UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 Commission file number: 1-14228
 CAMECO CORPORATION
  CANADA
 1090
 98-0113090
 2121  11th Street West, Saskatoon, Saskatchewan, Canada, S7M 1J3, Telephone: (306) 956-6200
 Scott Melbye, Cameco Inc., One Southwest Crossing, Suite 210, 11095 Viking Drive
Eden Prairie, Minnesota, USA, 55344, Telephone: (952) 941-9078
  Common Shares, no par value
 New York Stock Exchange
 None
 None
  þ þ
 
 365,718,923 Common Shares outstanding as of December 31, 2008
  o    Yes
    
    þ    No
  þ    Yes
    
    o    No




---



##### 



Certifications and Disclosure Regarding
Controls and Procedures
 (a)
    
    Certifications regarding controls and procedures.See Exhibits 99.9 and
99.10.(b)
    
    Evaluation of disclosure controls and procedures. As of the end of the
period covered by this report, an evaluation of the effectiveness of Cameco
Corporations disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended
(the Exchange Act)), was carried out by Cameco Corporations Chief Executive Officer
(CEO) and Chief Financial Officer (CFO). Based on that evaluation, the CEO and CFO
have concluded that as of such date Cameco Corporations disclosure controls and
procedures are effective to provide a reasonable level of assurance that information
required to be disclosed by Cameco Corporation in reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in United States Securities and Exchange Commission (the Commission) rules
and forms.It should be noted that while the CEO and CFO believe that Cameco Corporations
disclosure controls and procedures provide a reasonable level of assurance that they are
effective, they do not expect the disclosure controls and procedures or internal control
over financial reporting to be capable of preventing all errors and fraud. A control
system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.(c)
    
    Managements annual report on internal control over financial reporting.
Management, including Cameco Corporations CEO and CFO, is responsible for establishing
and maintaining adequate internal control over financial reporting (as that term is
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for Cameco Corporation.
Management conducted an evaluation of the effectiveness of internal control over
financial reporting based on the Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, management concluded that Cameco Corporations internal control over
financial reporting was effective as of December 31, 2008.(d)
    
    Attestation report of the registered public accounting firm.The
effectiveness of Cameco Corporations internal control over financial reporting as of
December 31, 2008 was audited by KPMG LLP, an independent registered public accounting
firm, as stated in their report in Exhibit 99.2  2008 Consolidated Audited Financial
Statements and their report in Exhibit 99.6  Report of Independent Registered Public
Accounting Firm.(e)
    
    Changes in internal control over financial reporting. During the fiscal
year ended December 31, 2008, there were no changes in Cameco Corporations internal
control over financial reporting that have materially affected, or are reasonably likely
to materially affect, Cameco Corporations internal control over financial reporting.
 Audit Committee Financial Expert
 2




---



##### 



Code of Ethics
 Principal Accountant Fees and Services
 Off-Balance Sheet Arrangements
 (a)
    
    Financial assurances. In the 2008 Managements Discussion and Analysis,
see the disclosure at 2008 Nuclear Electricity Generation Business Results, Liquidity and Capital Resources and Risks and Risk Management. In the 2008 Consolidated Audited Financial Statements, see the
disclosure at notes 9 and 24 of the financial statements.
 (b)
    
    Long-term product purchase contracts. In the 2008 Managements
Discussion and Analysis, see the disclosure at Our Uranium Business and
Liquidity and Capital Resources. In the 2008 Consolidated Audited
Financial Statements, see the disclosure at note 24 of the financial statements.
 Tabular Disclosure of Contractual Obligations
 Identification of the Audit Committee
 Audited Annual Financial Statements
 Disclosure Pursuant to the Requirements of the New York Stock Exchange
 (a)
    
    Corporate governance practices. Disclosure of the significant ways in
which Cameco Corporations corporate governance practices differ from those required for
U.S. companies
 3




---



##### 



under the NYSE listing standards can be found on Cameco Corporations
website at www.cameco.com under Governance.(b)
    
    Presiding director at meetings of non-management directors. Cameco
Corporation schedules regular director sessions in which Cameco Corporations
non-management directors (as that term is defined in the rules of the NYSE) meet
without management participation. Mr. Victor J. Zaleschuk, as non-executive chair of
Cameco Corporation, serves as the presiding director (the Presiding Director) at such
sessions. Each of Cameco Corporations non-management directors is independent as
such term is used in the rules of the NYSE. Cameco Corporations criteria for director
independence are set out as Appendix A to its board mandate, which can be found on
Cameco Corporations website at www.cameco.com under Governance.(c)
    
    Communication with non-management directors. Shareholders may send
communications to Cameco Corporations Presiding Director or non-management directors by
mailing (by regular mail or other means of delivery) to the corporate head office at
2121-11th Street West, Saskatoon, Saskatchewan, Canada, S7M 1J3 a sealed envelope marked
Private and Strictly Confidential-Attention: Chair of the Board of Directors of Cameco
Corporation. Any such envelope will be delivered unopened to the Presiding Director
for appropriate action. The status of all outstanding concerns addressed to the
Presiding Director will be reported to the board of directors as appropriate.(d)
    
    Corporate governance guidelines. According to Section 303A.09 of the
NYSE Listed Company Manual, a listed company must adopt and disclose a set of corporate
governance guidelines with respect to specified topics. Such guidelines and the
charters of the listed companys most important committees of the board of directors are
required to be posted on the listed companys website and be available in print to any
shareholder upon request. Cameco Corporation operates under corporate governance
guidelines that are consistent with the requirements of Section 303A.09 of the NYSE
Listed Company Manual. Cameco Corporations corporate governance guidelines and the
charters of its most important committees of the board of directors can be found at
Cameco Corporations website at www.cameco.com under Governance and are available in
print to any shareholder who requests them.(e)
    
    Independent directors. The names of Cameco Corporations non-management
directors are: John S. Auston; John H. Clappison; Joe F. Colvin; Harry D. Cook; James
R. Curtiss; George S. Dembroski; Nancy E. Hopkins; Oyvind Hushovd; J.W. George Ivany; A.
Anne McLellan; A. Neil McMillan; Robert W. Peterson; and Victor J. Zaleschuk. Each of
the non-management directors is independent, as such term is used in the rules of the
NYSE.(f)
    
    Audit committee. John Clappison, who is a member of Cameco Corporations
audit committee, is a member of the audit committees of three other publicly traded
companies. The board of directors has determined that such simultaneous service will
not impair the ability of Mr. Clappison to effectively serve on Cameco Corporations
audit committee.
 
 4




---



##### 



EXHIBIT INDEX
 Exhibit No.
    
    Description99.1
    
    2008 Annual Information Form99.2
    
    2008 Consolidated Audited Financial Statements99.3
    
    2008 Managements Discussion and Analysis99.4
    
    Principal Accountant Fees and Services99.5
    
    Tabular Disclosure of Contractual Obligations99.6
    
    Report of Independent Registered Public Accounting Firm99.7
    
    Reconciliation to United States GAAP99.8
    
    Consent of Independent Registered Public Accounting Firm99.9
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of
1934, as amended99.10
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of
1934, as amended99.11
    
    Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 200299.12
    
    Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 200299.13
    
    Consent of Alain G. Mainville, P. Geo.99.14
    
    Consent of Ian Atkinson, P. Geo.99.15
    
    Consent of Grant J. H. Goddard, P. Eng.99.16
    
    Consent of Charles (Chuck) R. Edwards, P. Eng.
 5




---



##### 



Exhibit No.
    
    Description99.17
    
    Consent of Gregory M. Murdock, P. Eng.99.18
    
    Consent of David Bronkhorst, P. Eng.99.19
    
    Consent of Doug McIlveen, P. Geo.99.20
    
    Consent of C. Scott Bishop, P. Eng.99.21
    
    Consent of Leslie (Les) D. Yesnik, P. Eng.99.22
    
    Consent of Henrik Thalenhorst, P. Geo.99.23
    
    Consent of Dan Redmond, P. Geo.99.24
    
    Consent of Iain Bruce, P. Eng.99.25
    
    Consent of Strathcona Mineral Services Limited
 6




---



##### 



UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 Undertaking
  Consent to Service of Process
   SIGNATURES
   CAMECO CORPORATIONBy:

/s/  O. Kim GoheenName:
    O. Kim GoheenTitle:
    Senior Vice-President and
Chief  Financial Officer 7