UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
40-F





o  REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934





x  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 Number001-33548








Jaguar
Mining Inc.





(Exact
name of Registrant as specified in its charter)





Ontario
                (Province
      or other Jurisdiction of Incorporation or Organization)
              1040
                (Primary
      Standard Industrial
                Classification
      Code Number)
              98-6396253
                (I.R.S.
      Employer Identification No.)





125
North State St.


Concord,
New Hampshire 03301


(603)
224-4800


(Address
and telephone number of Registrants' principal executive offices)





Hinkley
Allen Snyder LLP


43
North Main Street


Concord,
NH, 03301


(603)
225-4334


(Name,
address (including zip code) and telephone number


(including
area code) of agent for service in the United States)










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





Title
      of Each Class
              
              Name
      of Each Exchange
                on
      which RegisteredCommon
      Shares, No Par Value
                Rights
              
              NYSE
      Arca, Inc.
                NYSE
      Arca, Inc.





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





For
annual reports, indicate by check mark the information filed with this
Form:





x  Annual
      information form
              x  Audited
      annual financial statements





Indicate
the 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:


The
Registrant had 63,982,281Common Shares
outstanding as at December 31, 2008





Indicate
by check mark whether the Registrant by filing 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 (the "Exchange
Act").  If "Yes" is marked, indicate the filing number assigned to the
registrant in connection with such rule.





Yes
      o
                82-______
                No
      x





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





Yes
      x
                  
                  No
      o





















DOCUMENTS FILED UNDER COVER
OF THIS FORM




Document
No.





1.
              Audited
      Annual Financial Statements at December 31, 2008 and 2007 and for each of
      the three years in the three year period ended December 31,
      2008.


2.
            Audited
      schedule of reconciliation of Canadian generally accepted accounting
      principles, to principles generally accepted in the United States for the
      years ended December 31, 2008, 2007 and 2006 together with the auditor's
      report thereon and the notes thereto, reconciled to U.S. GAAP in
      accordance with Item 17 of Form
20-F.


3.
              Management's
      Discussion and Analysis for the years ended December 31, 2008 and
      2007.


4.
            Annual
      Information Form for the year ended December 31,
  2008.


5.
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002.


6.
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.


7.
              Consent
      of KPMG LLP.











A.
              Disclosure
      Controls and Procedures





Based
on their evaluation as of the end of the period covered by this report, the
Registrant's Chief Executive Officer and Chief Financial Officer have concluded
that the Registrant's disclosure controls and procedures as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act are effective to ensure that
information required to be disclosed by the Registrant in reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.




B.
            Management's
      Annual Report on Internal Control over Financial Reporting and Attestation
      Report of Registrant's Public Accounting
Firm





Management
of the Registrant is responsible for establishing and maintaining adequate
internal control over the Registrant’s financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements in accordance with generally accepted accounting principles. The
Registrant’s principal executive officer and principal financial officer has
assessed the effectiveness of the Registrant’s internal control over financial
reporting as at December 31, 2008 in accordance with Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this assessment, the Registrant’s principal
executive officer and principal financial officer have determined that the
Registrant’s internal control over financial reporting was effective as of
December 31, 2008 and have certified the Registrant’s annual filings with the
SEC on Form 40-F as required by the United States Sarbanes-Oxley Act and with
Canadian securities regulatory authorities.




Management
of the Company reviewed the results of management’s assessment with the Audit
Committee of the Company’s Board of Directors. KPMG LLP, independent registered
chartered accountants, was engaged, as approved by a vote of the Company’s
shareholders, to audit and provide independent opinions on the Company’s
consolidated financial statements and the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2008. KPMG LLP has
provided such opinions and such opinions are filed as part of this annual report
on Form 40-F as Document 2 and are incorporated by reference
herein.




C.
            Changes
      in Internal Control Over Financial
Reporting





As
of the end of the period covered by this report, there were no changes in the
Registrant's internal control over financial reporting that occurred during the
period covered by this report that have materially affected or are reasonably
likely to materially affect the Registrant's internal control over financial
reporting.




D.
            Notice
      of Pension Fund Blackout Period Pursuant To Regulation
  BTR





The
Registrant was not required by Rule 104 of Regulation BTR to send any notice for
any of its directors or executive officers during the fiscal year ended December
31, 2008.




E.
            Audit
      Committee Financial Expert





The
Board of Directors of the Registrant has determined that each of Gary German,
Anthony Griffiths and Andrew Burns, individuals serving on the Audit Committee
of the Registrant’s Board of Directors, is an audit committee financial expert,
within the meaning of General Instruction B(8)(a) of Form 40-F. Each of Mssrs.
German, Griffiths and Burns is independent, as that term is defined in the rules
of the NYSE Arca.




The
Commission has indicated that the designation of a person as an audit committee
financial expert does not make such person an “expert” for any purpose, impose
any duties, obligations or liability on such person that are greater than those
imposed on members of the Audit Committee and the Board of Directors who do not
carry this designation or affect the duties, obligations or liability of any
other member of the Audit Committee or Board of Directors.

















F.
            Code
      Of Ethics





The
Registrant has adopted a code of ethics (as that term is defined in Form 40-F)
that applies to all of its directors, officers and employees. The code of ethics
has been posted to the Registrant's website at
www.jaguarmining.com.




G.
            Principal
      Accountant Fees And Services





The
Registrant has paid KPMG LLP ("KPMG"), its external auditors, the following fees
in each of the last two fiscal periods.




Audit
Fees




The
aggregate fees billed by KPMG for the fiscal years ended December 31, 2008 and
December 31, 2007, respectively, for professional services rendered by KPMG for
the audit of the Registrant’s annual financial statements or services that are
normally provided by KPMG in connection with statutory and regulatory filings or
engagements for such fiscal years were Cdn.$544,662 and Cdn.$311,860,
respectively.




Audit-Related
Fees




The
aggregate fees billed by KPMG for the fiscal years ended December 31, 2008 and
December 31, 2007, respectively, for assurance and related services rendered by
KPMG that are reasonably related to the performance of the audit or review of
the Registrant’s financial statements and are not reported above as audit fees
were Cdn.$273,939 and Cdn.$205,463, respectively. Professional services provided
included accounting research and internal control review
procedures.




Tax
Fees




There
were no fees billed by KPMG for the fiscal years ended December 31, 2008 and
December 31, 2007, for professional services rendered by KPMG for tax
compliance, tax advice, tax planning and other services.




All
Other Fees




There
were no fees billed by KPMG for the fiscal years ended December 31, 2008 and
December 31, 2007, except as described above.




Audit
Committee Approval




The
Registrant’s audit committee pre-approves every significant engagement by KPMG
to render audit or non-audit services. All of the services described above were
approved by the audit committee.




H.
            Off-Balance
      Sheet Arrangements





The
Registrant is not a party to any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.





I.
            Tabular
      Disclosure Of Contractual
Obligations





The
Registrant's contractual obligations as at December 31, 2008 are summarized in
its Management’s Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended December 31, 2008, included as Document 3
herein, under the heading “Financial Condition, Cash Flow, Liquidity and Capital
Resources - Contractual Obligations".





J.
            Identification
      of Audit Committee





The
Registrant has an audit committee comprised of the following three individuals,
all of who are independent as that term is defined by the rules of the NYSE
Arca: Mssrs Gary German, Anthony Griffiths and Andrew Burns.

















K.
            Critical
      Accounting Policies





A
discussion of the Registrant’s critical accounting policies can be found in its
Management’s Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended December 31, 2008, included as Document 3
herein, under the heading “Critical Accounting Policies”.





L.
            Disclosure
      Required Pursuant to the NYSE Arca





The
Registrant is classified as a foreign private issuer under US securities law and
its common shares are listed on the NYSE Arca. Pursuant to the rules of the NYSE
Arca, a foreign private issuer is permitted, subject to a few exceptions, to
follow home country practice in lieu of the corporate governance rules of the
NYSE Arca. The only corporate governance practice of the Registrant that differs
from those required by the NYSE Arca rules to be followed by U.S. domestic
issuers is the quorum found in Section 5.3(c) of the NYSE Arca rules which rule
provides that a quorum for any meeting of shareholders may not consist of less
than 33.33% of the common shares issued and outstanding. The Registrant's
by-laws require that a quorum for any meeting of shareholders may not consist of
less than 15% of the common shares issued and outstanding. This policy is
consistent with requirements of the Toronto Stock Exchange and applicable
corporate laws in Ontario.

















UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS





A.
            Undertaking





The Registrant 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 in relation to
which the obligation to file an annual report on Form 40-F arises.





B.
            Consent
      to Service of Process





The Registrant has previously filed
with the Commission a Form F-X in connection with its Common
Shares.



















SIGNATURE





Pursuant to the requirements of the
Exchange Act, the Registrant 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 duly authorized.











JAGUAR
      MINING INC.March
      24, 2009
                By:
                /s/
      DANIEL R. TITCOMBName:  Daniel
      R. TitcombTitle:    President
      and Chief Executive
Officer
















EXHIBIT
INDEX





Exhibit No.
            
            Title23.1
            
            Consent
      of KPMG LLP.31
            
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232
            
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of 200299.1
            
            Audited
      Annual Financial Statements at December 31, 2008 and 2007 and for each of
      the three years in the three year period ended December 31,
      2008.99.2
            
            Audited
      schedule of reconciliation of Canadian generally accepted accounting
      principles, to principles generally accepted in the United States for the
      years ended December 31, 2008, 2007 and 2006 together with the auditor's
      report thereon and the notes thereto, reconciled to U.S. GAAP in
      accordance with Item 17 of Form 20-F.99.3
            
            Management's
      Discussion and Analysis for the years ended December 31, 2008 and
      2007.99.4
            
            The
      Annual Information Form of Jaguar Mining Inc. for the year ended December
      31, 2008