##### 



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 2006
    
    Commission file number: 1-14228
 CAMECO CORPORATION
  CANADA
 (Primary Standard Industrial Classification Code Number)
 (Address and telephone number of Registrants principal executive offices)
 (Name, address, (including zip code) and telephone number (including area code) of agent for service in the United States)
       þ     Annual Information Form
    
    þ     Audited annual financial statements




---



##### 



Yes     o
    
    No     þ
  Yes     þ
    
    No     o
  UNDERTAKING
  CONSENT TO SERVICE OF PROCESS
  
 SIGNATURES
  th
 CAMECO CORPORATIONPer:
    /s/ O. Kim GoheenO. Kim GoheenChief Financial Officer




---



##### 



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 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 Cameco Corporations financial reporting. 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, 2006.(d)
    
    Attestation report of the registered public accounting firm.Managements assessment
of the effectiveness of internal control over financial reporting as of December 31, 2006,
was audited by KPMG, LLP, an independent registered public accounting firm, as stated in
their report beginning on page Exhibit No. 99.22 of Exhibit No. 99.2  2006 Consolidated
Audited Financial Statements and their report in Exhibit No. 99.22.(e)
    
    Changes in Internal Control Over Financial Reporting. During the fiscal year ended
December 31, 2006, 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, except as follows:On May 1, 2006, the second implementation phase of an enterprise resource planning
application became operational at Camecos Canadian operations, including the plant
maintenance, purchasing, materials management, accounts payable and project systems modules.
The first phase, completed as of January 1, 2003, included human resources, payroll and
finance modules. Cameco believes that certain changes made to the companys internal
control structure, in connection with this implementation, strengthened its internal control
structure.
 Audit Committee Financial Expert




---



##### 



Code of Ethics www.cameco.com
 Principal Accountant Fees and Services
 Off-Balance Sheet Arrangements.
 1.
    
    Financial assurances in MDA disclosed at Nuclear Electricity Generation Business,
Liquidity and Capital Resources, and Risks and Risk Management and disclosed
in notes 7, 8, 19 and 24 of the Consolidated Audited Financial Statements.2.
    
    Derivative instruments in MDA disclosed at Uranium Business, Risks and Risk
Management, and Critical Accounting Estimates and disclosed in note 25 of the
Consolidated Audited Financial Statements.3.
    
    Long-term product purchase contracts in MDA disclosed at Uranium Business and
Liquidity and Capital Resources and disclosed in note 24 of the Consolidated Audited
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  www.cameco.com
 Communication with Non-Management Directors




---



##### 



Corporate Governance Guidelines  www.cameco.com




---



##### 



Exhibit No.
    
    Description
    
    Page No.99.1
    
    
    Annual Information Form of Cameco Corporation dated
March 30, 200799.2
    
    
    2006 Consolidated Audited Financial Statements99.3
    
    
    2006 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 200299.10
    
    
    Consent of Expert99.11
    
    
    Consent of Expert99.12
    
    
    Consent of Expert99.13
    
    
    Consent of Expert99.14
    
    
    Consent of Expert99.15
    
    
    Consent of Expert99.16
    
    
    Consent of Expert99.17
    
    
    Consent of Expert




---



##### 



Exhibit No.
    
    Description
    
    Page No.99.18
    
    
    Consent of Expert99.19
    
    
    Consent of Expert99.20
    
    
    Consent of Expert99.21
    
    
    Consent of Expert99.22
    
    
    Report of Independent Registered Public Accounting Firm