UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 20-F

Amendment No. 1





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|- | --------------------------------------------------------------------------------------------------------------------------------
|X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006



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|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|Commission file number: 000-30076                                                                                                                                                                                      
|FORBES MEDI-TECH INC.
(Exact name of Registrant as specified in its charter)                                                                                                                                           
|CANADA
(Jurisdiction of incorporation or organization)                                                                                                                                                                 
|200  750 West Pender Street
Vancouver, British Columbia, Canada V6C 2T8
(Address of principal executive offices)                                                                                                      
|Securities registered or to be registered pursuant to Section 12(b) of the Act.                                                                                                                                        
|Title of each class
Common Shares, without Par Value                                                                                                                                                                    | Name of each exchange on which registered
NASDAQ Global
|Securities registered or to be registered pursuant to Section 12(g) of the Act.                                                                                                                                        
|None
(Title of Class)                                                                                                                                                                                                  
|                                                                                                                                                                                                                       
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.                                                                                                                             
|Not applicable
(Title of Class)                                                                                                                                                                                        
|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.

38,402,100 Common Shares as at December 31, 2006     
|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes   XNo                                                                                       
|If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

_____ Yes      X No



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|                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
|XYes   ____ No                                                                                                                                                                                                                                                                                                                                          
|Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.  (Check one):

__________  Large accelerated filer
X  Accelerated filer
__________  Non-accelerated filer          
|Indicate by check mark which financial statement item the registrant has elected to follow.                                                                                                                                                                                                                                                             
|_______  Item 17 X Item 18                                                                                                                                                                                                                                                                                                                              
|If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

_____ Yes     X No                                                                                                                                                                                      















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EXPLANATORY NOTE





This Amendment No. 1 on Form 20-F/A (the "Amendment No. 1") amends the Annual Report on Form 20-F for the year ended December 31, 2006 filed on April 4, 2007 (the "Original Filing"). Forbes Medi-Tech Inc.  has filed this Form 20-F/A solely for the purpose of adding Exhibits 4.13 through 4.16, 4.18 and 8.1.



Except for the foregoing, this Amendment No. 1 (i) does not amend, update or restate any information from that contained in the Original Filing and (ii) speaks only as of the filing date of the Original Filing and does not purport to reflect events or developments subsequent to the filing date of the Original Filing. Accordingly, you should read this Amendment No. 1 together with the Original Filing and other documents that we have filed with and furnished to the Canadian securities regulators and the U.S. Securities and Exchange Commission subsequent to the filing date of the Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing and this Amendment No. 1. The filing of this Amendment No. 1 shall not be deemed an admission that the Original Filing, when made, included any known, untrue statement of a material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.





ITEM 19.  EXHIBITS



|            |                                                                                                                                                                                                                                    
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Description                                                                                                                                                                                                                        
|1.1(1)      | Articles of Continuance dated April 4, 2001, and amendments thereto dated December 22, 2003, October 26, 2005 and May 17, 2006                                                                                                     
|1.2(1)      | By-Laws of the Company dated January 29, 2001 and amendment thereto dated April 11, 2006                                                                                                                                           
|1.3(2)      | Certificate of Continuance dated April 11, 2001                                                                                                                                                                                    
|1.4(2)      | BC - Statement on Registration  Extra provincial Company filed August 11, 2001                                                                                                                                                    
|1.5(2)      | BC - Certificate of Registration dated August 21, 2001                                                                                                                                                                             
|2.1(1)      | Amended and Restated Shareholder Rights Plan Agreement made as of April 28, 2003                                                                                                                                                   
|2.2(6)      | Amended and Restated 2000 Stock Option Plan dated August 15, 2000, as amended on April 13, 2004 and April 11, 2005                                                                                                                 
|4.1*(2)     | License Agreement with UBC (re: Phytosterols) dated July 4, 1995                                                                                                                                                                   
|4.2*(2)     | Amended and Restated Formation and Contribution Agreement between Forbes Medi-Tech Inc., Forbes Medi-Tech (USA) Inc., Chusei (USA) Inc., and Phyto-Source LP made as of January 19, 2001 and dated July 17, 2001                   
|4.3(2)      | Amended and Restated Formation and Contribution Agreement dated December 18, 2002                                                                                                                                                  
|4.4(2)      | Amended and Restated Formation and Contribution Agreement dated January 18, 2002                                                                                                                                                   
|4.5(3)      | Credit Agreement dated August 1, 2003 between Phyto-Source LP and Southwest Bank of Texas, N.A. as amended                                                                                                                         
|4.6(6)      | Master Lease Agreement dated October 22, 2003 between Phyto-Source LP and SWBT Capital, LLC, as amended by Amendment No.1 to Master Lease Agreement No. 300008 dated October 22, 2003 between SWBT Capital, LLC and Phyto-Source LP
|4.7(1)      | Subordination Agreement dated as of March 17, 2004 among Forbes Medi-Tech (USA) Inc., SWBT Capital, LLC and Phyto-Source LP                                                                                                        
|4.8(1)      | Unconditional Guaranty dated December 18, 2003 between Forbes Medi-Tech (USA) Inc. and SWBT Capital, LLC                                                                                                                           
|4.9(4)      | Separate Securities Purchase Agreements dated October 26, 2005 between Forbes Medi-Tech Inc. and various purchasers of our Series B Convertible Preferred Shares                                                                   



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|          |                                                                                                                                                                 
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10(4)   | Separate Registration Rights Agreements dated October 25, 2004 between Forbes Medi-Tech Inc. and various purchasers of our Series B Convertible Preferred Shares
|4.11(4)   | Class D Warrant Certificates                                                                                                                                    
|4.12(1)   | Settlement Agreement dated May 26, 2004 between Forbes Medi-Tech Inc., Tazdin Esmail and Vestco Enterprises Inc.                                                
|4.13      | Amended and Restated Employment Agreement with Charles Butt dated September 8, 2004                                                                             
|4.14      | Amended and Restated Employment Agreement with Jeff Motley dated January 1, 2005                                                                                
|4.15      | Amended and Restated Employment Agreement with Laura Wessman dated January 1, 2005                                                                              
|4.16      | Employment Agreement with Susan Ben-Oliel dated November 1, 2005                                                                                                
|4.17*(11) | Employment Agreement with John Nestor dated October 25, 2006                                                                                                    
|4.18      | Amended and Restated Employment Agreement with David Goold dated January 1, 2006                                                                                
|4.19(5)   | Subscription Agreement with various investors with Merriman Curhan Ford & Co. as agent dated October 27, 2005                                                   
|4.20*(11) | Licence & Supply Agreement with Pharmavite LLC dated January 1, 2006                                                                                            
|4.21*(11) | Supply Agreement with Phyto-Source dated January 1, 2006                                                                                                        
|4.22(7)   | Agreement of Purchase and Sale with Chusei Oil Co. Ltd. dated March 2006                                                                                        
|4.23(8)   | Joint Venture Agreement establishing Forbes-Fayrefield Ltd. dated June 2006                                                                                     
|4.24(9)   | Agreement and Plan of Reorganization with TheraPei Pharmaceuticals, Inc. and John J. Nestor dated October 24, 2006                                              
|8.1       | List of Subsidiaries                                                                                                                                            
|12.1      | Section 302 Certificate of Chief Executive Officer                                                                                                              
|12.2      | Section 302 Certificate of Chief Financial Officer                                                                                                              
|13.1      | Certificate of Chief Executive Officer Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                
|13.2      | Certificate of Chief Financial Officer Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                
|99.6(10)  | Code of Ethics dated March 29, 2006                                                                                                                             



(1)

Incorporated herein by reference from the Companys Form 6-K filed with the SEC on April 1, 2005 and, as to the October 26, 2005 amendment to the Companys Articles of Continuance only, from the Companys Form 6-K submitted to the SEC on October 31, 2005 as to the May 17 amendment to the Companys Articles of Continuance only, from the Companys Form  6K submitted to the SEC on May 19, 2006.

(2)

Original Credit Agreement incorporated herein by reference from the Exhibits to the Companys Report on Form 20-F for the year ended July 31, 2001.

(3)

Incorporated herein by reference from the Exhibits to the Companys Registration Statement on Form F-3 (SEC File No. 333-110910) on December 4, 2003.

(4)

Incorporated herein by reference from the Companys Form 6-K filed with the SEC on October 28, 2005 and the Company's Form 6-K's filed on November 23, 2005.

(5)

Incorporated herein by reference from the Exhibits to the Companys Form 6-K filed on October, 28, 2005.

(6)

Previously filed on Form F-3 on November 23, 2005 (SEC File No. 333-129943).

(7)

Incorporated herein by reference from the Companys Form 6-K filed with the SEC on February 24, 2006.

(8)

Incorporated herein by reference from the Companys Form 6-K filed with the SEC on June 21, 2006.

(9)

Incorporated herein by reference from the Companys Form 6-K filed with the SEC on October  30, 2006.

(10)

Incorporated herein by reference from the Companys Form 6-K filed with the SEC on April 3, 2006.

(11)

Incorporated herein by reference from the Companys Form 20-F filed with the SEC on April 4, 2007



* The Company has requested and/or received confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this amendment to its annual report on its behalf.





| |                                      
| | -------------------------------------
| | FORBES MEDI-TECH INC.                
| | (Registrant)                         
| | (signed) Charles Butt              
| | CHARLES BUTT, CHIEF EXECUTIVE OFFICER



























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CERTIFICATIONS



CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Forbes Medi-Tech Inc. (the Company) on Form 20-F for the period ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Charles A. Butt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



| |               |                        
| | ------------- | -----------------------
| | April 2, 2007 | /s/ Charles A. Butt    
| |               | Charles A. Butt        
| |               | Chief Executive Officer



A signed original of this written statement required by Section 906 has been provided to Forbes Medi-Tech Inc. and will be retained by Forbes Medi-Tech Inc. and furnished to the Securities and Exchange Commission or its staff upon request.















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CERTIFICATIONS



I, Charles A. Butt, certify that:

I have reviewed this annual report on Form 20-F of Forbes Medi-Tech Inc.;

1.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

3.

The issuers other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

4.

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and

5.

The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting.



|                      |  |     |  |                                                             
|--------------------- |  | --- |  | ------------------------------------------------------------
|                      |  |     |  |                                                             
|Date:   April 2, 2007 |  | By: |  | /s/ Charles A. Butt

Charles A. Butt
Chief Executive Officer





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CERTIFICATIONS



CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Forbes Medi-Tech Inc. (the Company) on Form 20-F for the period ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David Goold, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



| |               |                        
| | ------------- | -----------------------
| | April 2, 2007 | /s/ David Goold        
| |               | David Goold            
| |               | Chief Financial Officer



A signed original of this written statement required by Section 906 has been provided to Forbes Medi-Tech Inc. and will be retained by Forbes Medi-Tech Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





















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CERTIFICATIONS



I, David Goold, certify that:

I have reviewed this annual report on Form 20-F of Forbes Medi-Tech Inc.;

1.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

3.

The issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

4.

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and

5.

The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting.





|                     |  |     |  |                                                     
|-------------------- |  | --- |  | ----------------------------------------------------
|                     |  |     |  |                                                     
|Date:  April 2, 2007 |  | By: |  | /s/ David Goold

David Goold
Chief Financial Officer