UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~September~~October, 2004

Commission File Number:

Riverside Forest Products Limited

(Translation of registrant’s name into English)

820 Guy Street, Kelowna, BC, Canada V1Y 7R5

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.


FORM 20-F o		FORM 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


YES o		NO þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RIVERSIDE FOREST PRODUCTS LIMITED
	(Registrant)
Date September 29, 2004	By	“Michael E. Moore”
Date October 4, 2004	By	“Michael E. Moore”
		(Signature)
	Michael E. Moore, CFO
	(Name and Title of the Signing Officer)

Michael E. Moore, CFO (Name and Title of the Signing Officer)

The following attached document is filed under this Form 6-K:

EXHIBIT A: News ~~New~~ Release dated ~~September~~October 294, 2004

(RIVERSIDE FOREST PRODUCTS LIMITED LOGO)

EXHIBIT A

INTERFOR TO ACQUIRE RIVERSIDE FOREST PRODUCTS ~~FILES~~FOR ~~NOTICE~~$39 OFPER ~~CHANGE TO DIRECTORS’~~SHARE ~~CIRCULAR, SAYS TOLKO OFFER REMAINS FINANCIALLY INADEQUATE~~

~~Kelowna,~~— ~~British~~Transaction ~~Columbia,~~Gives ~~September 29, 2004 —~~ Riverside ~~Forest~~Shareholders ~~Products Limited~~Superior ~~(TSX:~~Immediate ~~RFP)~~Value; ~~has filed a Notice of Change to its Directors’ Circular~~Ongoing ~~dated~~Participation ~~September 14, 2004. This filing was made~~ in ~~response~~Larger ~~to Tolko’s September 24, 2004 Notice of Variation to its offer to purchase all of the shares of Riverside not already owned by Tolko~~ and ~~its~~Stronger ~~affiliates,~~Company ~~in which~~— ~~Tolko reduced its minimum tender condition from 75% to 51%.~~

~~Reflecting~~— ~~the~~Investment ~~fact~~Community ~~that~~Conference ~~Tolko~~Call, ~~has~~7:30 ~~done~~am ~~nothing~~PT, toMonday, ~~address the financial inadequacy of its offer~~October 4, ~~Riverside’s~~2004 ~~Board of Directors reiterated its~~— ~~unanimous recommendation that shareholders reject the Tolko offer and not~~ ~~tender their shares.~~

InKelowna, ~~its~~October 4, ~~Notice~~2004 of— ~~Change~~Riverside Forest Products (TSX: RFP) today announced that it has signed a definitive agreement with International Forest Products (“Interfor”) (TSX: IFP) pursuant to which Interfor will make an offer to acquire Riverside for $39 per share in cash and Interfor Class A shares, or $35 per share in cash and Interfor Class A shares plus a Contingent Value Right (CVR) to receive any U.S. softwood duty refunds received by Riverside. The proposed transaction values Riverside at $396 million, including Riverside’s net ~~Board~~debt of ~~Directors~~$28 million ~~made~~as ~~the~~of ~~following~~August 31, 2004 assumed as part of the ~~points:~~transaction.

•At ~~Riverside~~$39 per share, the transaction represents a premium of 34% over Tolko’s offer ~~Board~~ of ~~Directors~~$29 ~~stands~~per byshare, and 66% over the ~~statements~~closing ~~made~~price inof ~~its~~Riverside ~~Directors’~~stock ~~Circular~~on August 24, ~~and~~2004, ~~urges~~the ~~shareholders~~day ~~not~~prior to beRiverside’s ~~swayed~~announcement byof Tolko’s ~~self-serving~~intention to ~~efforts~~make atan ~~rebuttal~~unsolicited offer to acquire Riverside. Riverside shareholders who elect to receive the CVR will have the potential to receive value for their shares in excess of $39 per share (as described more fully below).

~~• Tolko’s offer is at $29 per Share.~~ The ~~closing price of the Shares on the Toronto Stock Exchange on September 28~~transaction, ~~2004~~which ~~was~~is ~~$34.90.~~expected ~~Since~~to ~~the~~close ~~announcement~~by ~~of the offer on August 25~~year-end, ~~2004,~~has ~~the~~been ~~trading~~unanimously approved ~~price~~by of Riverside’s ~~shares~~Special ~~has~~Committee ~~consistently~~of ~~been~~independent ~~significantly greater than Tolko’s offer~~directors, ~~reflecting~~as ~~the~~well ~~market’s~~as by ~~concurrence with~~ the ~~Board’s~~full ~~view~~boards ~~that~~of ~~the~~both ~~offer undervalues Riverside~~companies.

•Gordon ~~Tolko~~W. isSteele, ~~seeking~~Riverside’s toChairman ~~acquire~~and ~~Riverside~~Chief atExecutive ~~the~~Officer, ~~lowest~~said, ~~possible~~“This is ~~price.~~an ~~Riverside’s~~outstanding ~~Board~~transaction ~~and~~for ~~its~~Riverside. ~~advisers~~Our shareholders are ~~working~~receiving exceptional ~~hard~~value, toplus ~~develop~~the ~~and~~ability ~~present~~ to ~~shareholders~~have an ~~alternative~~ongoing toequity ~~Tolko’s~~stake ~~offer~~in Interfor, ~~that~~while ~~will~~our ~~deliver~~employees, ~~full~~customers and ~~fair~~communities ~~value~~will ~~for~~benefit ~~their~~as ~~shares~~we become part of a significantly larger, stronger and better-diversified forest products company. ~~Riverside~~We ishave ~~engaged~~great inrespect afor ~~robust~~Duncan ~~strategic~~Davies ~~process~~and ~~designed~~his toteam, ~~maximize~~and believe they will create significant value for ~~all~~our ofshareholders ~~Riverside’s~~in ~~shareholders~~the years ahead.”

•“Riverside ~~Tolko~~is ~~has~~a ~~complained~~quality ~~that~~company itwith ~~has~~quality ~~not~~people ~~been~~and ~~granted~~is ~~access~~an toexcellent ~~Riverside’s~~fit with ~~data~~Interfor,” ~~room.~~said InDuncan ~~fact~~Davies, ~~Tolko~~Interfor’s ~~has~~President ~~been~~and ~~offered~~CEO. ~~access~~“The acquisition toof ~~the~~Riverside ~~data~~will ~~room~~increase onInterfor’s ~~terms~~market ~~that~~capitalization ~~other potential bidders have found acceptable~~and liquidity, ~~with~~which ~~appropriate~~we ~~modification.~~hope ~~Tolko~~will ~~has~~enhance ~~declined~~the ~~to participate in Riverside~~company’s ~~process~~position onas ~~that~~an ~~basis~~attractive vehicle for investors.”

•Benefits ~~Tolko~~of ~~is free to improve upon its offer. Although it has been invited, many times, to do so, it has consistently declined, preferring instead to hint at what it might do in~~ the ~~future.~~Transaction When ~~Riverside’s Board cannot make decisions on~~ the ~~basis~~transaction ofis ~~such hints or speculation about what Tolko or another bidder may or may not do~~completed, ~~but~~Interfor ~~can only deal with concrete proposals before it.~~will:

• ByBecome ~~reducing~~the ~~its~~7th ~~minimum~~largest ~~tender~~lumber ~~condition,~~company ~~Tolko~~in ~~has~~the ~~signalled~~world, ~~that it would be satisfied~~ with ~~obtaining~~2.3 ~~control~~billion ofboard ~~Riverside,~~feet ~~without giving any indication~~ of ~~its~~lumber ~~plans~~capacity ~~for Riverside’s business, or of the manner~~ in ~~which~~addition itto ~~intends~~530 tomillion ~~deal~~board ~~with~~feet ~~minority~~of ~~shareholders~~panels.

•

Have annual sales of approximately $1.5 billion.

•

Produce one of the most diversified product portfolios of any wood products company, including higher value-added cedar and other appearance grade products, studs, dimension lumber, traditional products for the Japanese market, engineered products, and veneer and specialty grade plywood.

•

Balance the operating platform of Interfor by establishing critical mass in the B.C. Interior.

Interfor expects the transaction to generate estimated synergies in excess of $20 million per year within two years. It is also expected to be accretive to Interfor earnings and cash flow in 2005, as well as over the market cycle, while maintaining a conservative capital structure.

Comment of the Independent Committee
Interfor’s proposed acquisition is the culmination of an extensive strategic review process conducted by Riverside.

John McLernon, Chairman of Riverside’s Special Committee of independent directors overseeing Riverside’s strategic review process, said, “This transaction has the full and unequivocal support of the independent directors of Riverside Forest Products. It is the result of a thorough and active process that produced serious discussions with a host of potential strategic and financial buyers. Of the various alternatives, Interfor offered the best value, the best fit and the best prospects for delivering long-term shareholder value.”

Terms of the Transaction
Interfor will effect the transaction with a cash and share offer by way of a takeover bid for all the issued and outstanding shares of Riverside. Interfor will mail its offer and take-over bid circular as promptly as practicable. For each Riverside share, shareholders may elect to receive consideration composed of either:

Option A: (i) $39.00 in cash (subject to a maximum of $19.50 per share in the aggregate); (ii) $39.00 in Class A Interfor shares; or (iii) $19.50 in cash and $19.50 in Class A Interfor shares; or

Option B: (i) $35.00 in cash (subject to a maximum of $15.50 per share in the aggregate); (ii) $35.00 in Class A Interfor shares; or (iii) $15.50 in cash and $19.50 in Class A Interfor shares; and (iv) a Contingent Value Right entitling the holder to receive a pro rata share of the after-tax amount of any countervailing and/or antidumping duty deposit refunds received by Riverside on or before December 31, 2007 in respect of duties paid or accrued on or before the closing date of the transaction.

•As ~~Tolko~~of ~~has~~August 31, ~~also~~2004, ~~failed~~Riverside had deposited a total of US$84.5 million with the United States Department of Commerce and accrued a further US$3.9 million in respect of countervailing and anti-dumping duties on softwood lumber exports to ~~indicate~~the ~~how~~United States since May 22, 2002. Riverside anticipates that it ~~proposes~~will have paid an additional US$15 million prior to ~~fund~~the closing of the ~~obligation~~proposed transaction, ~~which~~representing ~~would~~total beduties ~~triggered~~paid byof aUS$103.4 million ~~change~~between May 22, 2002 and closing. The refund of ~~control,~~this entire amount would amount to ~~repurchase~~an ~~all~~after-tax refund of approximately $9.00 per Riverside’s ~~outstanding~~share ~~US$150~~at ~~million~~current ~~notes~~exchange ~~due~~rates. Therefore, ~~2014~~Riverside shareholders electing Option B could receive total consideration for aneach ~~amount~~Riverside ~~equal~~share ranging from $35 per share in the event that no countervailing and/or anti-dumping duty deposits are returned to ~~101~~$44 per share in the event that the final resolution on the softwood lumber dispute results in a refund of 100% of the ~~principal~~duties ~~amount thereof~~paid.

•The ~~Prior~~offer is subject to ~~Tembec~~maximum ~~Inc.’s~~aggregate ~~public~~cash ~~announcement~~consideration onof ~~September~~$184 million (representing ~~28,~~$19.50 ~~2004~~per share), and no more than 26.3 million Class A Interfor shares (representing $19.50 per Riverside ~~had~~share noat ~~knowledge~~the minimum issue price of $7.00 ~~any~~per ~~purchase~~Class A orInterfor ~~ownership~~share) ofwill ~~Riverside~~be ~~shares~~issued byat ~~Tembec~~a price not less than $7.00 per ~~Riverside~~share isand ~~actively~~not ~~pursuing~~greater ~~discussions~~than ~~about~~$8.56 ~~potential~~per ~~transactions~~share. ~~with~~The acash ~~number~~component of ~~interested~~the purchase ~~parties~~price will be funded by Interfor’s cash on hand, ofexisting ~~which~~credit facilities ~~Tembec~~and isacquisition ~~only~~financing ~~one~~provided by National Bank of Canada.

~~Gordon~~Further W.information ~~Steele,~~on ~~Riverside~~these ~~Chairman,~~consideration ~~President~~options and ~~Chief~~other ~~Executive~~matters ~~Officer,~~will be ~~said:~~provided ~~“Tolko~~in Interfor’s ~~revised~~formal ~~bid~~offer isand ~~curious~~take-over tobid ~~say the least~~circular. ~~Rather~~At ~~than increase its offer to a point~~ that ~~warrants further consideration~~time, ~~it has changed the~~ ~~terms~~Riverside ofwill ~~its~~file ~~bid~~a toDirectors’ ~~make~~Circular itmaking ~~significantly~~a ~~less~~formal ~~attractive~~recommendation to ~~Riverside~~ shareholders. Weon ~~urge~~the ~~shareholders not to disadvantage themselves by tendering to Tolko’s hostile~~ offer.

~~“Riverside~~Additional isDetails The ~~actively~~Offer ~~pursuing~~will ~~discussions~~be ~~with~~subject ~~several~~to ~~qualified~~51% ~~parties regarding~~of ~~transactions~~the ~~contemplated~~shares atof ~~prices~~Riverside ~~exceeding~~being ~~both~~tendered ~~Tolko’s~~to the offer ~~price~~, ~~and~~ the ~~current~~receipt ~~market price~~ of ~~Riverside~~certain ~~shares.~~regulatory Weapprovals ~~are~~and ~~continuing~~the tosatisfaction of ~~work~~various ~~with~~customary ~~those~~terms ~~parties~~and toconditions ~~refine~~which anwill ~~alternative~~be ~~transaction~~more ~~that~~fully ~~provides~~described ~~the~~in ~~best~~the ~~value~~offer toand ~~our~~take-over ~~shareholders~~bid circular, letter of transmittal and related documents.”

~~Steele~~Riverside ~~added:~~shareholders ~~“While~~representing ~~there~~not ~~can~~less bethan no28% ~~assurances~~of ~~that~~Riverside’s ~~such a transaction will~~shares ~~occur,~~outstanding ~~given~~have ~~the~~signed ~~high~~a ~~level~~“lock-up” ofagreement ~~interest~~pursuant ~~and~~to ~~the~~which ~~nature~~they ~~of the proposals~~have ~~received,~~committed weto ~~expect~~tender ~~that~~their inshares ~~due~~pursuant ~~course~~to the ~~Special~~offer. ~~Committee~~Interfor ~~and the Board~~ will appoint beGordon inSteele aand ~~position~~John Kerr to ~~present~~the anInterfor ~~alternative~~Board toof ~~Tolko’s~~Directors ~~offer~~upon ~~for~~the ~~consideration~~closing byof ~~our~~the ~~shareholders~~transaction.”

~~The~~If ~~Notice of Change amends~~ the ~~original~~transaction with Riverside ~~Directors’~~does ~~Circular~~not ~~by deleting~~occur ~~the~~under ~~paragraph~~certain ~~which stated that Tolko would be unable to complete the original offer on its terms (which included the 75% tender condition)~~circumstances, ~~since~~ ~~directors and senior officers of Riverside holding 28.5% of~~ the ~~shares~~agreement ~~had advised~~announced ~~the~~today ~~Board~~provides ~~that~~for ~~they~~a ~~did~~break-up ~~not~~fee ~~intend~~payable to ~~tender~~Interfor by ~~their shares to it~~Riverside.

Riverside ~~Forest~~was ~~Products~~advised ~~Limited~~by isBMO ~~the~~Nesbitt ~~fourth~~Burns ~~largest~~and ~~lumber~~Bear ~~producer~~Stearns. ~~in British~~Bull, ~~Columbia~~Housser ~~with~~& Tupper ~~over~~provided ~~1.0~~legal ~~Bbf~~counsel ofto ~~annual~~the ~~capacity~~company. ~~and~~Riverside’s anSpecial ~~annual~~Committee ~~allowable~~of ~~cut~~independent ofdirectors ~~3.1 million~~was ~~cubic~~advised ~~metres.~~by ~~The~~CIBC ~~company~~World isMarkets ~~also~~and the ~~second~~law ~~largest~~firm of ~~plywood~~Getz ~~and~~Prince ~~veneer producer in Canada~~Wells.

-About 30the -Companies Riverside Forest Products Limited is the fourth largest lumber producer in British Columbia with over 1.0 Bbf of annual capacity and an annual allowable cut of 3.1 million cubic metres. The company is also the second largest plywood and veneer producer in Canada.

Media Contact:	Longview Communications
	Josh Pekarsky	David Ryan
	(604) 694-6030	(604) 694-6031
Investor Contact:	Michael E. Moore, CFO
	Riverside Forest Products Limited
	(250) 861-6904

Interfor is one of the Pacific Northwest’s largest producers of quality wood products for sale to markets around the world. The company has operations in British Columbia, Washington and Oregon, including five sawmills in the Coastal region of B.C., one in the B.C. Interior, two sawmills in Washington and one in Oregon. Interfor also operates a number of value-added remanufacturing and specialty products facilities in B.C. and Washington. The company has an annual allowable cut of 2.7 million m³ of timber (less provision for harvest take-back, expected to occur during 2005 and 2006 under the Forestry Revitalization Plan) and a combined annual rated capacity of 1.3 billion fbm of lumber.

Conference Call Details
There will be a conference call on Monday, October 4, 2004 at 7:30 AM (Pacific Time), 10:30 AM (Eastern Time) for the purpose of discussing this transaction. The dial-in number is 1-800-298-3006. Supporting slides with be available at www.interfor.com

The conference call will also be recorded for those unable to join in for the live discussion. The number to call is 1-800-558-5253 Reservation 21210301 and will be available until October 18, 2004.

This press release contains forward-looking statements, which reflect the Corporation’s current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors. These factors include the risk that Riverside will not be integrated successfully; the risk that the cost savings and any synergies from the transaction may not be fully realized or may take longer to realize than expected; and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the periodic and other reports filed by Interfor and Riverside with Canadian Securities Commissions and available on SEDAR (http://www.sedar.com). Riverside does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

# # #


Media Contact:	Longview Communications
	Josh Pekarsky	David Ryan
	(604) 694 6030	(604) 694 6031

Investor Contact:	Michael E. Moore, CFO
	Riverside Forest Products Limited
	(250) 861-6904

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