## ** **

## **United StatesSecurities and Exchange Commission**

##### **Washington, D.C.  20549**

##### ** **

**FORM 40-F**

 

**[Checkone]**

 
| ** ** | **o**      | ** ** | **REGISTRATION STATEMENT PURSUANT TO  SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**              |
|------------|------------|------------|-------------------------------------------------------------------------------------------------------------|
|       |       |       |                                                                                                        |
| ** ** | ** ** | ** ** | **OR**                                                                                                      |
|       |       |       |                                                                                                        |
| ** ** | **ý** | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 
| **For the  fiscal year ended  December 31, 2005** | ** ** | **Commission  File Number   1-13064** |
|------------------------------------------------------------------|------------|------------------------------------------------------|

 

**NOVAChemicals Corporation**

(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)

 

**None**

(Primary Standard Industrial Classification Code Number (ifapplicable))

 

**None**

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

 

**1000 - 7thAvenue S.W., Calgary, Alberta, Canada T2P 5L5 (403) 750-3600**

(Address and telephone number of Registrant’s principal executiveoffices)

 

**NOVA Chemicals Inc., 1550 Coraopolis Heights Road, Moon Township,Pennsylvania, 15108Attn:  J.M. Lipton, President  (412) 490-4000**

(Name, address (including zip code) and telephone number(including area code)of agent for service in the United States)

 

Securities registered or to beregistered pursuant to Section 12(b) of the Act.

 
| **Title of each class**       | ** ** | **Name of each exchange on  which registered**** ** |
|-------------------------------|------------|----------------------------------------------------------|
| Common Shares of no par value |       | New York Stock Exchange                                  |

 

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

**None**

(Title of Class)

 

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

**None**

(Title of Class)

 

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

 
| ý | Annual  information form | ý | Audited  annual financial statements and related schedules |
|--------|--------------------------|--------|------------------------------------------------------------|

 

Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.

 
| As of December 31,  2005:  82,364,899 Common Shares were outstanding. |
|---------------------------------------------------------------------------------|

 

Indicateby check mark whether the Registrant by filing the information contained inthis form is also thereby furnishing the information to the Commission pursuantto Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “ExchangeAct”).  If “Yes” is marked, indicate thefile number assigned to the Registrant in connection with such Rule.

 
| Yes |   | o |   | 82-                            |   | No |   | ý |
|-----|--------|---|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----|--------|--------|

 

Indicate by check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days.

 
| Yes |   | ý |   |   |   | No |   | o |
|-----|--------|--------|--------|--------|--------|----|--------|---|

 

The documents (orportions thereof) forming part of this Form 40-F are incorporated byreference into the following registration statements under the Securities Actof 1933, as amended:

 

RegistrationStatement on Form S-8  #33-47673

RegistrationStatement on Form S-8  #333-520

RegistrationStatement on Form S-8  #333-9076

RegistrationStatement on Form S-8  #333-9078

RegistrationStatement on Form S-8  #33-86218

RegistrationStatement on Form S-8  #33-77308

RegistrationStatement on Form S-8  #333-11280

RegistrationStatement on Form S-8  #333-12910

RegistrationStatement on Form S-8  #333-101793

RegistrationStatement on Form S-8  #333-109424

 

 

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**UNDERTAKING AND EXHIBITS**

 

**A.****           ****Undertaking**

 

Registrant undertakes to make available, in person or by telephone,representatives to respond to inquiries made by the Commission staff, and tofurnish promptly, when requested to do so by the Commission staff, informationrelating to the securities in relation to which the obligation to file anannual report on Form 40-F arises or to transactions in said securities.

 

**B.****           ****Exhibits**

 

**Attachedhereto are:**

 
| 99.1 |   | Annual Information  Form                                                             |
|------|--------|--------------------------------------------------------------------------------------|
| 99.2 |   | Audited  consolidated financial statements and related schedules                     |
| 99.3 |   | Management’s  Discussion and Analysis                                      |
| 99.4 |   | Consent of  Ernst & Young LLP                                               |
| 99.5 |   | CEO and CFO  Certificates                                                            |
| 99.6 |   | Certification  of principal executive officer pursuant to 18 U.S.C. § 1350 |
| 99.7 |   | Certification  of principal financial officer pursuant to 18 U.S.C. § 1350 |

 

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**CONTROLS AND PROCEDURES**

 

*Scope of Management’s Report on InternalControl Over Financial Reporting*.  Our audited consolidated financial statements include theaccounts of NOVA Innovene, our 50:50 joint venture with INEOS, viaproportionate consolidation in accordance with Canadian GAAP.  Our management has been unable to assess theeffectiveness of internal control within NOVA Innovene due to the fact thatNOVA Chemicals does not have the ability to dictate or modify the controls ofNOVA Innovene and does not have the ability, in practice, to assess thosecontrols.  Our management’s conclusionregarding the effectiveness of internal controls does not extend to theinternal controls of NOVA Innovene.

 

**Management’s Annual Report on Internal Control Over FinancialReporting.** The report of management on our internal control over financialreporting is located under the heading “Management’s Annual Report on InternalControl Over Financial Reporting” in ouraudited consolidated financial statements,which are filed as Exhibit 99.2 to this annual report on Form 40-Fand is incorporated by reference herein.

 

**Attestation Report of the Registered Public Accounting Firm.** The attestation report on management’sassessment of our internal control over financial reporting is located underthe heading “Independent Auditors’ Report on Internal Controls” in the audited consolidated financialstatements, which are filed as Exhibit 99.2 to this annual reporton Form 40-F and is incorporated by reference herein.

 

*Evaluationof Disclosure Controls and Procedures*.  Basedon our management’s evaluation (with the participation of our principalexecutive officer and principal financial officer), as of December 31,2005, our principal executive officer and principal financial officer haveconcluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “ExchangeAct”)) are effective to ensure that information required to be disclosed by usin reports that we file or submit under the Exchange Act is recorded,processed, summarized and reported within the time periods specified inSecurities and Exchange Commission rules and forms.

 

*Changes inInternal Controls*.  There were no changes in ourinternal control over financial reporting identified in connection with theabove evaluation that occurred during the period covered by this annual reporton From 40-F that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

 

### **AUDIT COMMITTEE FINANCIAL EXPERT**

 

The informationrequired by Item 8 of General Instruction B is located under the heading “Committeesof the Board” in the Management Proxy Circular dated February 15, 2006,which is filed as an exhibit to our Report on Form 6-K dated March 1,2006 and is incorporated by reference herein.

 

**CODEOF ETHICS**

 

We have adopted a code of ethics that appliesto our principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions.  You can view our Code of Ethics for CEO andSenior Financial Officers on the Corporate Governance page on our websiteat http://www.novachemicals.com/governance.

 

**PRINCIPALACCOUNTANT FEES AND SERVICES**

 

The informationrequired by Item 10 of General Instruction B is located under the heading “FeesBilled by Ernst & Young LLP” in the Management Proxy Circular dated February 15,2006, which is filed as an exhibit to our Report on Form 6-K dated March 1,2006 and is incorporated by reference herein.

 

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**OFF-BALANCESHEET ARRANGEMENTS**

 

The informationrequired by Item 11 of General Instruction B is located under the heading “Off-BalanceSheet Arrangements-Accounts Receivable Securitization” in Management’sDiscussion and Analysis, which is filed as Exhibit 99.3 to thisannual report on Form 40-F and is incorporated by reference herein.

 

**CONTRACTUAL OBLIGATIONS**

** **

The informationrequired by Item 12 of General Instruction B is located under the heading “ContractualCash Obligations as of December 31, 2005” in Management’s Discussion andAnalysis, which is filed as Exhibit 99.3 to this annual report on Form 40-Fand is incorporated by reference herein.

 

### **AUDIT COMMITTEE**

### ** **

The informationrequired by Item 14 of General Instruction B is located****under the heading “Committees of the Board”in the Management Proxy Circular dated February 15, 2006, which is filedas an exhibit to our Report on Form 6-K dated March 1, 2006 and isincorporated by reference herein.

 

**SIGNATURES**

 

Pursuantto the requirements of the Exchange Act, the Registrant certifies that it meetsall of the requirements for filing on Form 40-F and has duly caused thisannual report to be signed on its behalf by the undersigned, thereto dulyauthorized.

 

 
| Registrant      |   | NOVA  Chemicals Corporation                                                            |
|-----------------|--------|----------------------------------------------------------------------------------------|
|            |   |                                                                                   |
|            |   |                                                                                   |
| By (Signature)  |   | */s/ Jack S. Mustoe*                                                                   |
|            |   |                                                                                   |
|            |   |                                                                                   |
| Name and  Title |   | Jack S.  Mustoe, Senior Vice-President, Legal, General Counsel and Corporate Secretary |
|            |   |                                                                                   |
|            |   |                                                                                   |
| Date            |   | March 1,  2006                                                                    |

 

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