U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


**FORM
      40-F**




(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 IndustrialClassification
                Code Number (if applicable))
            **Not
                applicable**
              (I.R.S.
                EmployerIdentification
                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)




**Dorsey
      & Whitney LLP, 250 Park Avenue, New York, NY 10177, Attention: Daniel M.
      Miller**


**(212)
      415-9200**


(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










**FORM
      40-F**




**Principal
      Documents**




The
      following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby
      incorporated by reference into this Annual Report on Form 40-F:




(a)
            Annual
                Information Form for the fiscal year ended June 30,
                2005;




(b)
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations
                for the fiscal year ended June 30, 2005;
                and




(c)
            Consolidated
                Financial Statements for the fiscal year ended June 30, 2005*(Note
                12 to the Consolidated Financial Statements relates to United States
                Accounting Principles and Reporting (U.S.
                GAAP)).*


1




**ADDITIONAL
      DISCLOSURE**




**Certifications
      and Disclosure Regarding Controls and Procedures.**




(a)
            Certifications.
                See Exhibits 99.4 and 99.5 to this Annual Report on Form
                40-F.




(b)
            Disclosure
                Controls and Procedures.
                As of the end of the registrant’s fiscal year ended June 30, 2005, an
                evaluation of the effectiveness of the registrant’s “disclosure controls
                and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e)
                of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
                was carried out by the registrant’s principal executive officer and
                principal financial officer. Based upon that evaluation, the registrant’s
                principal executive officer and principal financial officer have
                concluded
                that as of the end of that fiscal year, the registrant’s disclosure
                controls and procedures are effective to ensure that information
                required
                to be disclosed by the registrant in reports that it files or submits
                under the Exchange Act is (i) recorded, processed, summarized and
                reported
                within the time periods specified in Securities and Exchange Commission
                rules and forms and (ii) accumulated and communicated to the registrant’s
                management, including its principal executive officer and principal
                financial officer, to allow timely decisions regarding required
                disclosure.





It
      should
      be noted that while the registrant’s principal executive officer and principal
      financial officer believe that the registrant’s disclosure controls and
      procedures provide a reasonable level of assurance that they are effective,
      they
      do not expect that the registrant’s disclosure controls and procedures or
      internal control over financial reporting will prevent all errors and fraud.
      A
      control system, no matter how well conceived or operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met.





(c)
            Changes
                in Internal Control Over Financial Reporting.
                During the fiscal year ended June 30, 2005, there were no changes
                in the
                registrant’s internal control over financial reporting that have
                materially affected, or are reasonably likely to materially affect,
                the
                registrant’s internal control over financial reporting.





**Notices
      Pursuant to Regulation BTR.**





None.





**Audit
      Committee Financial Expert.**





The
      registrant’s board of directors has determined that Tryon Williams, a member of
      the registrant’s audit committee, qualifies as an “audit committee financial
      expert” (as such term is defined in Form 40-F). Mr. Williams is independent
      within the meaning of Section 10A(m)(3) of the Exchange Act.




2





**Code
      of Ethics** .





On
      October 19, 2004, the registrant adopted 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 (the “Ethics Code”). The Ethics Code was filed as
      Exhibit 99.9 to the registrant’s Annual Report on Form 40-F for the fiscal year
      ended June 30, 2004. In addition, the registrant undertakes to provide to any
      person, without charge, upon request, a copy of the Ethics Code. Requests for
      such copies should be directed, either orally or in writing, to Secretary,
      Suite
      400, Building 11, 5045 Orbitor Drive, Mississauga, Ontario, Canada L4W 4Y4,
      phone number (905) 629-9761.




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




**Principal
      Accountant Fees and Services.**




The
      required disclosure is included under the heading “Audit Fees” in the
      registrant’s Annual Information Form for the fiscal year ended June 30, 2005,
      filed as part of this Annual Report on Form 40-F.




**Pre-Approval
      Policies and Procedures.**




The
      audit
      committee of the registrant’s board of directors has adopted a policy regarding
      the provision of services by the registrant’s external auditors, currently KPMG
      LLP. This policy requires audit committee pre-approval of all permitted audit,
      audit-related and non-audit services.




Under
      the
      policy, all permitted services to be provided by KPMG LLP must be pre-approved
      by the audit committee or a designated member of the audit committee. Any
      pre-approval granted by a designated member must be reported to the audit
      committee at its next scheduled meeting. The pre-approval of services may be
      given at any time up to one year before commencement of the specified
      service.




Of
      the
      fees reported under “Principal Accountant Fees and Services” above, none of the
      fees billed by KPMG LLP were approved by the audit committee of the board of
      directors of the registrant pursuant to the de minimis exception provided by
      Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.




**Off-Balance
      Sheet Arrangements.**




The
      registrant has certain arrangements with its subsidiaries that have an effect
      or
      may have a future effect on the registrant’s financial condition, revenues or
      expenses, results of operations, liquidity, capital expenditures or capital
      resources in that there is no assurance that funds advanced to its subsidiaries
      will be reimbursed. The arrangements are described in notes 1, 7 and 13 of
      the
      Consolidated Financial Statements filed as part of this Annual Report on Form
      40-F. The registrant has recorded 100% of the results of operations and cash
      flows of these entities.




3




**Tabular
      Disclosure of Contractual Obligations.**




The
      required disclosure is included under the heading “Liquidity and Capital
      Resources” in the registrant’s Management’s Discussion and Analysis of Financial
      Condition and Results of Operations for the fiscal year ended June 30, 2005,
      filed as part of this Annual Report on Form 40-F.




**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: Thomas I. A. Allen, Dr. Henry Friesen and Tryon M.
      Williams.




4




**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 annual
      report to be signed on its behalf by the undersigned, thereunto duly authorized,
      on September 28, 2005.




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




5




**EXHIBIT
      INDEX**





Exhibit
            Description99.1
            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 LLP





6