SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE
	April 19, 2005

via U.S. mail and fax: 819-627-4142

Michael Dumas
Executive Vice President, Finance and Chief Financial Officer
Tembec Inc.
10 Gatineau Road
Temiscanigue, Quebec, Canada  J0Z 3R0

Re:  	Tembec Inc.
	Form 40-F filed on December 27, 2004
      File No. 333-06552

Dear Mr. Dumas:

      We have reviewed your filing and have the following
comments.
Our review has been limited to the areas discussed below.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, 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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 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 filed December 27, 2005

General

1. We note the disclosure on your cover sheet indicating that your
Chief Executive Officer and Chief Financial Officer evaluated
disclosure controls and procedures within 90 days prior to filing
your Form 40-F.  Please be advised that this evaluation was
required
to have been performed as of the end of the period covered by the
report.  Refer to Instruction B(6)(b) to Form 40-F.

Note 1 - Significant Accounting Policies, page 66

	Translation of foreign currencies, page 68

2. Please support your decision to account for the translation of
operations in the U.S. and France using the temporal method rather
than the current rate method.  Refer to CICA 1650.32.  Also
explain
why the temporal method does not result in a Canadian-U.S. GAAP
reconciling item.  We would expect that for U.S. GAAP, local
currencies would be the functional currencies.

Note 9 - Other Long-term Liabilities and Credits, page 74

3. We note that you adopted CICA 3110 in the first quarter of
fiscal
2005 and recognized asset retirement obligations as liabilities at
that time. Please explain to us why your fiscal 2004 Form 40-F
does
not reflect a U.S. GAAP reconciling item to comply with the
requirements of FAS 143.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 filing;

* 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.

      	You may contact Sandy Eisen at 202-942-1805 or, in her
absence, Jenifer Gallagher at 202-942-1923 if you have questions
regarding these comments.  Please send all correspondence to us at
the following ZIP code:  20549-0405.

							Sincerely,

                              H. Roger Schwall

					Assistant Director

cc: 	S. Eisen
	J. Gallagher

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Tembec Inc.
April 19, 2005
page 3

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