##### Table of Contents



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 2005
    
    Commission file number:
1-14228
 CAMECO CORPORATION
  CANADA
 
 
 
       þ Annual Information Form
    
    þ Audited annual financial statements
 
 
  o þ
  þ o




---



TABLE OF CONTENTS  UNDERTAKINGCONSENT TO SERVICE OF PROCESSSIGNATURESCONTROLS AND PROCEDURESEXHIBIT INDEXAnnual Information Form dated March 17, 20062005 Consolidated Audited Financial Statements2005 Management's Discussion and AnalysisPrincipal Accountant Fees and ServicesConsent of AuditorsCertification of CEO pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934Certification of CFO pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Table of Contents  
 UNDERTAKING
  
 CONSENT TO SERVICE OF PROCESS
   
 SIGNATURES
  th
 CAMECO CORPORATIONPer:
    
    O. Kim GoheenO. Kim GoheenChief Financial Officer




---



##### Table of Contents



CERTIFICATIONS AND DISCLOSURE REGARDING
CONTROLS AND PROCEDURES
 (a)
    
    Certifications.See Exhibits 99.6 and 99.7.(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.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 that the disclosure controls and procedures or internal control over
financial reporting will prevent 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)
    
    Changes in Internal Control Over Financial Reporting. During the fiscal year ended
December 31, 2005, 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
 Code of Ethics
 Principal
Accountant Fees and Services
 Off-Balance
Sheet Arrangements.




---



##### Table of Contents



1.
    
    Financial assurances in MDA disclosed at Nuclear Electricity Generation Business on
page 23 Liquidity and Capital Resources on page 32, Risks and Risk
Management on page 35, and disclosed in notes 6, 7, and 22 of the consolidated financial
statements.2.
    
    Derivative instruments in MDA disclosed at
Uranium Business on page 7, Risks
and Risk Managementon page 35, Critical Accounting
Estimates on page 46 and
disclosed in note 22 of the consolidated financial statements.3.
    
    Long-term product purchase contracts in MDA
disclosed at Uranium Business on page 7 and Liquidity and Capital
Resources on page 32 and disclosed in note 21(h) of
the consolidated financial statements.
 Tabular Disclosure of Contractual Obligations Liquidity and Capital Resources
 Identification of the Audit Committee.
 Disclosure Pursuant to the Requirements of the New York Stock Exchange
 Presiding
Director at Meetings of Non-Management Directors
 Communication
with Non-Management Directors
 Corporate
Governance Guidelines   www.cameco.com




---



##### Table of Contents



Exhibit No.
    
    Description
    
    Page No.99.1
    
    Annual Information Form of Cameco Corporation
dated March 17, 200699.2
    
    2005 Consolidated Audited Financial Statements99.3
    
    2005 Managements Discussion and Analysis99.4
    
    Principal Accountant Fees and Services99.5
    
    Consent of Auditors99.6
    
    Certification of Chief Executive Officer
pursuant to Rule 13a -14(a) or 15d  14 of the
Securities Exchange Act of 193499.7
    
    Certification of Chief Financial Officer
pursuant to Rule 13a  14(a) or 15d  14 of the
Securities Exchange Act of 193499.8
    
    Certification of Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 200299.9
    
    Certification of Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002