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 February, 2011
Commission File Number:  1-15142

NORTH AMERICAN PALLADIUM LTD.
(Name of Registrant)

200 Bay Street
Royal Bank Plaza, South Tower
Suite 2350
Toronto, Ontario
Canada  M5J 2J2
(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).
  
 
 
 
  
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: 
  February 7, 2011
  
By: 
  /s/ Trent Mell
         
       
  Trent C. A. Mell
       
  Vice President, Corporate
       
  Development, General Counsel
       
  & Corporate Secretary
  
 
 
 

EXHIBIT INDEX

Exhibit
Description of Exhibit
   
99.1
Underwriting Agreement dated January 31, 2011