U.S. 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, 2005    Commission File Number: 333-90736

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

<TABLE>
<S>                              <C>                                  <C>
    ALBERTA, CANADA                           1311                      NOT APPLICABLE.
  (PROVINCE OR OTHER             (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION     CLASSIFICATION CODE NUMBER)         IDENTIFICATION NO.)
     OR ORGANIZATION)
</TABLE>

                 2400 ERNST & YOUNG TOWER, 440-2ND AVENUE S.W.
                       CALGARY, ALBERTA, CANADA T2P 5E9
                                (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 CODES OF AGENT FOR SERVICE)

             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, 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% Notes due May 1, 2012.

          For annual reports, indicate by check mark the information
                            filed with this Form:

  [X] Annual information form           [X] 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:

          160,518,041 Common Shares outstanding at December 31, 2005

    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 filing 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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                                                                             2



                               EXPLANATORY NOTE

            The Registrant is filing this  Amendment No. 1 (this  "Amendment")
to Form 40-F for the year ended December 31, 2005 to insert a signed auditor's
report relating to the Registrant's  consolidated financial statements for the
fiscal years ended December 31, 2005 and 2004, which was inadvertently omitted
from the original filing of the Form 40-F.

            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.

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                                                                             3



                              PRINCIPAL DOCUMENTS

            The following  documents have been filed as part of this Amendment
to Form 40-F:

A.    ANNUAL INFORMATION FORM

            Annual  Information  Form of Western  Oil Sands Inc.  for the year
ended December 31, 2005.*

B.    AUDITED ANNUAL FINANCIAL STATEMENTS

            Consolidated  audited  financial  statements  for the years  ended
December  31, 2005 and 2004,  including  the  auditor's  report  with  respect
thereto and a U.S. GAAP reconciliation note.*+

C.    MANAGEMENT'S DISCUSSION AND ANALYSIS


  Management's Discussion and Analysis for the year ended December 31, 2005.*
-------------------------------------------------------------------------------

*   Previously filed.

+   THE CONSOLIDATED FINANCIAL  STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER
31, 2005 AND 2004 INCLUDING U.S. GAAP RECONCILIATION NOTE HAVE BEEN PREVIOUSLY
FILED.  HOWEVER,  THIS AMENDMENT IS ACCOMPANIED BY A SIGNED  AUDITOR'S  REPORT
THEREON.


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                                                                             4



                                   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/A and
has duly  caused  this  amendment  No.1 to Annual  Report on Form 40-F/A to be
signed on its behalf by the undersigned, thereto duly authorized.


Dated:  September 11, 2006

                                             WESTERN OIL SANDS INC.



                                             By: /s/ David A. Dyck
                                                 ----------------------------
                                                 Name:  David A. Dyck
                                                 Title: SR Vice President,
                                                        Finance & CFO



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                                                                             5



                                   EXHIBITS

           The following exhibits are filed as part of this report.


-------------------------------------------------------------------------------
EXHIBIT NUMBER                            DESCRIPTION
-------------------------------------------------------------------------------

     1*        Annual  Information  Form of the Registrant for the fiscal year
               ended December 31, 2005.

     2*+       Consolidated  Financial  Statements  for the fiscal years ended
               December 31, 2005 and 2004 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, 2005.

     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
               13(a)-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
               13(a)-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.

-------------
*   PREVIOUSLY FILED.

+   THE  CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER
31, 2005 AND 2004 INCLUDING U.S. GAAP RECONCILIATION NOTE HAVE BEEN PREVIOUSLY
FILED.  HOWEVER,  THIS FORM 40-F/A IS ACCOMPANIED BY A SIGNED AUDITOR'S REPORT
THEREON.