SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



Amendment No. 1 toFORM 40-F

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934ý

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2008

Commission File Number: 1-15142


North American Palladium Ltd.(Exact name of Registrant as specified in its charter)

Canada(Province or other Jurisdiction of
Incorporation or Organization)

1000(Primary Standard Industrial
Classification Code Number)

Not Applicable(I.R.S. Employer Identification No.)


130 Adelaide Street West
Suite 2116, Toronto, Ontario
M5H 3P5
(416) 360-7590(Address and telephone number of Registrant's principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 894-8940(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

Name of Each Exchange on Which RegisteredCommon Shares, No Par Value

NYSE AmexCommon Share Purchase Warrants, No Par Value

NYSE Amex


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

ý  Annual
information form                                ý  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:

The Registrant had 85,158,975 Common Shares outstanding as at December 31, 2008

Indicate
by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such rule.

Yes    o    82-       
                                 No    ý

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    ý                                    
    No    o



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EXPLANATORY NOTE

This Amendment No. 1 to Form 40-F ("Amendment No. 1") is being filed for the sole purpose of
incorporating this Annual Report on Form 40-F, as amended, into the registration statement of the Registrant on Form S-8 (File No. 333-13766)
and the registration statements of the Registrant on Form F-10 (File Nos. 333-133668; 333-134764; 333-136317;
333-137822; 333-139137; 333-140478; 333-141902; 333-143528; 333-145210; 333-146513; 333-147126; and
333-158082).

No
attempt has been made in this Amendment No. 1 to modify or update disclosures presented in the Annual Report on Form 40-F. This Amendment No. 1
does not reflect events occurring after the filing of the Annual Report on Form 40-F on March 17, 2009. However, this Amendment No. 1 includes, as exhibits, new
certifications by the Registrant's principal executive officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended.

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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 SEC staff, and to furnish promptly, when requested to do so by the SEC
staff, information relating to 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
Registrant has previously filed with the SEC a Form F-X in connection with its common shares and common share purchase warrants.

EXHIBITS

The following exhibits are filed as part of this Annual Report:

Number

Document1.1*

Annual Information Form for the year ended December 31, 20081.2*

Management's Discussion and Analysis of Operations and Financial Position for the year ended December 31, 20081.3*

Audited Consolidated Financial Statements for the year ended December 31, 2008, prepared in accordance with Canadian generally accepted accounting principles1.4*

Supplementary Schedule of "Reconciliation to Accounting Principles Generally Accepted in the United States" in accordance with Item 18 of Form 20-F1.5*

Report of KPMG LLP, independent registered public accounting firm for the Registrant on internal control over financial reporting23.1*

Consent of KPMG LLP23.2*

Consent of Scott Wilson Roscoe Postle Associates Inc.23.3*

Consent of Deborah A. McCombe23.4*

Consent of Ian T. Blakley23.5*

Consent of Jason J. Cox23.6*

Consent of Richard E. Routledge23.7*

Consent of Scott Wilson Roscoe Postle Associates Inc.23.8*

Consent of Fred H. Brown23.9*

Consent of Laila Potvin23.10*

Consent of David Penna23.11*

Consent of Des Cullen23.12*

Consent of Ian T. Blakley31.1

Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*

Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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SIGNATURE

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 the annual report to be signed on its behalf by the undersigned, thereto duly authorized.

NORTH AMERICAN PALLADIUM LTD.Dated: September 21, 2009

By:

/s/ WILLIAM J. BIGGAR By: William J. Biggar
Title: President and Chief
          Executive Officer, Director


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EXHIBIT INDEX

Number

Document1.1*

Annual Information Form for the year ended December 31, 20081.2*

Management's Discussion and Analysis of Operations and Financial Position for the year ended December 31, 20081.3*

Audited Consolidated Financial Statements for the year ended December 31, 2008, prepared in accordance with Canadian generally accepted accounting principles1.4*

Supplementary Schedule of "Reconciliation to Accounting Principles Generally Accepted in the United States" in accordance with Item 18 of Form 20-F1.5*

Report of KPMG LLP, independent registered public accounting firm for the Registrant on internal control over financial reporting23.1*

Consent of KPMG LLP23.2*

Consent of Scott Wilson Roscoe Postle Associates Inc.23.3*

Consent of Deborah A. McCombe23.4*

Consent of Ian T. Blakley23.5*

Consent of Jason J. Cox23.6*

Consent of Richard E. Routledge23.7*

Consent of Scott Wilson Roscoe Postle Associates Inc.23.8*

Consent of Fred H. Brown23.9*

Consent of Laila Potvin23.10*

Consent of David Penna23.11*

Consent of Des Cullen23.12*

Consent of Ian T. Blakley31.1

Certification of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*

Certification of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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