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                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                            Report of Foreign Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       The Securities Exchange Act of 1934


For the month of October, 2005                   Commission File Number: 1-15142


                          NORTH AMERICAN PALLADIUM LTD.

                              (Name of Registrant)

                            130 Adelaide Street West
                                   Suite 2116
                                Toronto, Ontario
                                 Canada M5H 3P5

                    (Address of Principal Executive Offices)

Indicate by checkmark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

              Form 20-F [ ]                             Form 40-F [X]

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 checkmark whether the registrant, by furnishing the information
contained in this Form is also thereby furnishing the information to the SEC
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

              Yes [ ]   Assigned  File No. ____________        No [X]

If "Yes" is marked, indicate the file number assigned to the Registrant in
connection with Rule 12g3-2(b).

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This report on Form 6-K, dated October 28, 2005, is specifically incorporated by
reference into North American Palladium's registration statement on Form S-8
(File No. 333-13766), which was originally filed with the Securities and
Exchange Commission (the "SEC") in July 2001.

Forward-Looking Statements - Certain statements included in this report on Form
6K are forward-looking statements which are made pursuant to the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of
1995. They include estimates and statements that describe North American
Palladium's future plans, objectives and goals, including words to the effect
that the respective company or its management expects a stated condition or
result to occur. When used herein, words such as "expect", "estimate", "will",
"objectives" and other similar expressions are intended to identify
forward-looking statements. In particular statements relating to the development
and construction of a mine and the exploration programs and objectives are
forward-looking statements. Such forward-looking statements involve inherent
risks and uncertainties and are subject to factors, many of which are beyond
control of the respective company that may cause actual results or performance
to differ materially from those currently anticipated in such statements.
Important factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include among
others fluctuations in grade, and geological or technical problems. For a more
comprehensive review of risk factors, please refer to North American Palladium's
most recent Annual Report under "Management's Discussion and Analysis of
Financial Results" and Annual Information Form under "Risk Factors" on file with
the U.S. Securities and Exchange Commission (the "SEC") and Canadian provincial
securities regulatory authorities. North American Palladium disclaims any
obligation to update or revise any forward-looking statements whether as a
result of new information, events or otherwise. Readers are cautioned not to put
undue reliance on these forward-looking statements.

                                   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 PALLADIUM LTD.

                                            
Date:    October 28, 2005                  By:   /s/ Mary Batoff
     -----------------------------            ---------------------------------
                                                     Mary Batoff

                                           Title:  Vice President, Legal and 
                                                     Secretary

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                                 EXHIBIT INDEX


Exhibit          Description of Exhibit
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   1             Material Change Report dated October 28, 2005