U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 40-F/A

                                 AMENDMENT NO. 1

            [_]  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 December 31, 2004        Commission File No. 001-31448


                              PETROKAZAKHSTAN INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   PROVINCE OF ALBERTA, CANADA             1311                 NOT APPLICABLE
(PROVINCE OR OTHER JURISDICTION OF    (PRIMARY STANDARD       (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)         INDUSTRIAL             IDENTIFICATION
                                     CLASSIFICATION CODE            NUMBER)
                                          NUMBER)

                     SUITE 1460, SUN LIFE PLAZA, NORTH TOWER
                               140-4TH AVENUE S.W.
                        CALGARY, ALBERTA, CANADA T2P 3N3
                                 (403) 221-8435

   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

CT CORPORATION SYSTEM, 111-8TH AVENUE, NEW YORK, NEW YORK 10011, (212) 894-8940
 (NAME, ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE)
          OF AGENT FOR SERVICE OF THE REGISTRANT IN THE UNITED STATES)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

       Title of Each Class             Name of Each Exchange on Which Registered
       -------------------             -----------------------------------------
CLASS A COMMON SHARES, NO PAR VALUE            NEW YORK 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.

AT DECEMBER 31, 2004, 76,223,130 CLASS A COMMON SHARES OF PETROKAZAKHSTAN INC.
WERE ISSUED AND OUTSTANDING. AT DECEMBER 31, 2004, NO CLASS OF PREFERRED SHARES
OF PETROKAZAKHSTAN INC. WERE ISSUED AND OUTSTANDING.

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 [_]   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 [_]

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report of PetroKazakhstan Inc. (the
"Company") on Form 40-F for the year ended December 31, 2004, which was
originally filed with the Securities and Exchange Commission on March 31, 2005
(the "Original Filing"), is being filed for the purpose of providing certain
revised information contained in the Company's Annual Information Form (the
"Amended AIF"). The Amended AIF was prepared at the request of the Alberta
Securities Commission to make certain changes to the definitions of "Proved
Reserves," "Proved developed producing reserves," "Proved undeveloped reserves"
and "Probable reserves." These changes can be found on pages 24-31 of the
Amended AIF.

Other than as expressly set forth above, this Form 40-F/A does not modify or
update other disclosures in, or exhibits to, the Original Filing.

This Amendment consists of a cover page, this explanatory note, the Amended AIF
and the certifications.

                  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 the 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

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


<PAGE>

                                   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 on Form 40-F to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Calgary, Province of Alberta, Canada.

                                            PETROKAZAKHSTAN INC.
                                            (Registrant)



                                            By: /s/ Anthony R. Peart
                                                ------------------------------
                                                Name:  Anthony R. Peart
                                                Title: Senior Vice President
                                                       General Counsel and
                                                       Secretary


Date:  October 4, 2005


<PAGE>

DOCUMENTS FILED AS PART OF THIS REPORT

1.1      Amended Annual Information Form of PetroKazakhstn Inc. for the year
         ended December 31, 2004



EXHIBITS

31.1     Certification of President and Chief Executive Officer pursuant to Rule
         13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

31.2     Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
         15d-14 of the Securities Exchange Act of 1934

32.1     Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2003.

32.2     Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2003.