U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F/A

(Check One)

[    ]Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[X]Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. For the
nine-month period ended December 31, 2003. Commission file number 000-27546

ALLIANCE ATLANTIS COMMUNICATIONS INC.(Exact name of registrant as specified in its charter)

|Canada  Federal Statute(Province or other jurisdiction of
incorporation or organization) |  | 7812(Primary Standard Industrial
Classification Code Number
(if applicable)) |  | Not applicable(I.R.S. Employer
Identification Number
(if Applicable))
|----------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ---------------------------------------------------------------------

121 Bloor Street East, Suite 1500, Toronto, Ontario M4W 3M5 (416) 967-1174(Address and Telephone Number of Registrant's Principal Executive Offices)

Alliance Atlantis Entertainment, Inc., 808 Wilshire Blvd., 3rd Floor,
Santa Monica, California 90401, (310) 899-8000(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.

Class B Non-Voting Shares, without par value(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

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:

December 31, 2003  39,617,218 Class B Non-Voting Shares, without par value
December 31, 2003  3,220,271 Class A Voting Shares, without par value

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

o

No

ý


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

ý

No

o


The
Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, each of the registrant's Registration Statements under the Securities Act
of 1933: Form S-8 (File Nos. 333-13284 and 333-09586)



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EXPLANATORY NOTE

This Form 40-F/A amends the Form 40-F filed by the Registrant on October 28, 2004 to amend the disclosure required
pursuant to the Nasdaq Marketplace Rules.

ADDITIONAL DISCLOSURE

Certifications and Disclosure Regarding Controls and Procedures.



40-F2

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Notices Pursuant to Regulation BTR.

None

Audit Committee Financial Expert.

The
registrant's board of directors has determined that Ellis Jacob, an independent member of the registrant's audit committee, qualifies as an "audit committee financial expert" (as such term
is defined in Form 40-F).

Code of Ethics.

The
registrant has adopted a "Code of Business Conduct and Ethics Policy" (the "Code of Ethics"), which is a "code of ethics" (as that term is defined in Form 40-F),
that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions, as well as directors and employees.

The
Code of Ethics is available for viewing on the registrant's website at www.allianceatlantis.com.

Since
the adoption of the Code of Ethics, there have not been any amendments to the Code of Ethics or waivers, including implicit waivers, from any provision of the Code of Ethics.

Principal Accountant Fees and Services.

The
following table provides information about the fees billed to the registrant for professional services rendered by PricewaterhouseCoopers LLP during the nine-month period ended
December 31, 2003 ("Fiscal 2004") and the twelve month period ended March 31, 2003 (Fiscal 2003):

|(US$ thousands)    |  | Fiscal 2004 |           | Fiscal 2003
|------------------ |  | ----------- | --------- | -----------
|Audit Fees         |  | $           | 1,697,700 |            
|Audit-Related Fees |  | $           | 807,000   |            
|Tax Fees           |  | $           | 255,941   |            
|All Other Fees     |  | $           | 219,216   |            
|                   |  |             |           |            
|Total              |  | $           | 2,979,857 |            
|                   |  |             |           |            

Audit Fees.Audit fees consist of fees for the audit of the registrant's annual financial statements or services that are normally provided
in connection with statutory and regulatory filings or engagements.

40-F3

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Audit-Related Fees:Audit-Related Fees consist of fees related to contract compliance audits, accounting assistance related to the adoption
of new CICA Handbook pronouncements and new business ventures, assistance with the review of correspondence with regulatory authorities and prospectus preparation.

Tax Fees.Tax fees consist of fees for tax compliance services, tax advice and tax planning. The services provided in this category
included assistance and advice in relation to the preparation of corporate income tax returns, transfer pricing services and income tax provisions included in the financial statements.

All Other Fees.The services provided in this category included those related to research and foreign currency risk management review.

Pre-Approval Policies and Procedures.

The
Registrant's audit committee is responsible for overseeing the work of its independent auditors and has adopted a policy requiring its pre-approval of all audit and permissible
non-audit services provided by its independent auditors. The audit committee's policy is to pre-approve all audit, audit-related, tax and other non-audit services
that may be provided by the Registrant's independent auditors. The policy identifies the principles that must be considered by the audit committee in approving these services to ensure that the
independence of its outside auditors is not impaired; describes the audit and audit-related, tax and other services that may be provided; and sets forth pre-approval requirements for all
permitted services.

Off-Balance Sheet Arrangements.

The
required disclosure is included in the section of this Annual Report on Form 40-F entitled "Off Balance Sheet Arrangements" in the registrant's "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for the nine-month period ended December 31, 2003.

Tabular Disclosure of Contractual Obligations.

The
required disclosure is included in the section of this Annual Report on Form 40-F entitled "Liquidity and Capital Resources", under the sub-heading "Commitments" in
the registrant's "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the nine-month period ended December 31, 2003.

Identification of the Audit Committee.

The
registrant has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are:
Anthony Griffiths, Ellis Jacob, Margot Northey and Donald Sobey.

Disclosure Pursuant to the Requirements of NASDAQ.

The
registrant was granted an exemption from the Nasdaq Marketplace Rules requiring each issuer to provide for a quorum at any meeting of the holders of common stock of no less than
331/3% of the outstanding shares of the issuer's common voting stock. This exemption was granted because Nasdaq's requirements regarding the quorum required for meetings of the holders
of common stock are contrary to generally accepted business practices in Canada.

40-F4

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SIGNATURES

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 to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 8, 2005.

| |  | ALLIANCE ATLANTIS COMMUNICATIONS INC.
| |  | -------------------------------------
| |  | By:                                  

40-F5

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EXHIBIT INDEX

|Exhibit |  | Description                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------
|99.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
|99.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

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