL POLICIES AND PROCEDURES

See page 30 of Exhibit 99.1 to this report.

# OFF-BALANCE SHEET ARRANGEMENTS

See page 40 of Exhibit
99.2 to this report

# TABULAR DISCLOSURE OF
CONTRACTUAL OBLIGATIONS

See page 41 of Exhibit 99.2 to this report.

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# 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 members of the Audit Committee are: J.
Emilien Bolduc (Chair), J. Dwane Baumgardner, Lawrence G. Tapp, Mary Theresa McLeod and
Daniel Lam.

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# SIGNATURES

Pursuant
to the requirements of the Exchange Act, the Corporation 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, thereto duly authorized.

DATED
at Brantford, Ontario as of the 30th day of March, 2005.

# 

| | WESCAST INDUSTRIES INC.                      
| | ---------------------------------------------
| | By: /s/ Edward G. Frackowiak                 
| | Name: Edward G. Frackowiak                   
| | Title:   Chairman and Chief Executive Officer
| |                                              
| |                                              

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# EXHIBIT INDEX

|         |                                                    
|-------- | ---------------------------------------------------
|Exhibits | Description                                        
|99.1     | Annual Information Form for the Year Ended         
|         | January 2, 2005                                    
|99.2     | Managements Discussion and Analysis of Results    
|         | of Operations and Financial Condition for the year 
|         | ended January 2, 2005                              
|99.3     | Audited Annual Financial Statements for the Year   
|         | Ended January 2, 2005                              
|99.4     | Consent Letter from Deloitte & Touche LLP          
|99.5     | Officers' Certifications Required by Rule 13a-14(a)
|         | or Rule 15d-14(a)                                  
|99.6     | Officers' Certifications Required by Rule 13a-14(b)
|         | or Rule 15d-14(b) and Section 1350 of Chapter 63   
|         | of Title 18 of the United States Code