SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of February 2008

Ainsworth Lumber Co. Ltd.

(Registrant’s name)

Suite 3194

Bentall 4

P.O. Box 49307

1055 Dunsmuir Street

Vancouver, British Columbia

Canada V7X 1L3

(Address of principal executive offices)

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

Form 20-F

Form 40-F

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

Yes

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.


	AINSWORTH LUMBER CO. LTD.

Date: February 5, 2008	By:	/s/ Robert Allen
		Robert Allen
		Chief Financial Officer

Documents Included as Part of this Report

Document

No.

99.1		AINSWORTH REACHES A SETTLEMENT ON U.S. CLASS ACTION LAWSUIT

AINSWORTH LUMBER CO LTD 6-K