SecProbe.io

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Mail Stop 7010

            August 12, 2005

Mr. Michel Dumas
Executive Vice President, Finance and Chief Financial Officer
Tembec Industries, Inc.
800, Rene-Levesque Blvd., Suite 1050
Montreal, Qc, Canada H3B 1X9

	RE:	Form 40-F for Fiscal Year Ended September 25, 2004
		File No. 33-80178

Dear Mr. Dumas:

		We have reviewed your filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 40-F for the Year Ended September 25, 2004

General
1. Where a comment below requests additional disclosures or other
revisions please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings.

Disclosure Controls and Procedures
2. We note that you define disclosure controls and procedures as
those controls and procedures "that are designed to ensure that
information required to be disclosed in [your] filings under the
Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities
and
Exchange Commission rules and forms."  This is an incomplete
definition of disclosure controls and procedures per Rules 13a-
15(e)
and 15d-15(e) of the Exchange Act.  Please revise in future
filings
your definition to also clarify that disclosure controls and
procedures include controls and procedures designed to ensure that
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
3. Please note that your internal controls evaluation date is
required to be as of the end of the period covered by the report,
rather than within 90 days of filing.  Please refer to paragraph
B(6)(b) of the general instructions to Form 40-F.  If true, please
confirm in your response that your evaluation was conducted as of
September 25, 2004 as indicated in your certification.  Please
revise
to disclose the correct evaluation date.
4. Please also note that you are required to disclose any change
in
your internal control over financial reporting that occurred
during
the period covered by the annual report, rather than subsequent to
the date of your evaluation, that has materially affected, or is
reasonably likely to materially affect, your internal control over
financial reporting.  Refer to paragraph B.6(e) of the general
instructions to Form 40-F and revise your disclosure accordingly.
5. We note that you have included a discussion of the limitations
of
all control systems.  Specifically, you state, "[t]he design of
any
system of controls and procedures is based in part upon certain
assumptions about the likelihood of future events.  There can be
no
assurance that any design will succeed in achieving its stated
goals
under all potential future conditions, regardless of how remote."
Please remove such statement from future filings, as this does not
appear to be a limitation of an entity`s internal control system
per
AU Section 319.16-.24, as referenced by SEC Release No. 33-8238.

Item 13 - Auditors
6. Please tell us where you have provided, or revise your filing
to
include, the disclosures required by paragraph B(10) of the
general
instructions to Form 40-F.
Section One

Contractual Obligations, page 28
7. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.  Please refer to SEC
Release 33-8350.

Section Two

Financial Statements, page 40

Consolidated Statement of Operations, page 41
8. If material, please tell us your consideration of EITF 01-9 in
determining that your sales deductions should not be classified as
a
reduction of revenue under US GAAP.  Alternatively, please
disclose
this classification difference as part of your US GAAP
reconciliation
in note 22.
9. We note that you classify your unusual items, consisting of
fixed
asset impairment, goodwill impairment, and restructuring charges,
as
a non-operating expense under Canadian and US GAAP.  Citing
relevant
accounting literature, please tell us your basis for doing so.
See
paragraph 25 of SFAS No. 144 and paragraph 18 of SFAS No. 146.

Consolidated Statement of Cash Flows, page 42
10. We note that in your consolidated statement of cash flows, you
reconcile cash and cash equivalents, net of operating bank loans.
Citing relevant accounting literature, please tell us how your
presentation, net of operating bank loans, complies with Canadian
GAAP.  To the extent that Canadian GAAP differs from SFAS No. 95
under US GAAP, please present in note 22 a reconciliation of your
statement of cash flows under Canadian GAAP to your statement of
cash
flows under US GAAP.

Consolidated Business Segment Information, page 43
11. We note here and on pages nine and 20 of section one that the
Paper segment has experienced operating losses in the past two
years,
continued declining margins and difficult market conditions.  We
also
note in your Form 6-K filed August 12, 2005 that the majority of
the
$115 million impairment charge and at least half of the severance
and
other closure costs recorded during the quarter ended June 25,
2005
related to a papermill.  Please tell us the factors you considered
in
evaluating any potential impairment of goodwill related to your
Paper
segment under both Canadian and U.S. GAAP.  Please also tell us
more
about the operating and financial assumptions discussed on page
six
of section one and the basis for those assumptions.

Note 1 - Significant accounting policies, page 44
12. We assume the functional currency of each of your foreign
operations is the local currency of the country in which you
operate.
If so, please tell us why you do not translate the financial
statements of your foreign operations into the Canadian dollar,
your
reporting currency, pursuant to paragraphs 12 - 14 of SFAS No. 52.
Instead, based on your disclosures on page 49, it appears that you
remeasure the financial statements of your foreign operations to
the
Canadian dollar.  If our assumption is not correct, please explain
to
us your evaluation of each of the factors listed in Appendix A of
SFAS No. 52 in determining that the Canadian dollar is your
functional currency for all of your operations.  As part of your
analysis, please tell us your consideration of the fact that
production inputs are purchased in local currency, as disclosed on
page 31.

Note 21 - Financial instruments, page 73
13. On page 31, you state that the prices of many of your
products,
including those you sell in Canada and Europe are generally driven
by
U.S. dollar reference prices.  You also state that you generate
approximately US $2.2 billion of U.S. dollar-denominated sales
annually from your Canadian and European operations.  We assume
that
the functional currency of these operations is other than the U.S.
dollar.  Accordingly, please explain to us your evaluation of
whether
these sales contracts contain embedded foreign currency
derivatives
pursuant to paragraphs 12 - 16 of SFAS No. 133.  Please also tell
us
how you account for the transaction gains / losses on the U.S.
dollar-denominated receivables generated by these sales in Canada
and
Europe, pursuant to paragraph 15 of SFAS No. 52.

Note 22 - Summary of material differences between generally
accepted
accounting principles (GAAP) in Canada and the United States, page
77
14. For clarity, please label each of the lines in your net
earnings
(loss) and shareholders` equity reconciliation with a letter such
that each line corresponds to a lettered description following the
reconciliations.

15. In your reconciliation of net loss under Canadian GAAP to US
GAAP, please tell us why:

* Your amortization of deferred gain on foreign exchange contracts
adjustment of $145.1 does not agree to the corresponding amount of
$149.3 in note 16.

* Your amortization of pre-operating costs adjustment of $1.4 does
not agree to the corresponding amount of $5.7 million in note 15.

* Your development and pre-operating costs adjustment of $3.5 does
not agree to amounts capitalized under Canadian GAAP of $2,
calculated as the change in deferred development, pre-operating
costs
and other in note 6, excluding that portion of the change due to
amortization of $5.7.

Please also tell us why your net loss of $28.8 under U.S. GAAP
does
not agree to the $26.4 included in your U.S. GAAP comprehensive
income.

*    *    *    *

		Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

    If you have any questions regarding these comments, please
direct
them to Scott Watkinson, Staff Accountant, at (202) 551-3741 or,
in
his absence, me at (202) 551-3255.

								Sincerely,

								Nilima Shah
								Accounting Branch Chief

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Mr. Michel Dumas
Tembec Industries, Inc.
August 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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