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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 40-F/A
                                 AMENDMENT NO. 1

  [_]   Registration Statement pursuant to section 12 of the Securities
        Exchange Act of 1934

  [X]   Annual report pursuant to section 13(a) or 15(d) of the Securities
        Exchange Act of 1934

For the fiscal year ended December 31, 2006    Commission File Number:333-90736

                             WESTERN OIL SANDS INC.
             (Exact name of Registrant as specified in its charter)

                                    ALBERTA
        (Province or other jurisdiction of incorporation or organization)

                                      1311
    (Primary Standard Industrial Classification Code Number (if applicable))

                                 NOT APPLICABLE
             (I.R.S. Employer Identification Number (if applicable))

                 2400 ERNST & YOUNG TOWER, 440-2ND AVENUE S.W.,
                       CALGARY, ALBERTA, CANADA, T2P 5E9
                           TELEPHONE: (403) 233-1700
   (Address and telephone number of Registrant's principal executive offices)

         CT CORPORATION SYSTEM, 111-8TH AVENUE, NEW YORK, NEW YORK 10011
                                 (212) 894-8940
               (Name, address (including zip code) and telephone
                   number (including area code) of agent for
                         service in the United States)

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:
None

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
OF THE ACT:
  The Registrant is a "voluntary filer" and files annual reports on Form 40-F
    and amendments to such reports, and furnishes information on Form 6-K to
      the Securities and Exchange Commission, pursuant to its obligations
           under its indenture dated April 23, 2002 relating to its
                  8 3/8% Senior Secured Notes due May 1, 2012

FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM:

     [_] Annual information form       [_] Audited annual financial statements

       INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER'S
       CLASSES OF CAPITAL OR COMMON STOCK AS OF THE CLOSE OF THE PERIOD
                         COVERED BY THE ANNUAL REPORT.
         161,378,399 Common Shares outstanding as of December 31, 2006


Indicate  by check  mark  whether  the  Registrant  by filing  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
(the "Exchange Act"). If "Yes" is marked,  indicate the file number assigned to
the Registrant in connection with such Rule.

              Yes [_]                               No [X]


Indicate  by check  mark  whether  the  Registrant  (1) has filed all  reports
required  to be filed by  Section 13 or 15(d) of the  Exchange  Act 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 [X]                               No [_]

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                                EXPLANATORY NOTE

         The  Registrant is filing this Amendment No. 1 (this  "Amendment")  to
the Annual Report on Form 40-F for the year ended  December 31, 2006 to correct
a  typographical  error  in the  date  of the  fiscal  year  referenced  in the
certification  signed by the  Registrant's  Senior Vice President,  Finance and
Chief  Financial  Officer  (Principal   Financial  Officer)  required  by  Rule
13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

         Other than as expressly set forth above,  this Amendment does not, and
does not purport to, update or restate the  information in any Item of the Form
40-F or reflect any events that have occurred after the Form 40-F was filed.

                 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

UNDERTAKING

         The  Registrant  undertakes  to  make  available,   in  person  or  by
telephone,  representatives  to respond  to  inquiries  made by the  Commission
staff,  and to furnish  promptly,  when  requested  to do so by the  Commission
staff,  information  relating to: securities  registered pursuant to Form 40-F;
the  securities in relation to which the obligation to file an annual report on
Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

         A Form F-X  signed by the  Registrant  and its agent  for  service  of
process has been filed with the Commission in connection with its 8 3/8% Senior
Secured Notes due May 1, 2012.

         Any change to the name or address of the agent for  service of process
of the  Registrant  shall be  communicated  promptly  to the  Commission  by an
amendment to the Form F-X referencing the file number of the Registrant.



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                                   SIGNATURE

Pursuant to the  requirements  of the Exchange Act, the  Registrant  certifies
that it meets  all of the  requirements  for  filing on Form 40-F and has duly
caused this  Amendment No. 1 to the Annual Report on Form 40-F to be signed on
its behalf by the undersigned, thereto duly authorized.

Dated this 19th day of July, 2007


                                      WESTERN OIL SANDS INC.



                                      By: /s/ David A. Dyck
                                          ---------------------------
                                          Name:  David A. Dyck
                                          Title: Senior Vice President, Finance
                                                 and Chief Financial Officer




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Documents filed as part of this report:


                                 EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
-----------     -----------

   1*        Annual Information Form for the fiscal year ended December 31,
             2006.

   2*        Consolidated  Financial  Statements for the fiscal years ended
             December 31, 2006 and 2005 including U.S. GAAP  reconciliation
             note, together with the auditors' report thereon.

   3*        Management's Discussion and Analysis for the fiscal year ended
             December 31, 2006.

   4*        Certification  of Chief  Executive  Officer  pursuant  to Rule
             13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

   5*        Certification  of Chief  Financial  Officer  pursuant  to Rule
             13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

   6*        Certification  of Chief  Executive  Officer  pursuant  to Rule
             13a-14(b)  and Section 1350 of Chapter 63 of Title 18 of the
             United States Code (18 U.S.C. 1350).

   7         Certification  of Chief  Financial  Officer  pursuant  to Rule
             13a-14(b)  and Section 1350 of Chapter 63 of Title 18 of the
             United States Code (18 U.S.C. 1350).

   8*        Consent of  PricewaterhouseCoopers  LLP, independent chartered
             accountants.

   9*        Consent  of  GLJ  Petroleum   Consultants  Ltd.,   independent
             petroleum engineering consultants.

   10*       Consent of Norwest Corporation, independent mining engineering
             consultants.


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*  previously filed