##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-51686
 NUCRYST Pharmaceuticals Corp.
  Alberta, Canada
    
    Not Applicable(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)50 Audubon Road, Suite B
    
    01880Wakefield, Massachusetts
    
    (Zip Code)(Address of principal executive offices)
 (781) 224-1444
    o þ
  o þ
  þ o
 þ
  o o þ
  o þ
   Class
    
    Outstanding at March 15, 2006Common Shares
    
    18,199,444 shares




---



##### 



Amendment No. 1 to the Annual Report on Form 10-K
For the Year Ended December 31, 2005
 EXPLANATORY NOTE
   ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 Market Price
  High
    
    LowCalendar Quarter Ended:December 31, 2005
    
    $
    10.05
    
    
    $
    10.00
 Number of Shareholders
  Dividends
  Securities Authorized for Issuance Under Equity Compensation Plans
 Equity Compensation Plan Information as at December 31, 2005




---



##### 



Number of securities to
    
    
    Weighted-average
    
    
    Number of securitiesbe issued upon exercise
    
    
    exercise price of
    
    
    remaining available forEquity compensation plans
    
    of outstanding options,
    
    
    outstanding options,
    
    
    future issuance underapproved by securityholders
    
    warrants and rights
    
    
    warrants and rights
    
    
    equity compensation plans1998 Equity Incentive Plan
    
    
    
    
    
    
    
    
    
    
    1,416,907
    (3)a) Options
    
    
    713,770
    (1)
    
    CDN$3.47b) Stock Appreciation Rights
    
    
    9,323
    (2)
    
    CDN$3.08
 
 (1)
    
    This amount excludes 60,000 options to purchase our common shares at an exercise price of
$10.00 that have been allocated and approved for issuance to the non-employee directors but
for which award agreements have not yet been executed. For more information, see Directors
and Executive Officers of the RegistrantDirector Compensation.(2)
    
    The number of common shares issuable on exercise of these stock appreciation rights has been
determined based on the December 31, 2005 closing price of our common shares on the NASDAQ of
$10.05. The actual number of common shares issuable upon exercise of these stock appreciation
rights will vary depending on whether we elect to settle in cash or common shares and, if we
elect to settle in common shares, the value of the common shares at the time of exercise.(3)
    
    This amount assumes the issuance of the options to purchase the 60,000 common shares referred
to in note (1) above and the issuance of the 9,323 common shares referred to in note (2)
above. Unregistered Sales of Equity Securities
  Use of Proceeds from Initial Public Offering
  Repurchases of Equity Securities
  Information About Our Annual Meetings
 1




---



##### 



PART IV
 ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
 The following exhibits have been filed with this report:
 Exhibit No.
    
    Description31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002




---



##### 



SIGNATURES
  NUCRYST PHARMACEUTICALS CORP.By:
    
    /s/ Scott H. GillisScott H. GillisPresident and Chief Executive Officer