UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Commission file number 001-14568

IPSCO Inc.

(Exact name of registrant as specified in its charter)

650 Warrenville Road, Suite 500, Lisle, Illinois 60532

Telephone:  (630)-810-4800

(Address and telephone number of principal executive offices)

Securities registered pursuant to section 12(b) of the Act: Common Shares                  Registered On: NYSE and TSX

Securities registered pursuant to section 12(g) of the Act:    None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

x Yes   o  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

o Yes   x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 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.

x Yes   o  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See  definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x                            Accelerated filer o                             Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

o Yes   x  No

The aggregate market value of the common stock held by non-affiliates was approximately $3,349,460,036, computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently second fiscal quarter completed June 30, 2006.

47,213,592 shares of common stock were outstanding at February 23, 2007.

Documents incorporated by reference into this report include Sections of the registrant’s Proxy Statement to be filed on or before March 28, 2007  for the Annual Meeting of Stockholders to be held on April 26, 2007 (Part III). Such portions, except for the parts therein which have been specifically incorporated by reference, shall not be deemed “filed” for the purposes of this report on Form 10-K.

Statement Regarding Forward-Looking Information

Except for the historical information contained in this report, certain matters discussed herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and include, but are not limited to, statements that relate to projections of sales, earnings, earnings per share, cash flows, capital expenditures or other financial items, discussions of estimated future revenue enhancements and cost savings. These statements also relate to our business strategy, goals and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. When used in this document, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “predicts,” “projects,” “should,” and similar terms and phrases are used to identify forward-looking statements in this report, as well as in the documents incorporated in this report by reference. These forward-looking statements are subject to numerous risks and uncertainties. They are important factors that could cause actual results to differ materially from those in the forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include the following:

•       general economic conditions in North America and globally

•       domestic and international competitive factors, including global and North American consolidation, and the level of steel imports into Canadian and U.S. markets

•       general industry conditions, including competition and product and raw material prices

•       changes in supply and demand for steel and our specific steel products

•       potential replacement products or technology

•       supply, demand and pricing for scrap steel and iron, alloys and other raw materials

•       supply, demand and pricing for electricity and natural gas

•       fluctuations in other costs, including freight, input and employee costs

•       availability of scrap, gas, electricity and other critical inputs to our manufacturing processes

•       availability of transportation for the Company’s products

•       our ability to properly and efficiently staff our manufacturing facilities

•       labor organizing activities, labor difficulties or changes to labor laws and regulations

•       access to capital markets

•       equipment performance at our manufacturing facilities

•       unanticipated capital expenditure requirements

•       fluctuations in interest rates, currencies and exchange rates

•       the occurrence of any material lawsuits

•       trade sanction activities and the enforcement of trade sanction remedies

•       legislative or regulatory requirements, particularly concerning environmental matters

•       weather and its effects on production and business

•       failure to successfully integrate the operations of NS Group, Inc.

•       other risks described under “Risk Factors”

This list is not exhaustive of the factors that may impact our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements. Neither we, nor any other person, assume responsibility for the accuracy and completeness of these forward-looking statements. We undertake no obligation to update forward-looking statements contained in this report.