U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F/A

(Amendment No. 3)

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

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, 2006

Commission File Number 000-50393

NEUROCHEM INC.

(Exact name of Registrant as specified in its charter)

Canada	2834	Not Applicable
(Province or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization )	Classification Code Number)	Identification No.)

275 Armand-Frappier Boulevard
Laval, Quebec H7V 4A7, Canada
(450) 680-4500
(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) 894-8400
(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, no par value	The NASDAQ Stock Market

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:
þ Annual information form            o 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: The Registrant had 38,722,022 Common Shares Outstanding as at December 31, 2006

     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 o.            82- ___.            No þ.

     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 þ.            No o.

EXPLANATORY NOTE

     This Amendment No. 3 to the Annual Report on Form 40-F, including exhibits hereto (this “Amendment”) is being filed by Neurochem Inc. (the “Registrant”) to amend its annual report on Form 40-F for the year ended December 31, 2006, filed with the Commission on March 2, 2007 (the “Original Form 40-F”) as amended by Amendment No. 1 thereto (“Amendment No. 1”) filed with the Commission on March 6, 2007 and Amendment No. 2 thereto (“Amendment No. 2”) filed with the Commission on March 13, 2007 (the Original Form 40-F as amended by Amendment No. 1 and Amendment No. 2, the “Form 40-F”). The Registrant is filing this Amendment to file its Annual Information Form for the fiscal year ended December 31, 2006.

     No other changes have been made to the information in the Form 40-F.

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F:

A. Annual Information Form

The Annual Information Form of the Registrant for the fiscal year ended December 31, 2006 (filed herewith).

B. Consolidated Audited Annual Financial Statements

The audited consolidated balance sheets of the Registrant as at December 31, 2006 and 2005 and the consolidated statements of operations, deficit and cash flows for the years ended December 31, 2006, December 31, 2005, and December 31, 2004, and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon (previously filed on Form 40-F/A on March 13, 2007).

C. Management’s Discussion and Analysis

Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations of the Registrant for the year ended December 31, 2006 compared to the year ended December 31, 2005, and for the year ended December 31, 2005 compared to the year ended December 31, 2004 (previously filed on Form 40-F on March 2, 2007).

D. US GAAP Reconciliation Note

A supplemental note entitled “Reconciliation to United States Generally Accepted Accounting Principles” in respect of the Registrant’s consolidated financial statements as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon (previously filed on Form 40-F/A on March 13, 2007).

DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS:

Number	Document
1.	Annual Information Form of the Registrant for the fiscal year ended December 31, 2006.
2.	The audited consolidated balance sheets of the Registrant as at December 31, 2006 and 2005 and the consolidated statements of operations, deficit and cash flows for the years ended December 31, 2006, December 31, 2005, and December 31, 2004, and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon.*
3.	Management’s Discussion of Consolidated Financial Condition and Results of Operations of the Registrant for the year ended December 31, 2006 compared to the year ended December 31, 2005, and for the year ended December 31, 2005 compared to the year ended December 31, 2004.**
4.	A supplemental note entitled “Reconciliation to United States Generally Accepted Accounting Principles” in respect of the Registrant’s audited consolidated financial statements as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 and for the period from inception (June 17, 1993) to December 31, 2006 together with the auditors’ report thereon.*

*	Previously filed on Form 40-F/A on March 13, 2007.
**	Previously filed on Form 40-F on March 2, 2007.

INCORPORATION BY REFERENCE

     The supplemental note entitled “Reconciliation to United States Generally Accepted Accounting Principles” in respect of the Registrant’s consolidated financial statements as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon, is hereby incorporated by reference into the prospectus included in the Registrant’s registration statement on Form F-10 (SEC Reg. No. 333-140039).

     The following documents included in or filed as an exhibit to this Annual Report on Form 40-F are hereby incorporated by reference as exhibits to the Registrant’s registration statement on Form F-10 (SEC Reg. No. 333-140039):

1. The audited consolidated balance sheets of the Registrant as at December 31, 2006 and 2005 and the consolidated statements of operations, deficit and cash flows for the years ended December 31, 2006, December 31, 2005, and December 31, 2004, and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon (previously filed as Exhibit 99.2 hereto).

2. Management’s Discussion of Consolidated Financial Condition and Results of Operations of the Registrant for the year ended December 31, 2006 compared to the year ended December 31, 2005, and for the year ended December 31, 2005 compared to the year ended December 31, 2004 (previously filed as Exhibit 99.3 hereto).

3. The consent of KPMG LLP (previously filed as Exhibit 99.5 hereto).

4. A supplemental note entitled “Reconciliation to United States Generally Accepted Accounting Principles” in respect of the Registrant’s audited consolidated financial statements as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon (previously filed as Exhibit 99.4 hereto).

5. Annual Information Form of the Registrant for the fiscal year ended December 31, 2006 (filed as Exhibit 99.1 hereto).

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

     The 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 required 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.

B.	Consent to Service of Process
	The Registrant has previously filed with the Commission a Form F-X.

TABLE OF CONTENTS

Annual Information Form

Certification (Dr. Francesco Bellini)

Certification (Mariano Rodriguez)

SIGNATURE

     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 Amendment to the annual report to be signed on its behalf by the undersigned, thereto duly authorized.

     March 26, 2007

	NEUROCHEM INC.
By:	(signed) Dr. Francesco Bellini
	Dr. Francesco Bellini
	Chairman of the Board, President and Chief Executive Officer

EXHIBIT INDEX

Number	Document
99.1	Annual Information Form of the Registrant for the fiscal year ended December 31, 2006.
99.2	The audited consolidated balance sheets of the Registrant as at December 31, 2006 and 2005 and the consolidated statements of operations, deficit and cash flows for the year ended December 31, 2006, December 31, 2005, and December 31, 2004, and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon.*
99.3	Management’s Discussion of Consolidated Financial Condition and Results of Operations of the Registrant for the year ended December 31, 2006 compared to the year ended December 31, 2005, and for the year ended December 31, 2005 compared to the year ended December 31, 2004.*
99.4	Supplemental note entitled “Reconciliation to United States Generally Accepted Accounting Principles” in respect of the Registrant’s audited consolidated financial statements as at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 and for the period from inception (June 17, 1993) to December 31, 2006, together with the auditors’ report thereon.*
99.5	Consent of KPMG LLP.*
99.6	Certification pursuant to Rule 13a-14 or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Dr. Francesco Bellini).
99.7	Certification pursuant to Rule 13a-14 or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Mariano Rodriguez).
99.8	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Dr. Francesco Bellini).*
99.9	Certification pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Mariano Rodriguez).*
99.10	Code of Ethics.*

* Previously filed.