UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F/A(Amendment No. 2)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 27, 2004

Commission file number:#000-29506

NOVAMERICAN STEEL INC.(Exact Name of Registrant as Specified in its Charter)

Canada(Jurisdiction of Incorporation or Organization)

6001 Irwin Street, LaSalle, Québec, Canada H8N 1A1(Address of Principal Executive Offices)

Securities
registered or to be registered pursuant to Section 12(b) of the Act:

NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares, without nominal or par value(Title of Class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:

NONE

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of November 27, 2004:

|9,786,089 |  | Common Shares   
|--------- |  | ----------------
|-0-       |  | Preferred Shares

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý        No o

Indicate by check mark which financial statement item the registrant has elected to follow.

Item
17 o        Item 18 ý



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EXPLANATORY NOTE

This Form 20-F/A is being filed by Novamerican Steel Inc. (the "Company") as Amendment No. 2 to its Annual Report on
Form 20-F filed on February 23, 2005 (the "Form 20-F"). The sole purpose of this Amendment No. 2 is to amend and restate Items 5 and 19 in
their entirety in order to revise incorrect column headings in the "Selected Results of Operations" subsection of Item 5. This Form 20-F/A does not change the other
disclosures set forth in the Form 20-F as originally filed and, except as expressly indicated herein, does not reflect events occurring after or provide information subsequent to,
the original filing date of the Form 20-F.

STATEMENT ON FORWARD-LOOKING INFORMATION

Except for the statements of historical fact contained herein, the information under the headings "Information on the Company", "Item 5 Operating and
Financial Review and Prospects", "Quantitative and Qualitative Disclosures about Market Risk" and elsewhere in the Form 20-F as amended constitutes "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. When used in the Form 20-F as amended, the words "anticipate," "expect," "believe," "estimate," "project"
and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions, including those identified in the section
captioned "Key InformationRisk Factors". Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, expected, believed, estimated or projected. We undertake no obligation to publicly release, furnish or file the result of any revision to the forward-looking
statements herein that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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PART I

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read this discussion together with our consolidated financial statements and the related notes and other financial information
included elsewhere in this annual report.

Overview

Our operations historically have been conducted under the management philosophy of D. Bryan Jones, our founder and chief executive officer. We were
incorporated on April 4, 1997 as part of a reorganization in order to consolidate the operations of American Steel and Aluminum Corporation, or American Steel, and Nova Steel Ltd., or
Nova, under one holding company.

Our
consolidated financial statements include the accounts and transactions of our U.S. affiliates and our Canadian affiliates at historical cost, except that all material intercompany
balances and transactions have been eliminated. All references to our fiscal years and to those of our subsidiaries and affiliates are to fiscal years ended on the last Saturday of November.

We
sell products in Canada and the United States. All of our sales and payments are made in either Canadian dollars or U.S. dollars and we conduct our operations generally on the basis
of short-term orders. Our customers typically release orders on a just-in-time basis and generally use one week forecasts for placement of orders, which are subject
to frequent additions and cancellations. Because our firm orders are so variable and have such short lead times, backlog, in the traditional sense, at any point in time is not a meaningful indicator
of the trend in our overall business or our future performance. Our results of operations are affected by numerous external factors, such as general economic and political conditions, competition and
steel pricing and availability.

We
have grown our business internally and through acquisitions to become a multi-facility, multi-process steel service center. We have achieved additional growth through developing
value-added services in processing and geographic niches. We are one of four producers in North America of hydroform quality tubing used by the automotive industry, and one of two independent picklers
in Canada. We also have recently installed a new in-line temper mill, which will make us the only independent provider of this high-precision service in Canada. We have been
profitable in each year since we commenced operations in 1979, except for a loss of less than $200,000 in 1990. Our total tons sold and processed and our shareholders' equity grew from 1997 to 2004 at
a compound annual growth rate of 11.8% and 21.0% respectively.

Through
our subsidiaries, we sell a broad range of products, many of which have different gross margins. Products that have undergone more value-added processing, as well as manufactured
products, generally have a higher gross margin. Toll processing generally results in lower selling prices per ton but higher gross margins as a percentage of net sales than direct sales. Accordingly,
our overall gross margin is affected by product mix and the amount of toll processing performed, as well as volatility in selling prices and material purchase costs. Net sales include direct sales and
toll processing revenues. Cost of goods sold includes raw material, freight-in and labor costs.

Our
accounts receivable, as recorded on our balance sheet, typically reflect invoices which are dated within three months prior to, and which are unpaid at, the date of the balance
sheet. The amount of our accounts receivable as recorded on our balance sheet will therefore reflect the recent increasing or decreasing trends in selling prices as well as in sales volumes.
Similarly, our inventories, which we seek to turn as frequently as possible and which we report on a first-in first-out basis, will reflect recent inventory replacement costs.
As our inventory replacement costs increase or decrease, based on similar inventory volumes, our inventories as recorded on our balance sheet will increase or decrease accordingly. As a result, we
believe that the increases in our accounts receivable and our inventories at the end of fiscal 2004 compared with fiscal 2003 are largely a reflection of the increases

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in
our selling prices and in our steel replacement costs during the last quarter of fiscal 2004, in our closing inventory volumes compared with the last quarter of 2003. Our inventories at the end of
fiscal 2004 reflect the current pricing for steel, whereas net sales for the year reflect pricing through the full twelve-month period. Where there is a period during which steel prices rise, as was
the case through fiscal 2004, based on similar volumes, inventories will tend to increase at a greater rate than sales.

While
the steel service center industry is largely a regional business, it can be affected by the broader industrial markets. Beginning in the last fiscal quarter of 2004 and continuing
into the first fiscal quarter of 2005, we have observed that North American steel prices, which had been at a premium to global steel prices throughout the first three fiscal quarters of 2004, have
come more in line with world steel prices. We have also seen some inventory corrections during this same period as a result of seasonal factors and relatively high service center inventories, which
have had the effect of reducing selling prices. We do not expect our results in fiscal 2005 to benefit as much from inventory valuation
gains as they did in fiscal 2004, and do not currently believe that the pricing levels during the second half of fiscal 2004 are fully sustainable beyond the particular economic climate of that
period. However, based on discussions with our customers we believe that there is currently continued strong demand in many manufacturing industries and as discussed further below, we believe it is
unlikely that in the foreseeable future prices will return to the levels that prevailed in years prior to 2004. See "Risk FactorsRisks Relating to our OperationsThe prices we
pay for steel and raw materials, and the prices we are able to charge our customers for our products, may fluctuate due to a number of factors beyond our control, which could adversely affect our
operating results," and "Risk FactorsRisks Relating to our OperationsOur business may be affected by the cyclicality of the industries that purchase our products. Reduced
demand from one or more of these industries could result in lower operating income and profitability."

In
recent years, our steel suppliers have been significantly impacted by the shortage of raw materials resulting in unprecedented cost increases affecting scrap, coke, iron ore and
energy. At times, this affected the availability and prices of flat rolled carbon steel. Effective in January 2004, North American steel producers implemented raw material surcharges to offset
these costs at least until these shortages subside. More recently, due in part to the surcharges and a number of additional factors, including the strengthening of the general economy, the increased
consolidation of North American steel producers and the increasing demands for steel from the Asian markets, particularly China, there has been a sharp rise in the price we pay for raw material, which
on average increased through fiscal 2004 by approximately 65%.

As
a result of the surcharges from the steel producers, which, we believe, were introduced to overcome contracted price commitments, and the general price increases for other purchases,
the pricing to all customers in our industry was increased by us and our competitors. As noted above, it is uncertain to what extent these increases in prices will be fully sustained. During most of
2004, the escalation in surcharges by the North American steel producers was predicated on the shortages of supply and rising prices of scrap, coke and iron ore among other raw materials. In recent
months, while the price of scrap has decreased, the price of iron ore has increased significantly. These opposing trends notwithstanding, it appears to us that the North American steel producing mills
are moving towards pricing levels that, although lower than experienced in 2004, are higher than in years prior to 2004. In fact, it appears to management that there is a trend among steel producers
to roll raw material surcharges into a new base pricing structure. In addition, in the past few years we have noticed a trend of consolidation of steel producers which we believe will continue in the
North American and global markets. For example, in the period from 2003 to 2005 five formerly-independent North American steel suppliers merged into a single operating business. We believe that this
type of consolidation will have the effect of stabilizing pricing in the industry. We also believe that China will remain a net importer of flat rolled steel in the future and will continue to
influence steel prices.

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Accordingly,
we believe it is unlikely that in the foreseeable future prices will return to the levels that prevailed during the years prior to 2004.

We
operate as an intermediary between steel producers and our customers. As indicated above, increasing or decreasing trends in steel prices will impact our accounts receivable and
inventories, and
thereby our working capital and liquidity. Our commitments for metal purchases are generally at prevailing market prices in effect at the time we place our orders. During periods of increasing prices,
we face increased working capital demands as we sell off lower priced inventory but must purchase steel at the increasing prices. Similarly, when prices are decreasing, we face the challenge of
selling the inventory that we acquired at a relatively higher cost, as we replace our inventory at the decreasing prices. We believe that funds available under our credit facilities together with the
funds from our operations will be sufficient to provide us with the liquidity necessary to fund our anticipated working capital requirements and capital expenditure requirements over the next
12 months. See "Liquidity and Capital Resources."

Significant
short-term increases in prices can, depending upon general economic conditions, have a dampening effect on demand. However, we do not believe that the price
increases that we implemented as a result of the surcharges being imposed by North American steel producers during fiscal 2004 caused an impact on the volume of sales. In the future, we may not be
able to pass on these surcharges and price increases to our customers. Certain of our customers paid the additional amounts related to the surcharges in 2004 under protest. If these and other
similarly situated customers were to assert claims that they are not obligated to pay the amounts related to the surcharges and ultimately prevailed on such claims, this could have a material adverse
effect on our business, results of operations and financial condition in one or more future reporting periods.

Selected Results of Operations

We have set forth in the following table for each of the periods presented certain statement of operations data expressed as a percentage of net sales.

|                                  |  | Years Ended |  
|--------------------------------- |  | ----------- | -
|
|Net sales                         |  | 100.0       | %
|Cost of sales                     |  | 70.7        |  
|Gross margin                      |  | 29.3        |  
|Operating expenses                |  | 13.9        |  
|Operating income                  |  | 15.4        |  
|Interest expense                  |  | 0.6         |  
|Share in income of joint ventures |  | (0.0        | )
|Income before income taxes        |  | 14.8        |  
|Income taxes                      |  | 5.3         |  
|Net income                        |  | 9.5         | %

Fiscal 2004 Compared to Fiscal 2003

In fiscal 2004, our net sales increased by $261.5 million or 51.6% to $768.6 million compared with $507.1 million in fiscal 2003. During
fiscal 2004, the steel industry in general experienced significant price increases by the North American steel producers of approximately 104.8% over the course of our fiscal year arising from raw
material cost and supply factors which, in turn, also led to the introduction of surcharges. Accordingly, our average selling prices escalated throughout the year by 45.0% and were significantly
higher than in fiscal 2003. In addition, the change in the Canada/U.S. exchange rate on the conversion to U.S. dollars of the net sales of our Canadian subsidiaries in the consolidated financial

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statements
for fiscal 2004 had a positive impact of approximately 4.4% on our net sales which represents an amount of $34.2 million.

Furthermore,
our tons sold and processed increased by 9.1% to 1,815,000 tons in 2004 from 1,664,000 tons in fiscal 2003. Our tons sold and processed in 2004 includes 914,000 tons from
direct sales and 901,000 tons from toll processing, compared with 870,000 tons from direct sales and 794,000 tons from toll processing in fiscal 2003.

Our
gross margin increased from $106.2 million in fiscal 2003 to $225.1 million in fiscal 2004, and as a percentage of net sales from 21.0% in fiscal 2003 to 29.3% in
fiscal 2004. These increases are primarily attributable to the strong pricing conditions and improved economic environment in fiscal 2004 in contrast to the weak market conditions we experienced
through the first three quarters of fiscal 2003, as well as to our focus on regaining and improving our gross margin percentage.

Our
operating costs as a percentage of net sales decreased to 13.9% of sales from 16.4% in fiscal 2003. The decrease in percentage was attributable to our higher net sales. In absolute
dollars our operating expenses increased by $24.0 million. This increase was attributable to the following: (i) the impact of the change in the Canada/U.S. exchange rate on the
conversion to U.S. dollars of the operating expenses of our Canadian subsidiaries in the consolidated financial statements for fiscal 2004 in the amount of approximately $3.9 million;
(ii) the consolidation for the full year of one of our operations which was formerly consolidated for only five months in the amount of approximately $0.6 million; (iii) profit-
related bonuses in the amount of approximately $5.1 million; (iv) an increase in the allowance for doubtful accounts in the amount of approximately $1.7 million;
(v) additional operating costs incurred through the duration of the expansion projects in the LaSalle and Brampton facilities in the amount of approximately $2.3 million; and
(vi) the increase in general overall operating costs arising from additional plant and office staff, annual salary and wage increases, utility costs, and other variable costs resulting from a
9.1% growth in tons sold and processed in the amount of approximately $10.4 million.

In
fiscal 2004, our interest expense decreased by $0.2 million or 5.4% to $4.9 million compared with $5.1 million in fiscal 2003. Some of our interest rates were
impacted positively by reductions in interest rate premiums which resulted from improved covenant ratios. In addition, we reduced the overall interest bearing debt during fiscal 2004.

Our
effective income tax rate in fiscal 2004 was 35.6% of income before taxes compared to 29.1% in fiscal 2003. The increase is attributable in part to a reduction in the impact on our
effective income tax rate of the Canadian tax incentive for manufacturing and processing activities and to the unavailability of certain previously available U.S. tax credits.

Fiscal 2003 Compared to Fiscal 2002

In fiscal 2003, our tons sold and processed increased by 3.8% to 1,664,000 tons from 1,604,000 tons in fiscal 2002. Our tons sold and processed in fiscal 2003
included 870,000 tons from direct sales and 794,000 tons from toll processing, compared with 867,000 tons from direct sales and 737,000 tons from toll processing in 2002.

Our
net sales increased by approximately $41.6 million, or 8.9%, to $507.1 million in fiscal 2003, compared with $465.5 million in 2002. The increase was partly
attributable to higher processing volumes but also due to prices which, after moving downward through the first half of the year, trended upward through the second half.

Our
gross margin, as a percentage of net sales, decreased to 21.0% in fiscal 2003 from 24.5% in fiscal 2002. The decrease was attributable to weak market conditions prevailing in the
first half of fiscal 2003 caused by excess inventories throughout the industry.

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Our
operating expenses, as a percentage of net sales, decreased to 16.5% of sales in fiscal 2003 from 17.1% in fiscal 2002. The decrease in percentage was mainly attributable to our
higher net sales. In absolute dollars, our operating expenses increased by $3.5 million. This increase was due mainly to increased operating levels in certain of our facilities and the
consolidation of one of our operations which was formerly accounted for on an equity basis.

Our
interest expense remained unchanged at $5.1 million. This was a result of the overall borrowings remaining at the same level as 2002.

Income
before income taxes decreased by $11.8 million, or 39.1%, to $18.4 million in fiscal 2003 from $30.2 million in fiscal 2002. This decrease was due mainly to
our lower gross margins.

Our
income taxes in fiscal 2003 were $5.3 million and represented 29.1% of our income before taxes, compared to $10.1 million representing 33.4% of our income before income
taxes in fiscal 2002.

Fiscal 2002 Compared to Fiscal 2001

In fiscal 2002, our tons sold and processed increased by 11.4% to 1,604,000 tons from 1,440,000 tons in fiscal 2001. Our tons sold and processed in fiscal 2002
include 867,000 tons from direct sales and 737,000 tons from toll processing, compared with 773,000 tons from direct sales and 667,000 tons from toll processing in fiscal 2001.

Net
sales increased by approximately $48.5 million, or 11.6%, to $465.5 million, compared with $417.0 million in fiscal 2001. The increase was mainly attributable to
our higher selling prices and higher volumes.

Gross
margin, as a percentage of our net sales, increased to 24.5% in fiscal 2002 from 22.8% in fiscal 2001. The increase was attributable to the rapid increase in our selling prices
during fiscal 2002, to the increase in the number of tons we processed for others and to our management of inventories.

Our
operating expenses, as a percentage of net sales, decreased to 17.1% of sales in fiscal 2002 from 18.4% in fiscal 2001. The decrease in percentage was mainly attributable to our
higher selling prices. In absolute dollars, our operating expenses increased by $3.0 million. This increase was due mainly to our increased operating levels.

Our
interest expense decreased by approximately $1.4 million, or 21.6%, to $5.1 million, compared to $6.5 million in fiscal 2001. This decrease was mainly due to the
lower level of our bank indebtedness.

Income
before income taxes and minority interest increased by $18.3 million, or 153.8%, to $30.2 million in fiscal 2002 from $11.9 million in fiscal 2001. This
increase was due mainly to our higher selling prices and our higher gross margins.

Our
income taxes in fiscal 2002 were $10.1 million and represented 33.4% of income before taxes and minority interest, compared to $3.9 million representing 32.8% of income
before income taxes and minority interest in fiscal 2001.

Liquidity and Capital Resources

Our principal capital requirement is to fund our growth, including greenfield projects, strategic acquisitions, the purchase and upgrading of processing
equipment, the construction of related facilities and additional working capital. Historically, we have used cash generated from operations and revolving credit borrowings under our credit facilities
to finance our working capital requirements. We have financed acquisitions and capital additions from the proceeds of long-term indebtedness under our credit facilities.

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We
generated net cash from our operating activities for fiscal 2002, 2003 and 2004 in the amounts of $13.2 million, $19.1 million and $17.8 million, respectively.
These variations are attributable mainly to fluctuations in our overall accounts receivable and inventory levels which reflected the then existing market conditions.

In
fiscal 2002, 2003 and 2004 the amounts of net cash we used for investing activities were $16.5 million, $17.0 million and $3.3 million, respectively. During 2004,
the cash we used for investing activities consisted primarily of $9.1 million of capital expenditures in our LaSalle, Québec facility. From fiscal 2002 to date, we have made
significant investments in the facility at LaSalle as well as in equipment at St. Hubert, Québec and Stoney Creek, Ontario.

Our
net cash from (used for) financing activities for fiscal 2002, 2003 and 2004 was $0.3 million, $0.1 million and ($14.9) million, respectively. These differences are
mainly due to fluctuations in our working capital items.

We
believe that funds available under our credit facilities together with the funds from our operations will be sufficient to provide us with the liquidity necessary to fund our
anticipated working capital requirements and capital expenditure requirements over the next 24 months. Our capital requirements are subject to change as business conditions warrant and
opportunities arise. We anticipate spending approximately $16.0 million on certain projects in the current fiscal year to increase capacity at existing facilities. At this time however, we have
not committed to funding any such projects. In connection with our internal and external expansion strategies, we may from time to time seek additional funds to finance the development of new
facilities and major improvements and additions to processing
equipment to respond to our customers' demands. We plan to refinance our U.S. revolving credit and term loan agreements in the normal course when they become due in 2006. We expect to generate enough
cash to repay all of our other long-term debt.

At
November 27, 2004, our revolving credit facilities consisted of the following:



There
are no cross collateralizations among the various Canadian credit facilities or between the Canadian credit facilities and the U.S. credit facility.

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At
November 27, 2004, our long-term debt consisted of the following:



Our
obligations described in the above four bullet points rank on apari passubasis.

Our
credit facilities contain various restrictive covenants which require us to maintain minimum net worth levels, certain financial ratios and limitations on dividends and capital
expenditures. As at November 27, 2004 we were in compliance with all such restrictive covenants. Our credit facilities restrict our ability to receive dividends and interest from our
subsidiaries.

As
at November 27, 2004, we had $0.1 million outstanding under various letters of credit.

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As
at November 27, 2004, advances by Peter J. Ouimet, the president of Argo Steel Ltd., one of our Canadian subsidiaries, amounted to $0.7 million, bearing interest
at Royal Bank of Canada's prime rate, 4.25% as at November 27, 2004, plus a premium of 0.5%, without repayment terms.

The
following loans were repaid during fiscal 2004:



Off-balance Sheet Arrangements

As at and for the year ended November 27, 2004 we had no off-balance sheet arrangements that had or are reasonably likely to have a material
current or future effect on our financial condition, revenues or expenses, liquidity, capital expenditures or capital resources.

Tabular Disclosure of Contractual Obligations

A summary of the payments due under our debt and other contractual obligations as at November 27, 2004 is as follows:

|                                               |  | Payments due by period
|---------------------------------------------- |  | ----------------------
|
|
|Long-term debt                                 |  | $                     
|Interest payments on fixed rate long-term debt |  |                       
|Interest payments on variable rate debt(1)     |  |                       
|Operating leases                               |  |                       
|Purchase obligations                           |  |                       
|                                               |  | $                     

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The
amount of purchase obligations included in the above table reflects our estimate of steel on order, in production and unshipped and for which we believe we would have an obligation
to pay. Most of our purchase orders may be cancelled without penalty upon giving sufficient notice. In the normal course of business, we purchase approximately $610.6 million of steel per year.
We estimate no more than approximately $69.1 million of steel purchase orders were outstanding at November 27, 2004 in the form of firm purchase orders.

Effects of Inflation

Inflation generally affects us by increasing the cost of personnel, processing equipment, purchased steel and borrowings under our credit facilities and other
indebtedness. We do not believe that inflation has had a material effect on our operating income over the last three fiscal years. However, inflation has had and could have a material effect on our
financing costs based on its impact on amounts borrowed, the prime rate and LIBOR.

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Effects of Foreign Currency Fluctuations

Although our financial results are reported in U.S. dollars, some of our revenues are derived from sales made by Canadian subsidiaries into the United States,
which are denominated in U.S. dollars, and converted into Canadian dollars based upon the average monthly exchange rate at the time of sale. If we are not able to successfully hedge our currency
exposure, fluctuations in the rate of exchange between the Canadian dollar and the U.S. dollar could have a material effect on our financial condition, results of operations and cash flow. See
"Quantitative and Qualitative Disclosures About Market Risk."

In
addition, when we consolidate the financial statements of our Canadian subsidiaries' into such financial statements, they are translated from their functional currency, the Canadian
dollar, into the reporting currency, the U.S. dollar. Fluctuations in the value of the U.S. dollar could have materially reduce or increase our results of operations and assets and liabilities as
reported in our financial statements.

Hedging

We formally document all relationships between hedging instruments and the hedged items, as well as our risk-management objectives and strategies for
undertaking various hedge transactions. We formally assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in cash flows of the hedged items.

We
discontinue hedge accounting prospectively when (a) we determine that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item,
(b) the derivative expires or is sold, terminated or exercised, or (c) we determine that the designation of the derivative as a hedge instrument is no longer appropriate. In these
situations where hedge accounting is discontinued, the derivative will be carried at its fair value on the balance sheet, with changes in its fair value recognized in current-period earnings.

We
minimize the credit (or repayment) risk in derivative instruments by entering into transactions with reputable financial institutions and we do not hold derivative instruments for
trading purposes.

At
November 27, 2004, one of our U.S. subsidiaries had an interest rate swap agreement to manage its exposure to interest rate risk as required under the terms of the term loan
agreement. See "Liquidity and Capital Resources." This swap possesses a term equal to the term of the debt, with a fixed pay rate and a receive rate indexed to rates paid on the debt.
This derivative was
entered into concurrently with the issuance of the debt being hedged, at which date, it was designated as a cash flow hedge and its fair value was recognized on the balance sheet. Changes in the fair
value of this derivative are reported as a separate component of shareholders' equity in accumulated other comprehensive income.

We
utilize forward contracts, from time to time, to hedge our exposure to Canadian dollar exchange rate fluctuations in connection with future sales and purchases denominated in U.S.
dollars. Forward contracts are entered into with reputable financial institutions and we do not enter or hold foreign exchange forward contracts for trading purposes. There were no forward foreign
exchange contracts outstanding at November 27, 2004.

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Changes in Accounting Policies

Effective November 30, 2003, we adopted FASB Interpretation, or FIN, 46,Consolidation of Variable Interest
Entities. Variable interest entities are required to be consolidated by their primary beneficiary. The primary beneficiary is the party that absorbs a majority of the entity's
expected losses, receives a majority of its expected returns, or both. However, we have determined that we did not have investments in variable interest entities. Accordingly, FIN 46 did not have a
material initial impact on our consolidated financial statements.

Application of Critical Accounting Policies

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial
statements. The estimates and assumptions are based on our historical experience and past performance. Actual results could differ from these estimates under different assumptions or conditions. On an
ongoing basis, we monitor and evaluate our estimates and assumptions. The following critical accounting policies reflect what we believe require our most difficult, subjective or complex judgments:

Revenue recognition.Revenue from product sales is recognized when there is persuasive evidence of an arrangement, the amount
is fixed or determinable, delivery of the product to the customer has occurred, there are no uncertainties surrounding product acceptance and collection of the amount is considered probable. Title to
the product generally passes and revenue is recognized upon delivery of the product at the customer's destination. Sales returns and allowances are treated as reductions to sales and are provided for
based on historical experience and current estimates.

We
charge the customer for the complete product delivered to the customer's designated location and we do not charge separately for shipping and handling costs. Shipping and handling
costs are recorded under the "Delivery" caption on our consolidated statement of earnings and amounted to $19.5 million for the year ended November 27, 2004.

Goodwill.Following the adoption of Statement of Financial Accounting Standard No. 142, Goodwill and Other
Intangible Assets, goodwill is no longer amortized but its carrying value must be tested annually
for impairment. For the purpose of testing goodwill impairment, we and an independent appraiser perform a valuation analysis of the reporting unit annually. The most recent valuation report indicated
that the fair value of the reporting unit exceeds its carrying value, including goodwill. Therefore no impairment loss had to be recognized in the November 27, 2004 consolidated financial
statements.

Allowance for doubtful accounts.We maintain an allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, increases to the
allowance may be required.

Income taxes.The provision for income taxes is computed on the pretax income of the consolidated subsidiaries located within
each taxing jurisdiction based on the current tax law. Deferred income taxes are provided, based upon currently enacted tax rates, for temporary differences in the recognition of assets and
liabilities on the financial statements and for income tax purposes.

Deferred
income taxes include the benefit of losses carried forward when it is reasonably likely that future profits will result. Should the opportunity to realize the benefit of these
losses expire, such amounts would result in additional deferred income tax expense.

No
provision has been made for deferred income taxes that may result from future remittances of approximately $53.0 million of undistributed earnings of our U.S. subsidiaries as
at November 27, 2004. Under current Canadian tax law, we may repatriate undistributed earnings of such U.S. subsidiaries

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without
any income tax effect. However, should we repatriate part or all of the undistributed earnings of our U.S. subsidiaries, a 5% withholding tax would be assessable on that amount.

Derivatives.We have designated an interest rate swap agreement to manage our exposure to interest rate risk as a cash flow
hedge. Changes in fair value are reported as a separate component of shareholders' equity in accumulated other comprehensive income. We formally assess, both at the hedge's inception and on an ongoing
basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Should this hedge cease to be highly effective, any changes in
fair value will be recognized in current period earnings.

Trend Information

During our current, as well as our previous quarter, we have seen steel prices in North America, which had been at a premium, realign with world steel prices.
While we have seen some inventory corrections during this same period, we continue to receive reports of continued strong demand in many manufacturing industries which should bode well for steel
demand and steel prices in 2005. That being said, given the possible impact of interest rates, exchange rates as well as global events and economic factors on our markets it is difficult to accurately
forecast future results. As such, it is not certain that we will be able to maintain our present levels of sales and profitability. However, although we do not expect to experience the same inventory
gains in 2005 as in 2004, we do expect current market conditions to continue to produce strong results.

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ITEM 19 EXHIBITS

|Exhibit No. |     | Description of Exhibit                                                                                                                                               
|----------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1         | (a) | Articles of incorporation.                                                                                                                                           
|1.2         | (a) | By-laws.                                                                                                                                                             
|2.1         | (a) | Specimen of Certificate representing Common Shares.                                                                                                                  
|4.1         | (b) | 1997 Share Option Plan.                                                                                                                                              
|4.2         | (c) | Formation and Operating Agreement, dated February 2, 2000, of BethNova Tube, LLC.                                                                                    
|4.3         | (d) | Acquisition by 156499 Canada Inc. of the Minority Interest in Argo Steel Ltd.                                                                                        
|4.4         | (e) | $40,000,000 Revolving Credit Facility dated April 6, 2001.                                                                                                           
|4.5         | (f) | $53,000,000 Term Loan Facility dated April 6, 2001.                                                                                                                  
|4.6         | (g) | Purchase Agreement dated June 30, 2003 between Novamerican Tube Holdings, Inc., as Purchaser and ISG Venture Inc., as Vendor.                                        
|8.1         | (h) | Subsidiaries of the Company.                                                                                                                                         
|10.1        | (h) | Consent of Raymond Chabot Grant Thornton.                                                                                                                            
|11.1        | (i) | Code of Business Conduct and Ethics                                                                                                                                  
|12.1        | (h) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                  
|12.2        | (h) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                  
|12.3        | (j) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for this Amendment No. 1.                                         
|12.4        | (j) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for this Amendment No. 1.                                         
|12.5        |     | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for this Amendment No. 2.                                         
|12.6        |     | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for this Amendment No. 2.                                         
|13.1        | (h) | Certification of Chief Executive Officer Pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|13.2        | (h) | Certification of Chief Financial Officer Pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Amendment No. 2 on its behalf.

|                   |  | NOVAMERICAN STEEL INC. (Registrant)
|------------------ |  | -----------------------------------
|Dated: May 3, 2005 |  | By:                                

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