United States
Securities and Exchange Commission

FORM 40-F/A

(Check One:)

METHANEX CORPORATION

CANADA
(Province or other jurisdiction of incorporation or organization)

1800 Waterfront Centre, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3M1
telephone number: (604) 661-2600
(Address and telephone number of Registrant’s principal executive office)

CT Corporation System
1633 Broadway, New York, New York 10019
telephone number: (202) 664-1666
(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.

None

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

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Title of each class

7.75% Senior Notes due August 15, 2005
8.75% Senior Notes due August 15, 2012

For annual reports, indicate by check mark the information filed with this Form:

     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.

     120,338,917 Common Shares were outstanding as of December 31, 2004

     Indicate by check mark whether the registrant by filing the information contained in this Form is also thereby furnishing 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.

     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.

EXPLANATORY NOTE

     This Amendment No. 1 to the Annual Report of Methanex Corporation (the “Registrant”) on Form 40-F/A for the fiscal year ended December 31, 2004 is filed herewith for the sole purpose of disclosing, pursuant to Rule 4350 (a) of the Nasdaq Stock Market, Inc. Marketplace Rules, that the Registrant, as a foreign private issuer, relied, in respect of the fiscal years ended December 31, 2003 and December 31, 2004, on an exemption from Rule 4350 (f) of the Marketplace Rules that requires a quorum for shareholder meetings to be not less than 33 1/3% of a company’s outstanding voting shares. The Registrant’s by-laws provide that at any meeting of its shareholders a quorum shall be two persons present in person or represented by proxy holding shares representing not less than 20% of the votes entitled to be cast at the meeting.

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 requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F/A arises, or transactions in the said securities.

CONSENT TO SERVICE OF PROCESS

     A Form F-X signed by the Registrant and the Registrants’ agents for service of process with respect to the Common Shares was filed with the Commission together with the Form 40-F of the Registrant on June 16, 1995; with respect to the 7.75% Senior Notes due August 15, 2005 was filed with the Commission together with the Form F-9 of the Registrant on June 16, 1995 and; with respect to the 8.75% Senior Notes due August 15, 2012 was filed with the Commission together with the Form F-9 of the Registrant on May 31, 2002.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A, and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

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