<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>form_sc13d-noamericanenergy.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                              (AMENDMENT NO. ___)*

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                       NORTH AMERICAN ENERGY PARTNERS INC.
                                (Name of Issuer)

                           COMMON SHARES, NO PAR VALUE
                         (Title of Class of Securities)

                                    656844107
                                 (CUSIP Number)

                                 Michael C. Neus
                                   Perry Corp.
                          767 Fifth Avenue, 19th Floor
                            New York, New York 10153
                                 (212) 583-4000
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                NOVEMBER 28, 2006
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



<PAGE>


CUSIP NO. 656844107                                                 PAGE 2 of 13

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  Perry Corp.

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                                     a.       [ ]
                                                     b.       [ ]
3        SEC Use Only

4        Source of Funds (See Instructions)

                  WC

5        Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
         Items 2(d) or 2(e)

                  [ ]

6        Citizenship or Place of Organization

                  New York

                            7             Sole Voting Power
Number of                                      4,753,839
  Shares
Beneficially                8             Shared Voting Power
  Owned By                                     0
  Each
Reporting                   9             Sole Dispositive Power
  Person                                       4,753,839
  With
                            10            Shared Dispositive Power
                                               0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            4,753,839

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
         (See Instructions)

                                       [ ]

13       Percent of Class Represented By Amount in Row (11)

                                            13.78%

14       Type of Reporting Person (See Instructions)

                                            IA, CO



<PAGE>


CUSIP NO. 656844107                                                 PAGE 3 of 13

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  Richard C. Perry

2        Check the Appropriate Box If a Member of a Group (See Instructions)
                                                     a.       [ ]
                                                     b.       [ ]
3        SEC Use Only

4        Source of Funds (See Instructions)

                  WC

6        Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
         Items 2(d) or 2(e)

                  [ ]

6        Citizenship or Place of Organization

                  United States of America
<TABLE>
<CAPTION>
<S>                                            <C>
                            7             Sole Voting Power
Number of                                      4,753,839 (all shares beneficially owned by Perry Corp.)
  Shares
Beneficially                8             Shared Voting Power
  Owned By                                     0
  Each
Reporting                   9             Sole Dispositive Power
  Person                                        4,753,839 (all shares beneficially owned by Perry Corp.)
  With
                            10            Shared Dispositive Power
                                               0
</TABLE>

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            4,753,839

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
         (See Instructions)

                                            [ ]

13       Percent of Class Represented By Amount in Row (11)

                                            13.78%

14       Type of Reporting Person (See Instructions)

                                            IN, HC


<PAGE>


CUSIP NO. 656844107                                                 PAGE 4 of 13

ITEM 1.  SECURITY AND ISSUER.

     This Statement on Schedule 13D relates to common shares, no par value (the
"Shares"), of North American Energy Partners Inc., a Canadian federal
corporation (the "Issuer"), acquired by private investment funds for which Perry
Corp. acts as a general partner and/or investment advisor. The address of the
principal executive office of the Issuer is Zone 3, Acheson Industrial Area,
2-53016 Highway 60, Acheson, Alberta, T7X 5A7.

ITEM 2.  IDENTITY AND BACKGROUND.

     This statement on Schedule 13D is filed on behalf of Perry Corp., a New
York corporation, and Richard C. Perry, an American citizen (together, the
"Reporting Persons"). Perry Corp. is a registered investment adviser that
provides asset management services to private investment funds. Richard C. Perry
is the President, sole director, and sole stockholder of Perry Corp. The
principal business address of Perry Corp. and Richard C. Perry is 767 Fifth
Avenue, 19th Floor, New York, NY 10153. A joint filing agreement of Perry Corp.
and Richard C. Perry is attached hereto as Exhibit 1.

     The name, citizenship, business address and principal occupation of each of
the directors and executive officers of Perry Corp. (other than Richard C.
Perry) are set forth in Schedule I attached hereto, which is incorporated herein
by reference.

     During the last five years, neither Perry Corp., Richard C. Perry, nor, to
the knowledge of the Reporting Persons, any of the persons listed in Schedule I
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws of finding any violation with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     The Shares were acquired directly or indirectly on behalf of two or more
private investment funds for which Perry Corp. acts as a general partner and/or
investment adviser (the "Perry Funds"). The Shares may be held in margin
accounts established with various brokers by the Perry Funds.

     In connection with the initial public offering of the Shares ("IPO"), Perry
Corp. acquired 1,650,000 common shares of NACG Holdings Inc. in exchange for
16,500 series B preferred shares of pre-amalgamated North American Energy
Partners Inc. owned by the Perry Funds. Subsequent to the exchange and
immediately prior to the closing of the IPO, NACG Holdings Inc., NACG Preferred
Corp. and North American Energy Partners Inc. amalgamated into one entity, North
American Energy Partners Inc., the Issuer. An amalgamation under Canadian law is
similar to a merger under U.S. law in that it involves combining two or more
corporations together. As a result of the amalgamation, the Perry Funds acquired
5,594,980 common shares of the Issuer in exchange for 5,594,980 common shares of
NACG Holdings, Inc. held by the Perry Funds immediately prior to the
amalgamation.

     The Perry Funds sold 841,141 common shares as a selling shareholder in the
IPO, at a per share price of US$16.00, pursuant to the Underwriting Agreement
(as described below).


<PAGE>

CUSIP NO. 656844107                                                 PAGE 5 of 13

ITEM 4.  PURPOSE OF TRANSACTION.

     The Shares were acquired in the ordinary course of business by the Perry
Funds. The Reporting Persons expect to evaluate on an ongoing basis the Issuer's
financial condition, business, operations and prospects, the market price of the
common shares, conditions in the securities markets generally, general economic
and industry conditions and other factors. Depending on such review, and subject
to the conditions below, the Reporting Persons may make additional purchases or
may sell or transfer common shares beneficially owned by them from time to time
in public or private transactions and/or may enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of their positions in the common shares or other securities
and/or may cause any of the Perry Funds to distribute in kind to their
respective partners or shareholders, as the case may be, common shares or other
securities. Any such transactions may be effected at any time or from time to
time subject to (i) the restrictions contained in the Lock-Up Agreements
(described in Item 6 below) and (ii) any applicable limitations imposed on the
sale of the Shares by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act") or other applicable
law.

     Except as otherwise described herein, none of Perry Corp., Richard C. Perry
or, to the knowledge of the Reporting Persons, the persons listed in Schedule I
have any current plans or proposals which relate to or would result in any of
the transactions or changes contemplated in Items 4(a) through 4(j) of Schedule
13D. George Brokaw, a managing director of Perry Capital LLC, an affiliate of
Perry Corp., serves as a director of the Issuer. As a result, Mr. Brokaw may
have the ability to propose or implement some or all of the events listed in
Item 4(a) - (j) of Schedule 13D. Each Reporting Person may, at any time and from
time to time, review or reconsider their position and formulate such plans or
proposals.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

     (a) - (b) Perry Corp. is the indirect beneficial owner of 4,753,839 Shares,
which constitutes 13.78% of the Issuer's outstanding Shares, based upon
34,504,760 Shares outstanding as of November 28, 2006. Perry Corp. has sole
power to vote and sole power to dispose of the 4,753,839 Shares. By virtue of
his position as President, sole director and sole stockholder of Perry Corp.,
Richard C. Perry may be considered to indirectly beneficially own such Shares.

     (c) Except for the transactions described in Item 3 above, there have been
no transactions with respect to the Shares during the sixty days prior to the
date of this Statement on Schedule 13D by either Perry Corp. or Richard C.
Perry.

     (d) The limited partners of (or investors in) each of the Perry Funds have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares held for the accounts of their respective funds in
accordance with their respective limited partnership interests (or investment
percentages) in their respective funds.

     (e) Not applicable.



<PAGE>


CUSIP NO. 656844107                                                 PAGE 6 of 12


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

     UNDERWRITING AGREEMENT

     In connection with the IPO, an Underwriting Agreement, dated November 21,
2006 (the "Underwriting Agreement"), was entered into by and among the Issuer,
Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives
(the "Representatives") of the several underwriters listed in Schedule B thereto
(the "Underwriters") and the selling shareholders named in Schedule A thereto
(the "selling stockholders"). The Perry Funds were selling stockholders in the
IPO. The Underwriting Agreement provides for the Underwriters' purchase of
8,750,000 common shares from the Issuer, 3,750,000 common shares from the
selling stockholders and the Underwriters' option to purchase up to an
additional 1,875,000 common shares from the Issuer and the selling stockholders
within 30 days from the date of the Underwriting Agreement at the same purchase
price for the purpose of covering over-allotments. As of the date of this
Schedule 13D, the Reporting Persons have been notified by the Underwriters that
the Underwriters have elected to exercise at least a portion of the
over-allotment option, however the Reporting Persons have not yet been informed
of the number of Shares held by the Perry Funds that the Underwriters will
purchase from the Perry Funds. The initial public offering price in the IPO was
US$16.00 per share. Under the Underwriting Agreement, the Underwriters purchased
the Shares net of an underwriting discount of US$1.04 per share. The
Underwriting Agreement contains standard terms and conditions for a public
offering including customary representations and warranties and indemnity
provisions.

     REGISTRATION RIGHTS AGREEMENT

     The Perry Funds are party to a registration rights agreement dated as of
November 26, 2003, among NACG Holdings Inc. and the shareholders party thereto.
After the IPO, the shareholders party to the agreement and their permitted
transferees are entitled, subject to certain limitations, to include their
common shares in a registration of common shares initiated by the Issuer under
the Securities Act. In addition, after the 120th day following the IPO, any one
or more shareholders party to the agreement has the right to require the Issuer
to effect the registration of all or any part of such shareholders' common
shares under the Securities Act, referred to as a "demand registration," so long
as the amount of common shares to be registered has an aggregate fair market
value of at least US$5.0 million and, at such time, the Securities and Exchange
Commission has ordered or declared effective fewer than four demand
registrations initiated by the Issuer pursuant to the registration rights
agreement. In the event the aggregate number of common shares which the
shareholders party to the agreement request the Issuer to include in any
registration, together, in the case of a registration initiated by the Issuer,
with the common shares to be included in such registration, exceeds the number
which, in the opinion of the managing underwriter, can be sold in such offering
without materially affecting the offering price of such shares, the number of
shares of each shareholder to be included in such registration will be reduced
pro rata based on the aggregate number of shares for which registration was
requested. The shareholders party to the agreement have the right to require,
after four demand registrations, one registration in which their common shares
will not be subject to pro rata reduction with others entitled to registration
rights. The Issuer has the option to delay the filing of a registration
statement pursuant to any demand registration for a limited period of time under
certain limited circumstances.

     The registration rights agreement contains customary provisions whereby the
Issuer and the shareholders party to the agreement indemnify and agree to
contribute to each other with regard to losses caused by the misstatement of any
information or the omission of any information required to be provided in a
registration statement filed under the Securities Act. The registration rights
agreement requires the Issuer to pay the expenses associated with any
registration other than sales discounts, commissions, transfer taxes and amounts
to be borne by underwriters or as otherwise required by law.


<PAGE>

CUSIP NO. 656844107                                                 PAGE 7 of 13

     LOCK-UP AGREEMENTS

     In connection with the IPO, the Perry Funds have agreed that, during the
period beginning on November 21, 2006 and continuing to and including the date
180 days after such date, they will not, without prior written consent of the
Representatives, (i) offer, pledge, sell, contract to sell, or otherwise dispose
of, directly or indirectly, any common shares or any securities convertible into
or exercisable or exchangeable for common shares, (ii) enter into any swap,
hedge or other arrangement that transfers to another in whole or in part, any of
the economic consequences of ownership of the common shares, or (iii) publicly
disclose the intention to make any such offer, sale, pledge or disposition, or
to enter into any such transaction, swap, hedge or other arrangement.

     LETTER AGREEMENT

     In connection with the IPO, the Issuer, Perry Partners International Inc.,
and Perry Partners L.P., private investment funds for which Perry Corp. serves
as a general partner and/or investment manager ("Perry"), entered into a letter
agreement pursuant to which the Issuer engaged Perry to provide its expertise
and advice to the Issuer for no fee. In order for Perry to provide such advice,
the Issuer will:

     o    provide copies of all documents, reports, financial data and other
          information regarding the Issuer,

     o    permit Perry to consult with and advise management on matters relating
          to the Issuer's operations,

     o    permit Perry to discuss the Issuer's affairs, finances and accounts
          with its officers, directors and outside accountants,

     o    permit Perry to visit and inspect any of the Issuer's properties and
          facilities, including but not limited to books of account,

     o    permit Perry to attend, and to the extent that a director of the
          Issuer is not related to Perry, to designate and send a representative
          to attend, all meetings of the Issuer's board of directors in a
          non-voting observer capacity,

     o    provide Perry copies of certain of the Issuer's financial statements
          and reports, and

     o    provide Perry copies of all materials sent by the Issuer to its board
          of directors, other than materials relating to transactions in which
          Perry Strategic has an interest.

     The Issuer may terminate Perry's letter agreement in certain circumstances.

     All the foregoing rights are subject to customary confidentiality
requirements and subject to security clearance requirements imposed by
applicable government authorities.

     The foregoing descriptions of the Underwriting Agreement, Registration
Rights Agreement, Lock-Up Agreements and Letter Agreement are qualified in their
entirety by reference to the Form of Underwriting Agreement, Registration Rights
Agreement, and Letter Agreement, which are filed as exhibits hereto, each of
which is incorporated by reference in their entirety into this Item 6. Except as
described herein, none of the Reporting Persons or, to the knowledge of each of
the Reporting Persons, any of the persons listed in Schedule I hereto, is a
party to any contract, arrangement, understanding or relationship with respect
to any securities of the Company.


<PAGE>

CUSIP NO. 656844107                                                 PAGE 8 of 12


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S>        <C>
EXHIBIT                                            DESCRIPTION
------------ -------------------------------------------------------------------------------------------------------

     1       Joint Filing Agreement, dated as of November 30, 2006, by and among Perry Corp. and Richard C. Perry.

     2       Form of Underwriting Agreement, by and among North American Energy Partners Inc., Credit Suisse
             Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters listed in
             Schedule B thereto and the selling shareholders named in Schedule A thereto. (incorporated by
             reference to Exhibit 1.1 to Amendment No. 2 to Form F-1, Registration No. 333-135943, filed by NACG
             Holdings Inc. on October 12, 2006).

     3       Registration Rights Agreement, dated as of November 26, 2003 among NACG Holdings Inc. and the
             shareholders party thereto (incorporated by reference to Exhibit 4.1 to Form F-1, Registration No.
             333-135943, filed by NACG Holdings Inc. on July 21, 2006).

     4       Letter Agreement dated November 28, 2006 among North American Energy Partners Inc., Perry Partners L.P.,
             and Perry Partners International Inc.

</TABLE>



<PAGE>

CUSIP NO. 656844107                                                 PAGE 9 of 12


                                   SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.



Date:  December 1, 2006                     PERRY CORP.


                                            By:      /s/ Richard C. Perry
                                                     ---------------------------
                                            Name:    Richard C. Perry
                                            Title:   President


Date:  December 1, 2006                     /s/ Richard C. Perry
                                            ------------------------------------
                                            RICHARD C. PERRY





<PAGE>

CUSIP NO. 656844107                                                PAGE 10 of 12

<TABLE>
<CAPTION>
<S>                                     <C>                                                             <C>
                                                      SCHEDULE I

                    EXECUTIVE OFFICERS AND DIRECTORS OF PERRY CORP. (OTHER THAN RICHARD C. PERRY)


Name                                                             Title                                  Citizenship
----------------------------------    ------------------------------------------------------------    ----------------

Randall Borkenstein                              Chief Financial Officer and Treasurer                      USA
Michael C. Neus                                      General Counsel and Secretary                          USA
Paul Leff                                   Managing Director and Chief Investment Officer                  USA
Carl Berg                                                  Managing Director                                USA
Lance Rosen                                                Managing Director                                USA
Elizabeth Haase                                            Managing Director                                USA
Daniel Goldring                                            Managing Director                                USA
Alp Ercil                                                  Managing Director                                USA
Ori Uziel                                                  Managing Director                                USA

The business address for each of the persons listed above is:  c/o Perry Corp., 767 Fifth Avenue, 19th Floor, New
York, NY 10153.  To the knowledge of the Reporting Persons, no person listed above owns any Shares of the Issuer.

</TABLE>



<PAGE>

CUSIP NO. 656844107                                                PAGE 11 of 12

<TABLE>
<CAPTION>
<S>             <C>
                                                  EXHIBIT INDEX


EXHIBIT                                                   DESCRIPTION
------------ -------------------------------------------------------------------------------------------------------

     1       Joint Filing Agreement, dated as of December 1, 2006, by and among Perry Corp. and Richard C. Perry.

     2       Form of Underwriting Agreement, by and among North American Energy Partners Inc., Credit Suisse
             Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters listed in
             Schedule B thereto and the selling shareholders named in Schedule A thereto. (incorporated by
             reference to Exhibit 1.1 to Amendment No. 2 to Form F-1, Registration No. 333-135943, filed by NACG
             Holdings Inc. on October 12, 2006).

     3       Registration Rights Agreement, dated as of November 26, 2003 among NACG Holdings Inc. and the
             shareholders party thereto (incorporated by reference to Exhibit 4.1 to Form F-1, Registration No.
             333-135943, filed by NACG Holdings Inc. on July 21, 2006).

     4       Letter Agreement dated November 28, 2006 among North American Energy Partners Inc., Perry Partners L.P.,
             and Perry Partners International Inc.

</TABLE>

CUSIP NO. 656844107                                                PAGE 12 of 12

                                    EXHIBIT 1

                             JOINT FILING AGREEMENT

     The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of North American Energy Partners
Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each
of the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.


Date:  December 1, 2006                     PERRY CORP.


                                            By:      /s/ Richard C. Perry
                                                     ---------------------------
                                            Name:    Richard C. Perry
                                            Title:   President


Date:  December 1, 2006                     /s/ Richard C. Perry
                                            ------------------------------------
                                            RICHARD C. PERRY




</TEXT>
</DOCUMENT>
