**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      40-F**


[Check
      One]


**Registration
      Statement Pursuant to Section 12 of the**


____
              **Securities
                  Exchange Act of 1934**




**Annual
      Report Pursuant to Section 13(a) or 15(d) of the**


X
            **Securities
                Exchange Act of 1934**






For the fiscal year ended: **September
              30, 2006**
            Commission
                File Number:0-30860





**Axcan
      Pharma Inc.**





(Exact
      name of Registrant as specified in its charter)




**N/A**





(Translation
      of Registrant’s name into English (if applicable))




**Canada**





(Province
      or other jurisdiction of incorporation or organization)




**5122**





(Primary
      Standard Industrial Classification Code Number (if applicable))




**N/A**





(I.R.S.
      Employer Identification Number (if applicable))




**597
      Laurier Blvd., Mont St-Hilaire, Quebec, Canada J3H 6C4 (450)
      467-5138**





(Address
      and telephone number of Registrant’s principal executive offices)




**CT
      Corporation System, 111 8th Avenue, 15th Floor, New York, New York, 10011 (212)
      894-8700**





(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
                registered




**Common
                  Shares**
            **The
                  NASDAQ Stock Market, LLC**_______________
            ______________




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




**Common
      Shares**





(Title
      of
      Class)




Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act.




**Common
      Shares**





(Title
      of
      Class)




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.






**Common
                Shares**
            **45,800,581**





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 filing number assigned to the Registrant in
      connection with such Rule.




Yes
                __
            NoX




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.


YesX
              No
                    __




**************




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; the securities in relation to
      which
      the obligation to file an annual report on Form 40-F arises; or transactions
      in
      said securities.







**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, thereto duly
      authorized.




AXCAN
                PHARMA INC.
              (Registrant)Date: December
              29, 2006
            By:
            /s/ Steve
              GannonSteve
                  GannonVice-President,
              Finance and Chief Financial Officer


EXHIBITS


99.1
              Additional
                    disclosures required pursuant to Form 40-F
                    instructions and the Nasdaq Marketplace
                    Rules.99.2
              Management’s
                    Discussion and Analysis - Pages 2 - 13
                    of Axcan’s 2006 Annual Report99.3
              Consolidated
                    Financial Statements, U.S. GAAP - Pages 16
                    - 48 of Axcan’s 2006 Annual Report99.4
              Annual
                    Information Form for the Year Ended September 30,
                    200699.5
              Rule
                  13a-14(a) Certificate99.6
              Rule
                  13a-14(a) Certificate99.7
              Certification
                  Pursuant to 18 U.S.C. Section
                  135099.8
              Certification
                  Pursuant to 18 U.S.C. Section
                  135099.9
              Consent
                  of Independent Public
                  Accountants