U.S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 40-F

(Amendment No. 1)

(Check One)



| |  ̈ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
| | - | ------------------------------------------------------------------------------------

or



| | x | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| | - | ---------------------------------------------------------------------------------------



|                                           |  |                                  
|------------------------------------------ |  | ---------------------------------
|For the fiscal year ended October 31, 2013 |  | Commission file number: 001-35100

QUEST RARE MINERALS LTD. 

MINÉRAUX RARES QUEST LTÉE

(Exact name of registrant as specified in its charter)



|                                                                  |  |  |  |                                                                          |  |  |  |                                       
|----------------------------------------------------------------- |  |  |  | ------------------------------------------------------------------------ |  |  |  | --------------------------------------
|Canada                                                            |  |  |  | 1000                                                                     |  |  |  | N/A                                   
|(Province or other jurisdiction of incorporation or organization) |  |  |  | (Primary Standard Industrial
Classification
Code Number (if
applicable)) |  |  |  | (I.R.S. EmployerIdentification Number)

1155 University Street, Suite 906

Montreal, Québec, Canada H3B 3A7

(514) 878-3551

(Address and Telephone Number of Registrants Principal
Executive Offices)

Torys LLP

1114 Avenue of the Americas

New York, New York 10036

Attention: Andrew J. Beck

(212) 880-6000

(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 Exchange On Which Registered
|Common Shares       |  | NYSE MKT LLC                        

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities 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:



|                            |  |                                        
|--------------------------- |  | ---------------------------------------
|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: 67,237,044.

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    ̈

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes    ̈            
No    ̈









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EXPLANATORY NOTE

In accordance with General Instruction B.(1) of Form 40-F, Quest Rare Minerals Ltd. (the Corporation or Registrant) hereby incorporates by reference Exhibits 99.3,
99.9 to 99.11, 99.13 and 99.14 as set forth in the Exhibit Index attached to this Amendment No. 1 to the Annual Report on Form 40-F.

The
Corporation prepared and filed an amended and restated annual information form for the fiscal year ended October 31, 2013, attached hereto as Exhibit 99.3, solely in order to update the technical information relating to its Strange Lake Rare
Earth Project and to include recent developments subsequent to the fiscal year ended October 31, 2013. The technical information on the Strange Lake Rare Earth Project was updated following the receipt of a technical report entitled NI
43-101 Technical Report on the Preliminary Economic Assessment (PEA) for the Strange Lake Property Québec, Canada dated April 9, 2014.

In accordance with General Instruction D.(9) of Form 40-F, the Corporation has filed written consents of certain experts named in Exhibit 99.3 as Exhibits 99.9 to 99.11, 99.13 and 99.14.



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SIGNATURES

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused
this Amendment No. 1 to the Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.



QUEST RARE MINERALS LTD.  MINÉRAUX RARES QUEST LTÉEBy:

(s) Peter J. CashinName: Peter J. CashinTitle: President and Chief Executive OfficerDate: May 27, 2014




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EXHIBIT INDEX



|        |  |                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                         
|        | 
|        |  | Annual Information                                                                                  
|        | 
|99.3    |  | Amended and restated annual information form for the year ended October 31, 2013 dated May 22, 2014.
|        | 
|        |  | Consents                                                                                            
|        | 
|99.9    |  | Consent of William J. Lewis                                                                         
|        | 
|99.10   |  | Consent of Richard Gowans                                                                           
|        | 
|99.11   |  | Consent of Rimant (Ray) V. Zalnieriunas                                                             
|        | 
|99.13   |  | Consent of Sam Shoemaker Jr.                                                                        
|        | 
|99.14   |  | Consent of Jane Spooner