U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 40-F/A

Amendment No. 1

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (the Act)



For the fiscal year ended: December 31, 2005        Commission File Number: 333-98233



PARAMOUNT ENERGY TRUST

(Exact name of Registrant as specified in its charter)



Alberta, Canada

(Province or other jurisdiction of incorporation or organization)

1311
(Primary Standard Industrial
Classification Code Number)None
(I.R.S. Employer
Identification Number)




500, 630 - 4th Avenue, S.W.

Calgary, Alberta

Canada T2P 0J9

(403) 269-4400

(Address and telephone number of Registrants principal executive offices)

Carter Ledyard & Milburn LLP

2 Wall Street

New York, New York 10005-2072

(212) 732-3200

(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.



|                         |                                               
|------------------------ | ----------------------------------------------
|Title of each class
None | Name of each exchange on which registered
None



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



Trust Units


(Title of Class)



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

None


(Title of Class)



---





For Annual Reports indicate by check mark the information filed with this Form:



[ü] Annual information form

[ü] 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:



There were 82,481,844 Trust Units outstanding as of 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 Securities and Exchange Commission (the Commission) pursuant to Rule 12g3-2(b) under the Act.  If Yes is marked, indicate the filing number assigned to the Registrant in connection with such Rule.



Yes ___ 82-_________No _ü_



Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the 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 filing requirements for the past 90 days.



Yes _ü_ No ___



INTRODUCTORY NOTE



By this Amendment No. 1 on Form 40-F/A, the Registrant is amending its Annual Report on Form 40-F filed March 24, 2006 to amend Exhibit 99.1 (Revised Annual Information Form for the fiscal year ended December 31, 2005) and Exhibit 99.3 (Managements Discussion and Analysis for the fiscal year ended December 31, 2005).





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EXHIBITS



Exhibit

Description



99.1

Revised Annual Information Form for the fiscal year ended December 31, 2005



99.2*

Consolidated Annual Financial Statements for the fiscal year ended December 31, 2005 (includes Auditors Report and US GAAP Reconciliation)



99.3

Managements Discussion and Analysis for the fiscal year ended December 31, 2005



99.4*

Code of Business Conduct (Code of Ethics) dated July 14, 2005



99.5

Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002), dated March 27, 2006



99.6

Certification of Chief Financial Officer pursuant to Rule 15d-14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002), dated March 27, 2006



99.7*

Certification of Chief Executive Officer pursuant to Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)



99.8*

Certification of Chief Financial Officer pursuant to Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002)



99.9*

Consent of Independent Chartered Accountants to the inclusion of its report dated March 20, 2006 on the annual financial statements of the Registrant as at December 31, 2005



99.10*

Consent of McDaniel & Associates Consultants Ltd. to the reference to it and to the inclusion of its report dated March 15, 2006 evaluating the reserves of the Registrant



___________

*

Previously filed.





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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



A.

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 Commission staff, information relating to:  the securities registered pursuant to Form 40-F/A;  the securities in relation to which the obligation to file an annual report on Form 40-F/A arises; or transactions in said securities.



B.

Consent to Service of Process



A Form F-X signed by the Registrant and its agent for service of process was filed with the Commission on May 19, 2004.



SIGNATURES



Pursuant to the requirements of the Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this Annual Report to be signed on its behalf by the undersigned, duly authorized.





Date:

March 28, 2006

PARAMOUNT ENERGY TRUST

By its administrator, Paramount Energy Operating Corp.







Per:"signed"

Cameron R. Sebastian

Vice President, Finance

and Chief Financial Officer



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INDEX TO EXHIBITS



Exhibit

Description



99.1

Revised Annual Information Form for the fiscal year ended December 31, 2005



99.2*

Consolidated Annual Financial Statements for the fiscal year ended December 31, 2005 (includes Auditors Report and US GAAP Reconciliation)



99.3

Managements Discussion and Analysis for the fiscal year ended December 31, 2005



99.4*

Code of Business Conduct (Code of Ethics) dated July 14, 2005



99.5

Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002), dated March 27, 2006



99.6

Certification of Chief Financial Officer pursuant to Rule 15d-14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Actof 2002), dated March 27, 2006



99.7*

Certification of Chief Executive Officer pursuant to Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)



99.8*

Certification of Chief Financial Officer pursuant to Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002)



99.9*

Consent of Independent Chartered Accountants to the inclusion of its report dated March 20, 2006 on the annual financial statements of the Registrant as at December 31, 2005



99.10*

Consent of McDaniel & Associates Consultants Ltd. to the reference to it and to the inclusion of its report dated March 15, 2006 evaluating the reserves of the Registrant



___________

*

Previously filed.