UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 40-F/A
[Check One]
              Registration Statement Pursuant to Section 12 of the
                         Securities Exchange Act of 1934
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             Annual Report Pursuant to Section 13(a) or 15(d) of the
    X                   Securities Exchange Act of 1934
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For the fiscal year ended:  September 30, 2003  Commission File Number:
                           --------------------                        ---------

                                Axcan Pharma Inc.
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             (Exact name of Registrant as specified in its charter)

                                       N/A
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         (Translation of Registrant's name into English (if applicable))

                                     Canada
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        (Province or other jurisdiction of incorporation or organization)

                                      5122
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    (Primary Standard Industrial Classification Code Number (if applicable))

                                       N/A
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             (I.R.S. Employer Identification Number (if applicable))

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

        None
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-----------------------------        -------------------------------------------


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

                                  Common Shares
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                                (Title of Class)

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

                                  Common Shares
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                                (Title of Class)


<PAGE>


For annual reports, indicate by check mark the information filed with this Form:

         X     Annual information form       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                45,004,320
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        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  __        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  __
                                         ---


.................................................................................

        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.

                                EXPLANATORY NOTES

        This  Form  40-F/A  amends  the Form  40-F  filed by the  Registrant  on
January, 2004 to add the Registrant's Annual Information Form as an Exhibit.

                                   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:  February 20, 2004                 By: /s/ Jean Vezina
                                                     -------------------------
                                                     Jean Vezina
                                                     Vice President, Finance and
                                                     Chief Financial Officer


<PAGE>


EXHIBITS

99.1*   Additional disclosures required pursuant to Form 40-F instructions.

99.2*   Management's Discussion and Analysis - Pages 16 - 27 of Axcan's 2003
        Annual Report

99.3*   Consolidated Financial Statements, U.S. GAAP - Pages 29 - 58 of Axcan's
        2003 Annual Report

99.4*   Consolidated Financial Statements, Canadian GAAP - Pages 59 - 85 of
        Axcan's 2003 Annual Report

99.5    Rule 13a-14(a) Certificate

99.6    Rule 13a-14(a) Certificate

99.7    Certification Pursuant to 18 U.S.C. Section 1350

99.8    Certification Pursuant to 18 U.S.C. Section 1350

99.9*   Consent of Independent Public Accountants

99.10   Annual Information Form for the Year Ended September 30, 2003.



*Previously Filed