6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of April 2005

Commission File Number 333-111396

NORTH AMERICAN ENERGY PARTNERS INC.

Zone 3 Acheson Industrial Area

2-53016 Highway 60

Acheson, Alberta

Canada T7X 5A7

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      X            Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                      No      X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):                     .

On April 15, 2005, North American Energy Partners Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORTH AMERICAN ENERGY PARTNERS INC.
By:	/s/ Vincent Gallant
	Vincent Gallant
	Vice President, Finance

Date: April 15, 2005

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of North American Energy Partners Inc., dated April 15, 2005.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE DATE: April 15, 2005

North American Energy Partners Inc. announces results of operations and filing of restated results

Acheson, AB—North American Energy Partners Inc. (“NAEPI”) today announced financial results for the quarter ended December 31, 2004 and reported that restated financial results for the fiscal quarters ended June 30, 2004 and September 30, 2004 had been filed with the Securities and Exchange Commission (“SEC”). In addition, the Company is currently working with several financing sources to refinance the Company’s senior credit facility.

“The last few months have been a challenging period for NAEPI with the required restatement of our financial statements and losses on a customer contract,” reported Chairman Ron McIntosh. “However, we are working diligently and making progress to improve our internal controls, and are optimistic about our long-term prospects servicing the oil sands, including our previously announced contracts with Canadian Natural Resources Limited.”

The Company will host a conference call April 18, 2005 to review its operating results, to discuss improvements made to its internal controls and to provide some guidance on its current operating environment and outlook for the upcoming fiscal year 2006.

Quarters ended June 30, 2004 and September 30, 2004

NAEPI previously reported that it was reviewing its financial statements for the fiscal quarters ended June 30, 2004 and September 30, 2004 after determining that certain expenses were not properly accrued and reported in its financial statements. The Company has now completed its review and restatement of those financial statements. The Company’s restated financial statements reflect a decrease in gross profit of $6.0 million for the six month period ended September 30, 2004 and a decrease in operating profit of $6.3 million for the same period. The restated financial results, along with details of the restatement adjustments, are contained in the Company’s restated financial statements filed with the SEC.

Quarter ended December 31, 2004

The gross loss for the three-month period ended December 31, 2004 was $5.7 million. This represents a decrease in gross profitability of $12.0 million from the comparable prior year period. The operating loss for the three-month period ended December 31, 2004 was $11.8 million, a decline in operating profits of $13.2 million from the comparable prior year period. The majority of the year-over-year decline in performance was due to the substantial loss incurred on a large

steam assisted gravity drainage site project and to a decrease in work performed for our major pipeline customer in the current period. The operating loss was further impacted by higher general and administrative expenses primarily attributable to higher staff levels and increased costs related to corporate governance, including reporting responsibilities as an SEC reporting company.

Divisional Summary

Mining and Site Preparation

Revenue for the three-month period ended December 31, 2004 increased by $18.0 million from the same period in the prior year. This increase was primarily due to activity in the current period related to the OPTI/Nexen Long Lake project, the mining services contract for Grande Cache Coal Corporation, and Syncrude’s Southwest Quadrant Replacement (“SWQR”) project. In addition, work commenced late in the third quarter of fiscal 2005 on a large site preparation and underground utility installation project for CNRL. Revenue generated by these projects in the current period more than offset the decline in revenue resulting from the decline in work on the Syncrude Canada Ltd.’s Upgrader Expansion 1 (UEI) project as our contract nears completion.

Operating segment profit for the three-month period ended December 31, 2004 decreased by $13.1 million from the comparative prior period. The majority of the year-over-year decrease in operating segment profit was due to the substantial loss incurred on the aforementioned large steam assisted gravity drainage site project. A number of factors contributed to the loss on the project, including: higher than expected costs resulting from an underestimation of the project’s complexity at the time the contract bid was prepared; unfavorable weather conditions hindering productivity; higher than expected costs due to labor shortages; delays resulting due to the obtaining of regulatory permits by the owner; and schedule acceleration. At December 31, 2004, the project was approximately 85 percent complete with the majority of the remaining work scheduled to be completed in the spring of 2005. As required under generally accepted accounting principles, the total estimated loss on the project has been reflected in the results for the third quarter ended December 31, 2004.

Piling

Piling revenue for the three-month period ended December 31, 2004 increased by $1.7 million from the comparative prior period. The increase was primarily due to stronger economic activity in the current period, as well as our success in replacing the revenue generated by the large UE1 piling contract in the prior period with revenue generated by a number of smaller contracts entered into by the Company in the current period.

Profit for the Piling operating segment increased by $0.5 million for the three-month period ended December 31, 2004 as compared to the prior period. The higher volume of contracts in the current period more than offset the decline in operating profit due to a change in the mix of work performed.

Pipeline

Pipeline operating segment revenue for the three-month period ended December 31, 2004 decreased by $18.7 million from the comparative prior period primarily. The decline was due to a reduction in regional development activity by our major pipeline customer in the current period.

Profit for this operating segment for the three-month period ended December 31, 2004 decreased by $3.8 million from the comparative prior period primarily also as a result of the lower activity.

North American Energy Partners Inc. will be hosting a conference call with investors to review its results of operations on:

Monday, April 18, 2005

1 p.m. MDT (3 p.m. EDT)

Dial In #: 1-888-458-1598

Passcode: 42068#

A playback of the conference call will be available until May 18, 2005 at:

#1-877-653-0545

275280# (Follow prompts)

For more information, contact:

Bernie Robert

Assistant Treasurer, North American Energy Partners Inc.

(780) 960 – 2266

brobert@nacg.ca

This news release contains forward-looking statements. Actual results could differ materially from those contemplated by such forward-looking statements as a result of any number of factors and uncertainties, many of which factors may be beyond our control. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in NAEPI’s registration statement filed with the United States Securities and Exchange Commission. Undue reliance should not be placed upon forward-looking statements and we undertake no obligation to update those statements.

Results of Operations (unaudited)

(in thousands of Canadian dollars)

	Quarter ended December 31, 2004					Quarter ended December 31, 2003					Nine months ended December 31, 2004					Nine months ended December 31, 2003
Revenue
Mining and Site Preparation	$	63,872		78.9	%	$	45,735		57.3	%	$	173,250		73.9	%	$	193,225		70.1	%
Piling		13,319		16.4	%		11,590		14.5	%		43,957		18.7	%		42,442		15.4	%
Pipeline		3,801		4.7	%		22,517		28.2	%		17,325		7.4	%		40,188		14.5	%
Total revenue	$	80,992		100.0	%	$	79,842		100.0	%	$	234,532		100.0	%	$	275,855		100.0	%
Project costs		66,721		82.4	%		56,267		70.5	%		167,644		71.5	%		174,412		63.2	%
Equipment costs		14,644		18.1	%		14,645		18.3	%		39,741		16.9	%		57,550		20.9	%
Depreciation		5,286		6.5	%		2,541		3.2	%		14,946		6.4	%		7,930		2.9	%
Gross profit (loss)		(5,659	)	-7.0	%		6,389		8.0	%		12,201		5.2	%		35,963		13.0	%
General and administrative		5,354		6.6	%		3,021		3.8	%		15,349		6.5	%		8,848		3.2	%
Loss (gain) on disposal of capital assets		260		0.3	%		—		0.0	%		509		0.2	%		(49	)	0.0	%
Amortization of intangible assets		484		0.6	%		1,968		2.5	%		2,971		1.3	%		1,968		0.7	%
Operating income		(11,757	)	-14.5	%		1,400		1.8	%		(6,628	)	-2.8	%		25,196		9.1	%
Management fees		—		0.0	%		17,870		22.4	%		—		0.0	%		41,070		14.9	%
Interest expense		8,284		10.2	%		3,540		4.4	%		24,811		10.6	%		5,556		2.0	%
Foreign exchange loss (gain)		18		0.0	%		5		0.0	%		516		0.2	%		5		0.0	%
Other income		(38	)	0.0	%		(82	)	-0.1	%		(261	)	-0.1	%		(418	)	-0.2	%
Loss before income taxes		(20,021	)	-24.7	%		(19,933	)	-25.0	%		(31,694	)	-13.5	%		(21,017	)	-7.6	%
Income taxes:
Current income taxes		888		1.1	%		277		0.3	%		2,531		1.1	%		482		0.2	%
Future income taxes		(2,050	)	-2.5	%		(7,874	)	-9.9	%		(7,775	)	-3.3	%		(8,539	)	-3.1	%
Net loss		(18,859	)	-23.3	%		(12,336	)	-15.5	%		(26,450	)	-11.3	%		(12,960	)	-4.7	%
Equipment hours:
Mining and Site Preparation		175,970					90,617					460,891					405,968
Piling		13,013					10,093					45,929					51,033
Pipeline		2,572					28,681					15,374					50,828
		191,555					129,391					522,194					507,829
Additional information:
Capital expenditures	$	6,081				$	1,022				$	20,494				$	5,968

Consolidated Balance Sheet

(in thousands of Canadian dollars)

	December 31, 2004			March 31, 2004
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,344		$	36,595
Accounts receivable		45,631			33,647
Unbilled revenue		24,713			27,676
Inventory		1,302			1,609
Prepaid expenses		1,862			1,272
		76,852			100,799
Capital assets		176,105			167,905
Goodwill		198,549			198,549
Intangible assets		1,899			4,870
Deferred financing costs		15,986			17,266
Future income taxes		9,590			—
	$	478,981		$	489,389
Liabilities & Shareholder’s Equity
Current liabilities:
Revolving credit facility	$	10,000		$	—
Accounts payable and accrued liabilities		49,286			43,995
Current portion of term credit facility		11,000			7,250
Current portion of capital lease obligations		1,474			787
Term credit facility scheduled repayments due beyond one year		33,000			—
Future income taxes		9,590			5,260
		114,350			57,292
Term credit facility		—			41,250
Capital lease obligations		4,405			2,251
Senior notes		240,400			262,260
Derivative financial instruments		22,600			740
Future income taxes		—			2,515
Advances from parent company		288			—
Shareholder’s equity
Share capital		127,500			127,500
Contributed surplus		444			137
Retained deficit		(31,006	)		(4,556	)
		96,938			123,081
	$	478,981		$	489,389