U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




**FORM
      40-F/A**




(Check
      One)


o
            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
      fiscal year ended June 30, 2005




Commission
      file number 1-32186




**YM
      BIOSCIENCES INC.**


(Exact
      name of registrant as specified in its charter)




**Nova
                Scotia, Canada**
              (Province
                or other jurisdiction of
              incorporation
                or organization)
            **2836**
              (Primary
                Standard Industrial
              Classification
                Code Number (if applicable))
            **Not
                applicable**
              (I.R.S.
                Employer
              Identification
                Number (if Applicable))





**Suite
      400, Building 11, 5045 Orbitor Drive, Mississauga, Ontario, Canada L4W
      4Y4**


**(905)
      629-9761**


(Address
      and Telephone Number of Registrant’s Principal Executive Offices)




**DL
      Services Inc., 1420 Fifth Avenue, Suite 3400, Seattle, Washington
      98101**


**(206)
      903-5448**


(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**
              Common
                Shares
            **Name
                of each exchange on which registered**
              American
                Stock Exchange




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.
      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:
      38,584,288.




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 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
o







**EXPLANATORY
      NOTE**




The
      registrant hereby amends its Annual Report on Form 40-F for the fiscal year
      ended June 30, 2005 (the “Form 40-F”) by deleting the Annual Information Form
      for the fiscal year ended June 30, 2005 (the “Original AIF”), filed as Exhibit
      99.1 thereto, and replacing it with the registrant’s amended Annual Information
      Form for the fiscal year ended June 30, 2005, attached as Exhibit 99.1 hereto
      and incorporated by reference herein. The Original AIF has been amended to
      incorporate by reference the registrant’s business acquisition report, dated
      June 28, 2005, in respect of its acquisition of DELEX Therapeutics Inc. on
      May
      2, 2005. Such business acquisition report was previously furnished to the SEC
      on
      Form 6-K on July 5, 2005.




The
      information in the Original AIF not expressly changed by this amendment shall
      be
      as set forth in the Original AIF. This Form 40-F/A does not reflect events
      occurring after the filing of the original filing or modify or update
      disclosures, including the exhibits to the original filing, affected by
      subsequent events.




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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 Securities and Exchange
      Commission (the “Commission”) staff, and to furnish promptly, when requested to
      do so by the Commission staff, information relating to: the 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.




**B.**
            **Consent
                to Service of Process.**




The
      Company has filed a Form F-X in connection with the class of securities in
      relation to which the obligation to file this report arises.




Any
      change to the name or address of the agent for service of process of the
      registrant shall be communicated promptly to the Securities and Exchange
      Commission by an amendment to the Form F-X referencing the file number of the
      relevant registration statement.




**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 and has duly caused this
      amendment to its annual report to be signed on its behalf by the undersigned,
      thereunto duly authorized, on February 3, 2006.




**YM
              BioSciences Inc.**By:
            /s/ Len VernonName:Len
              VernonTitle:Director,
              Finance and Administration




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**EXHIBIT
      INDEX**





Exhibit
            Description99.1
            Amended
                Annual Information Form for the fiscal year ended June 30,
                200599.2*
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations
                for the fiscal year ended June 30, 200599.3*
            Consolidated
                Financial Statements for the fiscal year ended June 30,
                200599.4
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of
                the
                Securities Exchange Act of 193499.5
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of
                the
                Securities Exchange Act of 193499.6
            Section
                1350 Certification of Chief Executive Officer99.7
            Section
                1350 Certification of Chief Financial Officer99.8
            Consent
                of KPMG LLP99.9
            Consent
                of Ernst & Young LLP





*
      Previously filed.




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