**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

**FORM40-F/A**

**AmendmentNo. 1**

**(Check One)**

**o****        REGISTRATION STATEMENTPURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

**x****        ANNUAL REPORT PURSUANT TOSECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
| **For the fiscal year ended December 31, 2006** | ** ** | **Commission File Number: 001-31395** |
|-------------------------------------------------|------------|---------------------------------------|

 

**CANADIAN SUPERIOR ENERGY INC.**

(Exact name ofRegistrant as specified in its charter)

| **Alberta**                                                        |   | **1311**                                                           |   | **Not  Applicable**                                      |
|--------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------|----------------------------------------------------------|
| (Province or  other jurisdiction of incorporation or organization) |   | (Primary  Standard Industrial Classification Code (if applicable)) |   | (I.R.S. Employer  Identification Number (if applicable)) |

 

**Suite 330, 400 3****rd Avenue, SW**

**Calgary, Alberta, Canada  T2P 4H2**

**(403) 294-1411**

(Address andtelephone number of Registrant’s principal executive offices)

**PTSGE Corp.**

**925 Fourth Avenue, Suite 2900**

**Seattle, Washington 98104**

**(206) 623-7580**

(Name, address (includingzip code) and telephone number

(including areacode) of agent for service in the United States)

Securities registered orto be registered pursuant to Section 12(b) of the Act.

| Title         | ** ** | **Name of Each Exchange on Which Quoted**       |
|---------------|------------|-------------------------------------------------|
| Common Shares |       | American Stock Exchange

Toronto Stock Exchange |

 

Securities registered orto be registered pursuant to Section 12(g) of the Act.  **None.**

Securities for whichthere is a reporting obligation pursuant to Section 15(d) of the Act.  **None.**

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

x  Annualinformation form              x  Auditedannual financial statements

Indicate number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report.

The Registrant had131,215,680 common shares outstanding as of December 31, 2006

Indicate by check mark whether the Registrant byfiling the information contained in this form is also thereby furnishing theinformation to the Commission pursuant to Rule 12g3-2(b) under the SecuritiesExchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrantin connection with such Rule.

Yes  o                   No  x

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled 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 suchreports) and (2) has been subject to such filing requirements for the past 90days.

Yes  x                   No  o

 

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**INTRODUCTORY NOTE**

This Amendment No.1 on Form 40-F/A is being filed to amend Exhibits 99.2 and 99.3 to our AnnualReport on Form 40-F for the fiscal year ended December 31, 2006, which wasfiled with the Securities and Exchange Commission on March 30, 2007. Other than as expressly set forth herein, this Form 40-F/A does not, and doesnot purport to, amend or restate any other information contained in the Form40-F nor does this Form 40-F/A reflect any events that have occurred after theForm 40-F was filed.

**Undertaking**

We undertake tomake available, in person or by telephone, representatives to respond toinquiries made by the Commission staff and to furnish promptly, when requiredto do so by the Commission staff, information relating to: the securitiesregistered pursuant to Form 40-F; the securities in relation to which theobligation to file an Annual Report on Form 40-F arises; or transactions insaid securities.

**Consentto Service of Process**

We have previouslyfiled a Form F-X in connection with the class of securities in relation towhich the obligation to file this Annual Report on Form 40-F arises.  Any change to the name and address of theagent for service for service of process shall be communicated promptly to theSecurities and Exchange Commission by an amendment to the Form F-X.

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**SIGNATURES**

Pursuant to therequirements of the Exchange Act, the registrant certifies that it meets all ofthe requirements for filing on Form 40-F, and has duly caused this AmendmentNo. 1 on Form 40-F/A to be signed on its behalf by the undersigned, theretoduly authorized.
|        | CANADIAN SUPERIOR ENERGY INC. |
|--------|-------------------------------|
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ GREGORY S.  NOVAL |   |   |
|   | Name:                         | Gregory S. Noval |   |   |
|   | Title:                        | Chief Executive Officer |   |   |
|   | Date:                         | May 16,  2007 |   |   |

 

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**EXHIBITS**
| Exhibit | ** ** | **Description**                                                                                                                                                         |
|---------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1    |       | Annual Information Form of the Registrant for the  twelve-month period ended December 31, 2006. *                                                                       |
|    |       |                                                                                                                                                                    |
| 99.2    |       | Consolidated Audited Financial Statements of the  Registrant for the twelve-month period ended December 31, 2006, including  Auditors’ Report to the Shareholders. |
|    |       |                                                                                                                                                                    |
| 99.3    |       | Management’s Discussion and Analysis of the  Registrant for the twelve-month period ended December 31, 2006.                                                       |
|    |       |                                                                                                                                                                    |
| 99.4    |       | Code of Ethics.*                                                                                                                                                        |
|    |       |                                                                                                                                                                    |
| 99.5    |       | Consent of Meyers Norris Penny LLP.                                                                                                                                     |
|    |       |                                                                                                                                                                    |
| 99.6    |       | Consent of GLJ Petroleum Consultants Ltd.*                                                                                                                              |
|    |       |                                                                                                                                                                    |
| 99.7    |       | Consent of KPMG LLP.                                                                                                                                                    |
|    |       |                                                                                                                                                                    |
| 99.8    |       | Certifications of Chief Executive Officer pursuant  to Rule 13a-14(a).                                                                                                  |
|    |       |                                                                                                                                                                    |
| 99.9    |       | Certifications of Chief Financial Officer pursuant  to Rule 13a-14(a).                                                                                                  |
|    |       |                                                                                                                                                                    |
| 99.10   |       | Certifications 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).           |
|    |       |                                                                                                                                                                    |
| 99.11   |       | Certifications 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).           |

 

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* Previously filed.

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