SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010

            September 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 response and have the following
additional comments.

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

Disclosure Controls and Procedures

1. We note your proposed disclosure revisions in response to prior
comment three of our letter dated August 12, 2005.  Your proposed
disclosures indicate that disclosure controls and procedures are
only
effective "to ensure that information required to be disclosed by
the
issuer in reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods
specified in the rules and forms of the SEC."  In future filings,
please also state, if true, that your disclosure controls and
procedures are also effective 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.  Otherwise, please
simply conclude that your disclosure controls and procedures are
effective or ineffective, whatever the case may be.

Financial Statements, page 40

Note 1 - Significant Accounting Policies, page 44

2. We have reviewed your response to prior comment 12 of our
letter
dated August 12, 2005.  If material, please explain in further
detail
why you believe that the primary economic environment of your US
and
French operations is that of Canada.  See paragraph 5 of SFAS No.
52.
In this regard, please tell us the following:
* Sales market indicators - please clarify whether there is an
active
local sales market for the products produced by your US and French
operations or whether the markets are mostly in Canada.
* Expense indicators - we note from your disclosure on page 31
that
your production inputs are purchased in local currency.  Please
clarify whether labor and production-related assets in the US and
France are also in local costs or obtained from Canada.
* Financing indicators - we note from your response that the
Canadian
parent company borrows US dollar denominated debt and provides
loans
to the foreign operations.  Please clarify for us whether the
foreign
operations generate sufficient funds to service this debt to you,
as
well as any external parties, or whether, for example, you are
funding losses incurred by the US and French operations.  In other
words, please clarify for us whether your US and French operations
would be able to obtain and service its debt obligations if they
were
stand-alone entities, not subject to indentures associated with
your
high yield debt.  Please also clarify for us the purpose of the
loans
you have provided to your US and French operations, including
whether
were made for expansion-related purposes.

Alternatively, if you do not believe that your use of the Canadian
dollar, instead of the local currency, as the functional currency
of
your US and French operations, has a material effect on your
financial statements, please provide us with the quantitative and
qualitative basis for your conclusion.  See SAB 99.

Note 21 - Financial Instruments, page 73

3. We note your response to prior comment 13 of our letter dated
August 12, 2005.  Please explain in detail how you applied
paragraph
15 of SFAS No. 133 to determine that the US dollar denominated
contracts under which your Canadian and European operations sold
US
$2.2 billion of your products do not contain embedded derivatives.
In this regard, please clarify the following:
* If you believe you meet paragraph 15(a) of SFAS No. 133, please
reconcile the requirement in paragraph 15(a) to your response to
prior comment 12, which suggests that the functional currency of
your
Canadian and European operations is other than the US dollar.  If
you
believe that the functional currency of another substantial party
to
the contract is the US dollar, please explain in detail the
party`s
involvement in the contract and how you determined that the
functional currency of this party is the US dollar.  We would
assume,
for example, that the customers of your Canadian and European
operations would have functional currencies of other than the US
dollar.  If our assumption is not correct, please tell us why not.
* If you believe you meet paragraph 15(b) of SFAS No. 133, please
explain the basis for this view in detail, particularly given that
both you and your competitors appear to also sell forest, pulp and
paper products in currencies other than the US dollar.
* If you believe you meet paragraph 15(c) of SFAS No. 133, please
explain the basis for this view, given that on page 31 of your
Form
40-F, you state that these sales are from your Canadian and
European
operations, where the local currency is other than the US dollar.
* If you believe you meet paragraph 15(d) of SFAS No. 133, please
explain the basis for this view, given that your operations in
Canada
and Europe do not appear to operate in highly inflationary
environments.

*    *    *    *

		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.

    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

??

??

??

??

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>