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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 31 December 2003 |  | Commission file number:1-14228

Cameco Corporation

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CANADA
(Province or other jurisdiction of incorporation or organization)

1090(Primary Standard Industrial Classification Code Number)

2121  11th Street West,
Saskatoon, Saskatchewan, Canada, S7M 1J3, Telephone: (306) 956-6200(Address and telephone number of Registrants principal
executive offices)

Fletcher Newton, Power Resources, Inc., 274 Union Boulevard, Suite 310
Lakewood, Colorado, USA 80228, Telephone: (720) 917-0112(Name, address, (including zip code) and telephone number
(including area code)
of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class: Common Shares, no par value; and Preferred Securities

Name of Exchange where Securities are listed: New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Information filed with this form:

|  |  |                         |  |   |  |                                    
|- |  | ----------------------- |  | - |  | -----------------------------------
|þ |  | Annual Information Form |  | þ |  | Audited annual financial statements

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:

56,769,423 Common Shares outstanding
as of 31 December 2003

Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

|  |  |     |  |   |  |   
|- |  | --- |  | - |  | --
|o |  | Yes |  | þ |  | No

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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.

|  |  |     |  |   |  |   
|- |  | --- |  | - |  | --
|þ |  | Yes |  | o |  | No

Certain statements in this Form 40-F constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. See Note Regarding Forward-Looking Statements.



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|                                                                |  |  |  |  |  |  |  | 
|--------------------------------------------------------------- |  |  |  |  |  |  |  | 
|UNDERTAKING                                                    
|CONSENT TO SERVICE OF PROCESS                                  
|SIGNATURES                                                     
|CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND PROCEDURES
|EXHIBIT INDEX                                                  
|Annual Information Form                                        
|2003 Consolidated Audited Financial Statements                 
|2003 Management's Discussion and Analysis                      
|Principal Accountant Fees and Services                         
|Consent of Independent Chartered Accountants                   
|Certification of CEO                                           
|Certification of CFO                                           
|Certification of CEO - Sarbanes Oxley                          
|Certification of CFO - Sarbanes Oxley                          



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UNDERTAKING

Cameco Corporation 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 registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.




CONSENT TO SERVICE OF PROCESS

Cameco Corporation has previously filed a Form F-X in connection with the class
of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of the
registrant shall be communicated promptly to the Securities and Exchange
Commission by an amendment to the Form
F-X referencing the file number of the relevant registration statement.




SIGNATURES

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

DATED this
19th day of March, 2004.

| |                    |  |                        
| | ------------------ |  | -----------------------
| | CAMECO CORPORATION
| |                    |  |                        
| |                    |  |                        
| | Per:               |  | /s/David M. Petroff    
| |                    |  |                        
| |                    |  | David M. Petroff       
| |                    |  | Chief Financial Officer





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CERTIFICATIONS AND DISCLOSURE REGARDING
CONTROLS AND PROCEDURES



|(a) |  | Certifications.   See Exhibits 99.1 and 99.2.
|--- |  | ---------------------------------------------



|(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-14(c) and 15d-14(c) of the United States Securities
Exchange Act of 1934 (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 ensure 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 rules and
forms.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | Changes in Internal Control Over Financial Reporting.   During the fiscal
year ended December 31, 2003, there were no changes in Cameco
Corporations internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, Cameco
Corporations internal control over financial reporting.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Audit Committee Financial Expert.   Cameco Corporations board of directors has
determined that an audit committee financial expert serves on its audit
committee. The audit committee financial expert is Victor J. Zaleschuk.

Code of Ethics.   Cameco Corporations directors code of ethics, Cameco
Corporations code of ethics and mandates of the board and its committees and
position descriptions for the chief executive officer and the non-executive
chair can be found on Cameco Corporationss web site under Investor
Relations and are also available in print to any shareholder upon request.

Principal Accountant Fees and Services.   Disclosure is contained in Exhibit
No. 4.

Tabular Disclosure of Contractual Obligations.   Disclosure is contained in
Exhibit No. 3  2003 Managements Discussion and Analysis under the heading
Contractual Obligations and Commercial Commitments.

Identification of the Audit Committee.   Cameco Corporations audit committee
is comprised of: Nancy E. Hopkins (chair), Oyvind Hushovd, J. W. George Ivany,
A. Neil McMillan, Robert W. Peterson and Victor J. Zaleschuk.





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EXHIBIT INDEX

Exhibit No.
    
    Description1
    
    Annual Information Form of Cameco Corporation
dated March 19, 20042
    
    2003 Consolidated Audited Financial Statements3
    
    2003 Managements Discussion and Analysis4
    
    Principal Accountant Fees and Services5
    
    Consent of Independent Chartered Accountants99.1
    
    Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) or 15d-14 of the
Securities Exchange Act of 193499.2
    
    Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) or 15d-14 of the
Securities Exchange Act of 193499.3
    
    Certification of Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 200299.4
    
    Certification of Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002