UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

~~Washington,~~Form ~~DC 20549~~6-K

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 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~~Form 20-F o ~~FORM~~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 ifwhether 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~~Yes o NONo 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
		Riverside Forest Products Limited (Registrant)
	(Registrant)
Date October 19, 2004		By:	/s/ “Michael E. Moore” (Signature)
Date October 4, 2004	By	“Michael E. Moore”
		Michael E. Moore, CFO (Name and Title of the Signing Officer)
		(Signature)
	Michael E. Moore, CFO
	(Name and Title of the Signing Officer)

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

EXHIBIT A: ~~News~~ Notice ~~Release~~of Change to Directors’ Circular dated October 418, 2004

EXHIBIT A

~~INTERFOR~~This TOdocument ~~ACQUIRE~~is ~~RIVERSIDE~~important ~~FOREST~~and ~~PRODUCTS~~requires ~~FOR~~your ~~$39~~immediate ~~PER~~attention. ~~SHARE~~If you are in doubt as to how to respond to the Tolko Offer, you should consult with your investment dealer, stockbroker, lawyer or other professional adviser.

(RIVERSIDE LOGO)

—NOTICE ~~Transaction~~OF ~~Gives~~CHANGE ~~Riverside~~TO ~~Shareholders~~DIRECTORS’ ~~Superior Immediate Value; Ongoing~~CIRCULAR ~~Participation in Larger and Stronger Company —~~

—IN ~~Investment~~RESPECT ~~Community~~OF ~~Conference~~THE ~~Call, 7:30 am PT, Monday, October 4, 2004 —~~OFFER

~~Kelowna, October 4, 2004 — Riverside Forest Products (TSX: RFP) today~~BY ~~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 debt of $28 million as of August 31, 2004 assumed as part of the transaction.

AtTOLKO ~~$39~~INDUSTRIES per share, the transaction represents a premium of 34% over Tolko’s offer of $29 per share, and 66% over the closing price of Riverside stock on August 24, 2004, the day prior to Riverside’s announcement of Tolko’s intention to make an unsolicited offer to acquire RiversideLTD. ~~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).~~

~~The~~TO ~~transaction,~~PURCHASE ~~which~~ALL isOF ~~expected~~THE toOUTSTANDING ~~close~~COMMON ~~by year-end, has been unanimously~~SHARES ~~approved by Riverside’s Special Committee of independent directors, as well as~~ ~~by the full boards of both companies.~~

~~Gordon W. Steele, Riverside’s Chairman and Chief Executive Officer, said, “This~~OF ~~is an outstanding transaction for Riverside. Our shareholders are receiving~~ ~~exceptional value, plus the ability to have an ongoing equity stake in~~ Interfor, while our employees, customers and communities will benefit as we become part of a significantly larger, stronger and better-diversified forest products company. We have great respect for Duncan Davies and his team, and believe they will create significant value for our shareholders in the years ahead.”

~~“Riverside~~RIVERSIDE isFOREST aPRODUCTS ~~quality company with quality people and is an excellent fit~~LIMITED ~~with Interfor,” said Duncan Davies, Interfor’s President and CEO. “The~~ ~~acquisition of Riverside will increase Interfor’s market capitalization and~~ ~~liquidity, which we hope will enhance the company’s position as an attractive vehicle for investors.”~~

~~Benefits~~ This Notice of Change relates to the ~~Transaction~~Directors’ Circular dated September 14, ~~When~~2004 issued by the ~~transaction~~Board isof ~~completed~~Directors in connection with the Tolko Offer, ~~Interfor~~as amended ~~will:~~by the notice of change dated September 28, 2004 and the notice of change dated October 6, 2004. This Notice of Change should be read in conjunction with the Directors’ Circular.

•Notice ~~Become~~To ~~the~~Non-Canadian ~~7th largest lumber company in the world, with 2.3 billion board feet of lumber capacity in addition to 530 million board feet of panels.~~Residents

• The ~~Have~~Tolko ~~annual~~Offer ~~sales~~is in respect of ~~approximately~~the $1securities of a Canadian issuer.5 While ~~billion~~the issuer is subject to Canadian continuous disclosure requirements, shareholders should be aware that the Canadian requirements are different from those of the United States and other non-Canadian jurisdictions. Financial information included herein, if any, has been prepared in accordance with Canadian generally accepted accounting principles and may not be comparable to financial information provided by United States or other non-Canadian companies.

• The ~~Produce~~enforcement ~~one~~by non-Canadian shareholders of ~~the~~civil ~~most~~liabilities ~~diversified~~under the ~~product~~securities ~~portfolios~~laws of ~~any~~the ~~wood~~United ~~products~~States ~~company,~~or ~~including~~other ~~higher value~~non-~~added~~Canadian ~~cedar~~jurisdictions may ~~and~~be ~~other~~adversely ~~appearance~~affected ~~grade~~by ~~products,~~the ~~studs,~~fact ~~dimension~~that ~~lumber,~~Riverside ~~traditional~~Forest ~~products~~Products ~~for~~Limited ~~the~~is incorporated ~~Japanese~~in ~~market~~Canada, ~~engineered~~that ~~products,~~all of its officers and ~~veneer~~directors are residents of Canada, and ~~specialty~~that ~~grade~~a ~~plywood~~majority of its assets are located in Canada.

•OCTOBER ~~Balance~~18, ~~the operating platform of Interfor by establishing critical mass in the B.C. Interior.~~2004

~~Interfor expects the transaction to generate estimated synergies in excess of~~(ii) ~~$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~~GLOSSARY ~~Interfor’s proposed acquisition is the culmination of an extensive strategic~~ ~~review process conducted by Riverside.~~

~~John~~ In ~~McLernon,~~this ~~Chairman~~Notice of ~~Riverside’s Special Committee of independent directors overseeing Riverside’s strategic review process~~Change, ~~said,~~unless ~~“This transaction has~~ the ~~full~~subject ~~and~~matter ~~unequivocal~~or ~~support~~context ~~of the independent directors of Riverside Forest Products. It~~ is ~~the result of a thorough and active~~ ~~process~~inconsistent ~~that produced serious discussions with a host of potential strategic and financial buyers. Of the various alternatives~~therewith, ~~Interfor offered~~ the ~~best value,~~following ~~the~~terms ~~best~~have ~~fit and~~ the ~~best~~meanings ~~prospects~~set ~~for~~forth ~~delivering long-term shareholder~~below: ~~value.”~~

~~Terms~~“Board of ~~the~~Directors” ~~Transaction Interfor~~or ~~will~~“Board” ~~effect~~means the ~~transaction~~Board ~~with a cash and share offer by way~~ of ~~a takeover~~Directors ~~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~~“Directors’ A:Circular” ~~(i)~~means ~~$39.00~~the inDirectors’ ~~cash~~Circular ~~(subject to a maximum~~ of ~~$19.50~~the ~~per~~Company ~~share in the~~dated ~~aggregate);~~September 14, ~~(ii)~~2004, ~~$39.00~~as inamended ~~Class A~~by ~~Interfor~~the ~~shares;~~notices orof ~~(iii)~~change ~~$19.50~~dated ~~in cash~~September 28, 2004 and ~~$19.50~~October 6, in2004 ~~Class A~~filed ~~Interfor~~by ~~shares;~~the orCompany.

~~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;~~means orInternational ~~(iii)~~Forest ~~$15.50~~Products ~~in cash and $19~~Limited.~~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.~~

“Interfor Offer” means the offer to be made by Interfor to the Riverside Shareholders on or before October 22, 2004 to purchase all of Riverside’s Shares for $39.00 per Share in cash and Class “A” subordinate voting shares of Interfor, or $35.00 per Share in cash and Class “A” subordinate voting shares of Interfor plus a contingent value right to receive a pro rata share of any U.S. softwood duties that are refunded to Riverside.

“Interfor Pre-Acquisition Agreement” means the pre-acquisition agreement between Interfor and Riverside dated October 3, 2004 pursuant to which, among other things, Interfor agreed to make the Interfor Offer.

“Notice of Change” means this Notice of Change to the Directors’ Circular.

“Riverside” or the “Company” means Riverside Forest Products Limited.

“Tolko’s Improved Offer” means the Tolko Offer as varied by Tolko on October 15, 2004 to: (i) increase the price offered per Share from $29.00 to $40.00, in cash; and (ii) extend the expiry time to 12:05 a.m. (Vancouver time) on October 26, 2004.

“Tolko Offer” means the offer made by Tolko on August 31, 2004 to purchase all of the outstanding Shares of Riverside for $29.00 per Share, as varied on September 24, 2004 to reduce the minimum tender condition from 75% to 51% and further varied on October 6, 2004 to extend the expiry time to 9:00 p.m. (Vancouver time) on October 22, 2004.

“Shareholders” or “Riverside Shareholders” means holders of Riverside Shares.

“Shares” or “Riverside Shares” or “Riverside’s Shares” means common shares in the capital of Riverside.

“Tolko” means Tolko Industries Ltd.

NOTICE OF CHANGE

This Notice of Change amends and supplements the Directors’ Circular issued by the Board of Directors of Riverside in connection with the Tolko Offer.

In this Notice of Change, words with initial capital letters are defined in the glossary at the front of this Notice of Change or elsewhere herein. All dollar amounts in this Notice of Change are expressed in Canadian dollars, unless otherwise indicated.

RECENT DEVELOPMENTS

Tolko’s Improved Offer

On August 31, 2004, Tolko offered to purchase all of the outstanding Shares of Riverside not already owned by it for $29.00 per Share, in cash. On October 15, 2004, Tolko varied the terms of the Tolko Offer by (i) increasing the price offered per Share from $29.00 to $40.00, in cash; and (ii) extending the expiry time to 12:05 a.m. (Vancouver time) on October 26, 2004.

On October 18, 2004, the Riverside Board of Directors announced that it had determined that Tolko’s Improved Offer is a “superior proposal” as defined in the Interfor Pre-Acquisition Agreement. Under the terms of the Interfor Pre-Acquisition Agreement, that determination triggers a right of Interfor, exercisable at any time before 5:00 p.m. (Vancouver time) on October 22, 2004, to amend the Interfor Pre-Acquisition Agreement to increase the consideration to be paid to Riverside’s Shareholders pursuant to the Interfor Offer to an amount having a value at least equal to the value of the consideration offered under Tolko’s Improved Offer. If Interfor exercises that right, the Interfor Pre-Acquisition Agreement provides that Riverside will not take any action to withdraw its recommendation with respect to the Interfor Offer. If Interfor does not exercise that right and the Riverside Board withdraws its recommendation with respect to the Interfor Offer, the agreed break fee will be payable by Riverside to Interfor, and that payment will release Riverside from the Interfor Pre-Acquisition Agreement.

The Board of Directors will await further developments, and communicate further with Shareholders in due course. In the meantime, the Board of Directors has not modified its previous recommendations to Riverside Shareholders in respect of the Tolko Offer, and recommends that Shareholders not tender to Tolko’s Improved Offer pending further communication from the Board.

Shareholder Rights Plan

As announced by press release on October 18, 2004, Riverside’s Board of Directors has concluded that the Company’s shareholder rights plan adopted October 5, 2004 has served its purpose in giving Riverside time to maximize value for its Shareholders, and so has resolved to terminate the rights plan, effective October 17, 2004.

NO MATERIAL CHANGES

Except as publicly disclosed or as referred to in this Notice of Change or in the Directors’ Circular, the directors and senior officers of Riverside are not aware of any information that indicates any material change in the affairs, activities, financial position or prospects of Riverside since September 14, 2004, being the date on which Riverside published its most recent unaudited interim consolidated financial statements, reflecting the 11-month period ended August 31, 2004.

STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides holders of securities of Riverside with, in addition to any other rights they may have at law, rights of rescission or to damages or both if there is a misrepresentation in a circular or notice that is required to be delivered to such security holders. Such rights must, however, be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their respective province or territory for particulars of those rights or consult with a lawyer. The rights summarized above are in addition to and without derogation from any other rights a holder of securities may have.

FORWARD-LOOKING STATEMENTS

This Notice of Change contains “forward-looking statements”. All statements, other than statements of historical fact, included in this Notice of Change that address activities, events or developments that the Board or Riverside’s management expects or anticipates will or may occur in the future, including in particular statements about Riverside’s plans, strategies and prospects, are forward-looking statements. These forward-looking statements, which are based on the Board’s and management’s current expectations and projections about future events, are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements included in this Notice of Change are made only as of the date of this Notice of Change.

APPROVAL OF NOTICE OF CHANGE

The contents of this Notice of Change and the delivery hereof have been approved and authorized by the Board of Directors of Riverside.

~~As of August 31, 2004, Riverside had deposited a total of US$84.5 million with~~CERTIFICATE ~~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 the United States since May 22, 2002. Riverside anticipates that it will~~ have paid an additional US$15 million prior to the closing of the proposed transaction, representing total duties paid of US$103.4 million between May 22, 2002 and closing. The refund of this entire amount would amount to an after-tax refund of approximately $9.00 per Riverside share at current exchange rates. Therefore, Riverside shareholders electing Option B could receive total consideration for each Riverside share ranging from $35 per share in the event that no countervailing and/or anti-dumping duty deposits are returned to $44 per share in the event that the final resolution on the softwood lumber dispute results in a refund of 100% of the duties paid.

~~The offer is subject to maximum aggregate cash consideration of $184~~ October ~~million (representing $19.50 per share)~~18, ~~and no more than 26.3 million Class A Interfor~~2004 ~~shares (representing $19.50 per Riverside share at the minimum issue price of~~ ~~$7.00 per Class A Interfor share) will be issued at a price not less than $7.00~~ per share and not greater than $8.56 per share. The cash component of the purchase price will be funded by Interfor’s cash on hand, existing credit facilities and acquisition financing provided by National Bank of Canada.

~~Further~~ Neither ~~information~~the onforegoing, ~~these~~the ~~consideration~~Directors’ ~~options~~Circular ~~and~~of ~~other~~the ~~matters~~Company ~~will~~dated September 14, be2004, the Notice of Change of the Company dated September 28, ~~provided~~2004 innor ~~Interfor’s~~the ~~formal~~Notice ~~offer~~of ~~and~~Change ~~take-over~~of ~~bid~~the ~~circular.~~Company Atdated October 6, 2004 contains an untrue statement of a material fact or omits to state a material fact that ~~time,~~is ~~Riverside~~required ~~will~~to ~~file~~be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Neither the foregoing, the Directors’ Circular ~~making~~of athe ~~formal~~Company ~~recommendation~~dated September 14, 2004, the Notice of Change of the Company dated September 28, 2004 nor the Notice of Change of the Company dated October 6, 2004 contains any misrepresentation likely to affect ~~shareholders~~the onvalue or market price of the ~~offer~~Shares subject to the Offer within the meaning of the Securities Act (Quebec).

~~Additional~~On ~~Details The~~behalf ~~Offer will be subject to 51%~~ of the ~~shares~~Board of ~~Riverside being tendered to~~Directors ~~the offer, the receipt of certain regulatory approvals and the satisfaction of~~ ~~various customary terms and conditions which will be more fully described in~~ ~~the offer and take-over bid circular, letter of transmittal and related documents.~~

~~Riverside~~(Signed) ~~shareholders~~Gordon ~~representing not less than 28% of Riverside’s shares outstanding have signed a “lock-up” agreement pursuant to which they have committed to tender their shares pursuant to the offer~~W. ~~Interfor~~Steele, ~~will~~Chairman, ~~appoint Gordon~~President ~~Steele~~ and ~~John~~Chief ~~Kerr~~Executive toOfficer ~~the~~(Signed) ~~Interfor~~John ~~Board~~R. ofMcLernon ~~Directors upon the closing of the transaction.~~ Director

IfPlease ~~the~~direct ~~transaction~~all ~~with~~inquiries ~~Riverside does not occur under certain circumstances, the agreement announced today provides for a break-up fee payable~~ to ~~Interfor~~: ~~by Riverside.~~

~~Riverside~~John ~~was~~Armstrong ~~advised by~~ BMO Nesbitt Burns ~~and~~Inc. ~~Bear Stearns~~Tel. ~~Bull,~~(604) ~~Housser~~443-1448 ~~& Tupper~~John.Armstrong@bmonb.com ~~provided~~Steven ~~legal~~Park ~~counsel~~Bear, toStearns ~~the~~& ~~company~~Co. ~~Riverside’s~~Inc. ~~Special~~Tel. ~~Committee~~(212) ~~of independent~~272-5393 ~~directors was advised by CIBC World Markets and the law firm of Getz Prince Wells~~skpark@bear. com

About the 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.

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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