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U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 40-F

[Check one]

|  |  |                                                                                     
|- |  | ------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|                                             |  |                                
|-------------------------------------------- |  | -------------------------------
|For the fiscal year ended: December 31, 2002 |  | Commission File Number: 0-30600

The Westaim Corporation
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrants name into English (if applicable)

Alberta
(Province or other jurisdiction of incorporation or organization)

3674
(Primary Standard Industrial Classification Code Number (if applicable)

Not Applicable
(I.R.S. Employer Identification Number (if applicable))

1010 Sun Life Plaza I, West Tower, 144  4th Avenue S.W., Calgary, Alberta T2P 3N4 Canada, Telephone (403) 234-3100
(Address and telephone number of Registrants principal executive offices)

Scott Gillis, Nucryst Pharmaceuticals Inc., 50 Audubon Road, Wakefield, MA 01880, Telephone (781) 246-6010
(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 classNone |  | Name of each exchange on which registeredThe Nasdaq Stock Market
|                       
|                        |  |                                                                 

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

Common Shares, without par value
(Title of Class)

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

None
(Title of Class)

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

|                         |  |                                     
|------------------------ |  | ------------------------------------
|þAnnual information form |  | þAudited 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.

78,032,787 Common Shares, without par value

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.

|     |  |    
|---- |  | ---
|Yeso |  | Noþ

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.

|     |  |    
|---- |  | ---
|Yesþ |  | Noo



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|                                             |  |  |  |  |  |  |  | 
|-------------------------------------------- |  |  |  |  |  |  |  | 
|Annual Information Form Dated April 29, 2003
|Management's Discussion and Analysis        
|Audited Financial Statements                
|Consent of Deloitte & Touche LLP.           
|Section 906 Certification of CEO            
|Section 906 Certification of CFO            
|Disclosure of Controls and Procedures       



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UNDERTAKING AND CONSENT TO SERVICE PROCESS

A.   Undertaking.

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.

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EXHIBITS TO REGISTRATION STATEMENT
ON FORM 40-F
FILED BY THE WESTAIM CORPORATION



| | 1.1 |  | Annual Information Form dated April 29, 2003 for the year ended December
31, 2002.
| | --- |  | ----------------------------------------------------------------------------------
|
| | 1.2 |  | Managements Discussion and Analysis for the year ended December 31,
2002.        
|
| | 1.3 |  | Audited Financial Statements for the year ended December 31, 2002.                
|
| | 1.4 |  | Consent of Deloitte & Touche LLP.                                                 
|
| | 1.5 |  | Section 906 Certification of Chief Executive Officer.                             
|
| | 1.6 |  | Section 906 Certification of Chief Financial Officer.                             
|
| | 1.7 |  | Disclosure of Controls and Procedures.                                            

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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.

Registrant:

THE WESTAIM CORPORATION

|                                                                 |  |                      
|---------------------------------------------------------------- |  | ---------------------
|                                                                 |  |                      
|By:                                                              |  | /s/ Douglas H. Murray
|Name:  Douglas H. Murray
Title:    Assistant Corporate Secretary
|                                                                 |  |                      
|Date:          May 5, 2003                                      

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Section 302 Certification

I, Barry M. Heck, certify that:

1.   I have reviewed this annual report on Form 40-F of The Westaim Corporation;

2.   Based on my knowledge, this annual 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 annual
report;

3.   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
registrant as of, and for, the periods presented in this annual report;

4.   The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.   The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (and persons performing the
equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

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(6)   The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: May 5, 2003



/s/ Barry M. Heck

Barry M. Heck
President and Chief Executive Officer
The Westaim Corporation

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Section 302 Certification

I, G.A. (Drew) Fitch, certify that:

1.   I have reviewed this annual report on Form 40-F of The Westaim Corporation;

2.   Based on my knowledge, this annual 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 annual
report;

3.   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
registrant as of, and for, the periods presented in this annual report;

4.   The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.   The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (and persons performing the
equivalent function):



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

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(6)   The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: May 5, 2003



/s/ G.A. (Drew) Fitch

G.A. (Drew) Fitch
Senior Vice President and
Chief Financial Officer
The Westaim Corporation

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