SecProbe.io

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Mail Stop 7010

            October 28, 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

Financial Statements, page 40

Note 1 - Significant Accounting Policies, page 44

1. We have reviewed your response to comment two.  Please clarify
your response regarding the financing indicators discussed in SFAS
52.  Specifically, please tell us why the presence of mill-
specific
operating loan facilities that are secured by inventories and/or
receivables precludes your US and French operations from obtaining
and servicing long-term loan facilities on a stand-alone basis.
In
this regard, please clarify whether your US and French operations
would be able to service existing and normally expected debt
obligations if they were each an independent business, unrelated
to
you and unaffected by the restrictions associated with your
financing.

2. We also note that your US and French operations have incurred
ongoing losses.  Please tell us the amount and duration of these
losses.  Please also tell us whether the operating cash flows from
your US and French subsidiaries are negative or positive.

3. With respect to the cash flow indicators in paragraph 42(a) of
SFAS 52, please clarify how frequently, if at all, cash flows from
your US and French subsidiaries are dividend-ed or loaned to the
Canadian parent.

4. In addition, please provide us with your analysis of the
intercompany transactions and arrangement indicators discussed in
paragraph 42(f) of SFAS 52.  Please specifically discuss the
inter-
relationship of operations between your US and French subsidiaries
and the Canadian parent.  Please note that this is distinct from
decision-making autonomy.  Please also provide us with
quantitative
information regarding the volume of intercompany transactions.
Further, please provide us with total sales and operating expenses
for your US and French subsidiaries.

Note 21 - Financial Instruments, page 73

5. We note your response to comment three.  We note that the
prices
of your products are driven by US dollar reference prices.
However,
paragraph 15(b) of SFAS 133 provide an exception from the
requirement
to separate embedded foreign currency derivatives from a host
contract only if the host contract is not a financial instrument
and
if it requires payments denominated in the currency in which the
price of the related good or service that is acquired or delivered
is
routinely denominated in international commerce.  Accordingly,
please
support your assertion that the exception in paragraph 15(b)
applies
to your situation by demonstrating to us that the prices of
forest,
paper and pulp products are routinely denominated in US dollars in
international commerce.  If forest, paper, and pulp products are
sold
by you, your competitors or others in currencies other than the US
dollar, the exception in paragraph 15(b) would not apply.  See
footnote 6(b) to paragraph 15(b) of SFAS 133.

6. In addition, please tell us the following regarding your sales
process:
* The length of time your sales contracts cover.  For example,
please
clarify whether you enter into long-term sales contracts with your
customers or whether your customers order products on an as-needed
basis.  Please tell us the length of time between when your
customer
orders your product and when you recognize revenue.
* Whether your sales contracts or customer orders represent firm
commitments as defined in paragraph 540 of SFAS 133.

*    *    *    *

		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

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Mr. Michel Dumas
Tembec Industries, Inc.
October 28, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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