United States
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

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, 2005

Commission File Number: 000-29338

CARDIOME PHARMA CORP.

(Exact name of Registrant as specified in its charter)

CANADA

(Province or other jurisdiction of incorporation or organization)

6th Floor, 6190 Agronomy Road
Vancouver, British Columbia, Canada V6T 1Z3
telephone number : (604) 677-6905

(Address and telephone number of Registrant’s principal executive offices)

PTSGE Corp.
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104
telephone number : (206) 623-7580

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

2834	Not Applicable
(Primary Standard Industrial	(I.R.S. Employer Identification
Classification Code (if applicable))	Number (if applicable))

Securities registered or to be registered pursuant to Section 12(b) of the Act. None.

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

Title	Name of Each Exchange on Which Quoted
Common Shares	Nasdaq National Market Toronto Stock Exchange

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 þ Audited annual financial statements

     Indicate 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.

51,556,175 common shares as at December 31, 2005

     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 file number assigned to the Registrant in connection with such Rule.

Yes o      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

TABLE OF CONTENTS

Page

 Annual Information Form of the Registrant

 Code of Ethics

 Consent of Ernst & Young LLP.

 C.E.O. Certification - Rule 13a-14(a)

 C.F.O. Certification - Rule 13a-14(a)

 Section 906 C.E.O. Certification

 Section 906 C.F.O. Certification

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     Except where otherwise indicated, all dollar amounts stated in this Annual Report on Form 40-F are Canadian dollars.

Principal Documents

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

A. Annual Information Form

     For our Annual Information Form for the twelve-month period ended December 31, 2005, see Exhibit 99.1 to this Annual Report on Form 40-F.

B. Audited Annual Financial Statements

     For our Consolidated Audited Financial Statements for the twelve-month period ended December 31, 2005, including the report of independent auditor with respect thereto, see Exhibit 99.2 to this Annual Report on Form 40-F. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 16 of the Notes to the Consolidated Financial Statements.

C. Management’s Discussion and Analysis

     For Management’s Discussion and Analysis for the twelve-month period ended December 31, 2005, see Exhibit 99.3 to this Annual Report on Form 40-F.

Disclosure Controls and Procedures

     We have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 40-F. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. It should be noted that the design of any system of control is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

     There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Audit Committee Financial Expert

     Our Board of Directors has determined that Peter W. Roberts is an audit committee financial expert serving on our audit committee (as defined in paragraph 8(b) of General Instruction B to Form 40-F), and that Mr. Roberts meets the independence requirements of the Nasdaq Stock Market, Inc. For a description Mr. Robert’s relevant experience in financial matters, see his employment history in the section “Directors and Executive Officers” in our Annual Information Form for the year ended December 31, 2005, which is filed as Exhibit 99.1 to this Annual Report on Form 40-F.

Code of Ethics

     Our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is disclosed in our Code of Business Conduct, which is applicable to all of our employees. The portion of our Code of Business Conduct which applies to our senior officers is filed as Exhibit 99.4 to this Annual Report on Form 40-F. In the event that we:

     (i) amend any provision of our Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions that relates to any element of the code of

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ethics definition enumerated in paragraph (9)(b) of General Instruction B to Form 40-F, or

     (ii) grant a waiver, including an implicit waiver, from a provision of our Code of Business Conduct to any of our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions that relates to any element of the code of ethics definition as enumerated in paragraph (9)(b) of General Instruction B to Form 40-F,

we will disclose in a Form 6-K any amendment to, or waiver of, a provision of our Code of Business Conduct that relates to the items set forth above. Such disclosure will specifically describe the nature of the amendment or waiver, and will, in the case of a waiver, name the person to whom the waiver was granted.

Principal Accountant Fees and Services

     The following table provides information about the fees billed to us for professional services rendered by Ernst & Young LLP, our principal accountant, during fiscal 2005 and 2004:

	2005		2004
	(in Canadian Dollars)
Audit fees	$	268,601	$	121,190
Audit-related fees	$	5,018		—
Tax fees	$	45,686	$	8,107
All other fees		—		—
Total fees	$	319,305	$	129,297

     Audit Fees. Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

     Audit-Related Fees. Audit related fees are fees for assurance and related services related to the performance of the audit or review of the annual financial statements that are not reported under “Audit Fees.” These include M&A due diligence for business acquisitions, audit and accounting consultations regarding business acquisitions, and other attest services not required by statute.

     Tax Fees. Tax fees included tax compliance, tax planning, tax advice and various taxation matters.

     All Other Fees. There were no other services provided by our principal accountant, other than audit, audit-related and tax services.

Pre-Approval Policies

     All audit and non-audit services performed by our auditors for the twelve-month period ended December 31, 2005 were pre-approved by our audit committee. It is our policy that all audit and non-audit services performed by our auditors will continue to be pre-approved by our audit committee.

Off-Balance Sheet Arrangements

     We have no off-balance sheet arrangements to report.

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Disclosure of Contractual Obligations

     As of December 31, 2005, and in the normal course of business we are obligated to make future payments. These obligations represent contracts and other commitments that are known and committed.

					Payment Due by Period
			less than 1						more than 5
	Total		year		1 - 3 years		3 - 5 years		years
			(In Canadian Dollars)
Other long-term obligation	$	210,000	$	18,000	$	64,000	$	87,000	$	41,000
Operating Lease Obligations	$	5,871,000	$	788,000	$	2,081,000	$	2,140,000	$	862,000
Commitments for Clinical Research Agreements	$	9,800,000	$	9,800,000	$	Nil	$	Nil	$	Nil
Commitments under License Agreement(1)	$	882,000	$	70,000	$	348,000	$	348,000	$	116,000 Per annum
Total	$	16,763,000	$	10,676,000	$	2,493,000	$	2,575,000	$	1,019,000

(1) As of December 31, 2005, pursuant to four license and service agreements, we have various commitments as described in Note 11(b) and (c) of the Notes to the Consolidated Financial Statements, which are filed as Exhibit 99.2 to this Annual Report on Form 40-F. The majority of these commitments are contingent upon achievement of certain milestones which may or may not actually occur. The amounts disclosed in this table represent minimum annual royalties described in Note 11(c)(iii) of the Notes to the Consolidated Financial Statements, converted in Canadian Dollars at the year-end exchange rate of 1.163.

Audit Committee

     We have established an audit committee in accordance with section 15 U.S.C. 78c(a)(58)(A). Each of the following directors serves on the audit committee: Peter W. Roberts, Jackie M. Clegg, Fred H. Mermelstein and Harold H. Shlevin. See the section entitled “Directors and Executive Officers” in our Annual Information Form for the year ended December 31, 2005, which is filed as Exhibit 99.1 to this Annual Report on Form 40-F.

Undertaking

     We undertake 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.

Consent to Service of Process

     We have previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this Annual Report on Form 40-F arises. Any change to the name and address of the agent for service for service of process shall be communicated promptly to the Securities and Exchange Commission by an amendment to the Form F-X.

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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.

CARDIOME PHARMA CORP.

By:            /s/ ROBERT W. RIEDER
Name:	Robert W. Rieder
Title:	Chief Executive Officer
Date:	March 31, 2006

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EXHIBITS

Exhibit	Description
99.1	Annual Information Form of the Registrant for the twelve-month period ended December 31, 2005.
99.2	Consolidated Audited Financial Statements of the Registrant for the twelve-month period ended December 31, 2005, including reconciliation to United States generally accepted accounting principles and Auditors’ Report to the Shareholders (incorporated by reference to the Current Report on Form 6-K filed on March 31, 2006).
99.3	Management’s Discussion and Analysis of the Registrant for the twelve-month period ended December 31, 2005 (incorporated by reference to the Current Report on Form 6-K filed on March 31, 2006).
99.4	Code of Ethics.
99.5	Consent of Ernst & Young LLP.
99.6	Certifications of Chief Executive Officer pursuant to Rule 13a-14(a).
99.7	Certifications of Chief Financial Officer pursuant to Rule 13a-14(a).
99.8	Certifications of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
99.9	Certifications of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

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