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

FORM 40-F/A

AMENDMENT NO. 2

[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 December 31, 2006                       Commission File Number 001-31927

NORTHERN ORION RESOURCES INC.
(Exact Name of Registrant as specified in its charter)

British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)

1040
(Primary Standard Industrial Classification Code Number (if applicable))

250-1075 West Georgia Street
Vancouver, British Columbia
Canada V6E 3C9
(604) 689-9663
(Address and telephone number of registrant’s principal executive offices)

     CT Corporation System
111 Eighth Avenue, 13^th Floor
New York, New York 10011
(212) 894-8940
(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:

	Name of each exchange
Title of Each Class	on which registered
Common Shares (no par value)	American Stock Exchange

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

None
(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:

[ x ] Annual information form                          [ x ] Audited annual financial statements

At December 31, 2006, the Registrant had outstanding 152,531,086 Common Shares (no 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, as amended (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 [ ]

EXPLANATORY NOTE

Northern Orion Resources Inc. (the “Company”) is a Canadian issuer eligible to file its annual report pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F. This Amendment No. 2 on Form 40-F (the “Amendment No. 2”) hereby amends the Form 40-F of the Company for the fiscal year ended December 31, 2006, as originally filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2007 (the “Original Filing”), and as amended by Amendment No. 1 to the Original Filing on May 7, 2007 (“Amendment No. 1”). Amendment No. 2 is being filed solely to include the signed auditors’ report, which was inadvertently submitted with the Original Filing without the complete signature of the auditors. No other changes have been made.

DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT

1.* Supplement to the Glossary of Terms Included in the Annual Information Form of the Company for the year ended December 31, 2006 (incorporated by reference to Exhibit 1 to the Original Filing).

2.* Renewal Annual Information Form of the Company for the year ended December 31, 2006 (incorporated by reference to Exhibit 2 to the Original Filing).

3.* The following audited consolidated financial statements of the Company are incorporated by reference to Exhibit 3 to the Original Filing and form a part of this annual report:

Report of Independent Registered Chartered Accountants;

Consolidated Balance Sheets as of December 31, 2006 and 2005;

Consolidated Statements of Operations and Deficit for the years ended December 31, 2006, 2005 and 2004;

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004;

Notes to Consolidated Financial Statements (which include reconciliation with United States generally accepted accounting principles).

4.** Management Discussion and Analysis of Financial Conditions and Results of Operations (incorporated by reference to Exhibit 4 to Amendment No. 1).

5.* Contractual Obligations of the Company (incorporated by reference to Exhibit 5 to the Original Filing).

* Previously filed with the Company’s annual report on Form 40-F filed with the SEC on April 3, 2007.
** Previously filed with Amendment No. 1 to the Company’s annual report on Form 40-F filed with the SEC on May 7, 2007.

EXHIBIT INDEX

Exhibit No.	Title of Exhibit
99.1*	Appointment of Agent for Service of Process and Undertaking on Form F-X
99.2**	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d- 14(a) of the United States Securities Exchange Act of 1934.
99.2.1***	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d- 14(a) of the United States Securities Exchange Act of 1934.
99.2.2	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d- 14(a) of the United States Securities Exchange Act of 1934.
99.3**	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934.
99.3.1***	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934.

99.3.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934.
99.4**	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002.
99.5**	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002.
99.6	Consent of Deloitte & Touche LLP.
99.7**	Consents of Hatch Ltd. and AMEC Americas Limited (incorporated by reference to Exhibit 99.7 to the Original Filing).
99.8**	Consents of Micon International Limited (incorporated by reference to Exhibit 99.8 to the Original Filing).
99.9**	Consents of Minera Alumbrera Ltd. (incorporated by reference to Exhibit 99.9 to the Original Filing).

* Previously filed on December 10, 2003, and subsequently amended on December 22, 2004.
** Previously filed with the Company’s annual report on Form 40-F filed with the SEC on April 3, 2007.
*** Previously filed with Amendment No. 1 to the Company’s annual report on Form 40-F filed with the SEC on May 7, 2007.

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, thereunto duly authorized.

	NORTHERN ORION RESOURCES INC.
	Registrant
By:	/s/ David W. Cohen
	Name: David W. Cohen
	Title: President and Chief
	Executive Officer

Date: July 18, 2007