UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




FORM
      40-F




[
      ]            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934




OR




[
      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 number: 001-32292




RUBICON
      MINERALS CORPORATION


__________________________________________________________


(Exact
      name of Registrant as specified in its charter)




Not
                applicable
            British
                Columbia, Canada
            Not
                Applicable(Translation
                of Registrant’s name into English (if applicable))
            (Province
                of other jurisdiction of incorporation or organization)
            (I.R.S.
                employer Identification Number (if
                applicable))




1000


_______________________________________________________________________________


(Primary
      Standard Industrial Classification Code Number (if applicable))




1540-800
      West Pender Street,


Vancouver,
      British Columbia,


Canada
      V6C 2V6


(604)
      623-3333


________________________________________________________________________________


(Address
      and telephone number of Registrant’s principal executive offices)




DL
      Services Inc.


1420
      Fifth Avenue, Suite
      3400,


Seattle,
      Washington
      98101


Telephone:
      (206)
      903-8800




__________________________________________________________________________


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
            NYSE
                Amex




Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act.




None


_____________________


(Title
      of
      Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act.





None


______________________


(Title
      of
      Class)




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.




As
      at
December 31, 2008, the
      Registrant had outstanding 156,151,871Common Shares
      without par value.




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.




[
      X
      ]Yes                                                     
[ ] No







EXPLANATORY
      NOTE




Rubicon
      Minerals Corporation (the “Company” or the “Registrant”) is a Canadian issuer
      eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act
      of
      1934, as amended (the “Exchange Act”) on Form 40-F.  The
      Company is a “foreign private issuer” as defined in Rule 3b-4 under the
      1934 Act and in Rule 405 under the Securities Act of 1933(the
“Securities Act”).  Equity securities
      of the Company are accordingly
      exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the 1934 Act
      pursuant to Rule 3a12-3.




FORWARD-LOOKING
      STATEMENTS




This
      annual report on Form 40-F and the exhibits included herein contain
      forward-looking statements concerning the Company’s mineral properties,
      exploration activities and other matters.  These statements relate to
      analyses and other information that are based on forecasts of future results,
      estimates of amounts not yet determinable and assumptions of
      management.




Statements
      concerning reserves and mineral resource estimates may also be deemed to
      constitute forward-looking statements to the extent that they involve estimates
      of the mineralization that will be encountered if the property is developed,
      and
      in the case of mineral reserves, such statements reflect the conclusion based
      on
      certain assumptions that the mineral deposit can be economically
      exploited.




Any
      statements that express or involve discussions with respect to predictions,
      expectations, beliefs, plans, projections, objectives, assumptions or future
      events or performance (often, but not always, using words or phrases such as
      “expects” or “does not expect”, “is expected”, “anticipates” or “does not
      anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
      events or results “may”, “could”, “would”, “might” or “will” be taken, occur or
      be achieved) are not statements of historical fact and may be forward-looking
      statements.  Forward-looking statements are subject to a variety of
      known and unknown risks, uncertainties and other factors which could cause
      actual events or results to differ from those expressed or implied by the
      forward-looking statements, including, without limitation:




·
            risks
                and uncertainties relating to the interpretation of drill results,
                the
                geology, grade and continuity of mineral
                deposits;






·
            the
                possibility that future exploration, will not be consistent with
                the
                Company’s expectations;






·
            the
                potential for delays in exploration or development
                activities;






·
            risks
                related to the cost estimates and the potential for unexpected costs
                and
                expenses;






·
            the
                uncertainty of profitability based upon the Company’s history of
                losses;






·
            risks
                related to current market conditions which could adversely affect
                our
                ability to obtain adequate financing on a timely basis and on acceptable
                terms for the Company’s planned exploration and development
                projects;






·
            risks
                related to environmental regulation and
                liability;






·
            risks
                related to governmental
                regulations;






·
            risks
                related to tax assessments;






·
            risks
                related to Aboriginal issues;






·
            political
                and regulatory risks associated with mining development and
                exploration;






·
            accidents,
                labour disputes and other risks of the mining exploration
                industry;  and






·
            other
                risks and uncertainties related to the Company’s prospects, properties and
                business strategy.




This
      list
      is not exhaustive of the factors that may affect our forward-looking
      statements.  Forward-looking statements are statements about the
      future and are inherently uncertain, and actual achievements of the Company
      or
      other future events or conditions may differ materially from those reflected
      in
      the forward-looking statements due to a variety of risks, uncertainties and
      other factors, including, without limitation, those referred to in the Company’s
      Annual Information Form filed as Exhibit 1 to this Annual Report on Form
      40-F.  The Company’s forward-looking statements are based on the
      beliefs, expectations and opinions of management on the date the statements
      are
      made, and the Company does not assume any obligation to update forward-looking
      statements if circumstances or management’s beliefs, expectations or opinions
      should change.  Investors are cautioned against attributing undue
      certainty to forward-looking statements.




NOTE
      TO UNITED STATES READERS




DIFFERENCES
      IN UNITED STATES AND CANADIAN REPORTING PRACTICES




The
      Company is permitted, under a multi-jurisdictional disclosure system, adopted
      by
      the United States Securities and Exchange Commission (the “SEC”), to prepare
      this annual report in accordance with Canadian disclosure requirements, which
      are different from those of the United States.




The
      Company prepares its financial statements, which are filed with this annual
      report on Form 40-F, in accordance with Canadian generally accepted accounting
      practices (“GAAP”), and they are subject to Canadian auditing and auditor
      independence standards.  They are not comparable to financial
      statements of United States companies.  Significant differences
      between Canadian GAAP and United States GAAP are described in the Company’s
      Reconciliation between Canadian and United States Generally Accepted Accounting
      Principles.




CURRENCY




Unless
      otherwise indicated, all dollar amounts in this report are Canadian
      dollars.  The exchange rate of Canadian dollars into United States
      dollars, on December 31,
      2008, based upon the noon buying rate in New York City for cable
      transfers payable in Canadian dollars as certified for customs purposes by
      the
      Federal Reserve Bank of New York, was US $1.00 = CDN$0.81699.




RESOURCE
      AND RESERVE ESTIMATES




The
      Company’s Annual Information Form filed as Exhibit 1 to this
      annual report on Form 40-F has been prepared in accordance with the requirements
      of the securities laws in effect in Canada, which differ from the requirements
      of United States securities laws.  The terms “mineral reserve”,
“proven mineral reserve” and “probable mineral reserve” are Canadian mining
      terms as defined in accordance with Canadian National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian
      Institute of Mining, Metallurgy and Petroleum’ (the “CIM”) - CIM Definition Standards
      on Mineral
      Resources and Mineral Reserves, adopted by the CIM Council, as
      amended.  These definitions differ from the definitions in the United
      States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC
      Industry Guide 7”) under the Securities Act.  Under SEC Industry Guide
      7 standards, a “final” or “bankable” feasibility study is required to report
      reserves, the three-year historical average price is used in any reserve or
      cash
      flow analysis to designate reserves and the primary environmental analysis
      or
      report must be filed with the appropriate governmental authority.






In
      addition, the terms “mineral resource”, “measured mineral resource”, “indicated
      mineral resource” and “inferred mineral resource” are defined in and required to
      be disclosed by NI 43-101; however, these terms are not defined terms under
      SEC
      Industry Guide 7 and are normally not permitted to be used in reports and
      registration statements filed with the SEC.  Investors are cautioned
      not to assume that any part or all of mineral deposits in these categories
      will
      ever be converted into reserves.  “Inferred mineral resources” have a
      great amount of uncertainty as to their existence, and great uncertainty as
      to
      their economic and legal feasibility.  It cannot be assumed that all,
      or any part, of an inferred mineral resource will ever be upgraded to a higher
      category.  Under Canadian rules, estimates of inferred mineral
      resources may not form the basis of feasibility or pre-feasibility studies,
      except in rare cases.  Investors are cautioned not to assume that all
      or any part of an inferred mineral resource exists or is economically or legally
      mineable.  Disclosure of “contained ounces” in a resource is permitted
      disclosure under Canadian regulations; however, the SEC normally only permits
      issuers to report mineralization that does not constitute “reserves” by SEC
      standards as in place tonnage and grade without reference to unit
      measures.




Accordingly,
      information contained in this report and the documents incorporated by reference
      herein contain descriptions of our mineral deposits that may not be comparable
      to similar information made public by U.S. companies subject to the reporting
      and disclosure requirements under the United States federal securities laws
      and
      the rules and regulations thereunder.






ANNUAL
      INFORMATION FORM




The
      Company’s Annual
      Information Form (“AIF”) for the fiscal year ended December 31, 2008,
      is filed with this annual report as Exhibit 1 and
      incorporated by reference in this annual report on Form 40-F.




AUDITED
      ANNUAL FINANCIAL STATEMENTS




Audited
      Annual Financial Statements




The
      audited consolidated financial statements, of the Company for the years ended
      December 31, 2008, 2007, and 2006, including the report of the independent
      registered public accounting firm with respect thereto, are filed with this
      Annual Report as Exhibit 2 and
      incorporated by reference in this annual report on Form 40-F.




For
      a
      reconciliation of important differences between Canadian and United States
      generally accepted accounting principles, see Note 21 to the audited
      consolidated financial statements filed with this annual report on Form 40-F
      as
Exhibit
      2.




MANAGEMENT’S
      DISCUSSION AND ANALYSIS




The
      Company’s Management’s Discussion and Analysis (“MD&A”) is filed with this
      annual report on Form 40-F as Exhibit 3 and
      incorporated by reference in this annual report on Form 40-F.




DISCLOSURE
      CONTROLS AND PROCEDURES




At
      the end of the period covered by this report, the fiscal year ended
December 31, 2008, an
      evaluation was carried out under the supervision of, and with the participation
      of, the Company’s management, including the Chief Executive Officer (“CEO”) and
      Chief Financial Officer (“CFO”), of the effectiveness of the design and
      operations of the Company’s disclosure controls and procedures (as defined in
      Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act).   Based on
      that evaluation, the CEO and the CFO have concluded that, as of the end of
      the
      period covered by this report, the Company’s disclosure controls and procedures
      were adequately designed and effective in ensuring that: (i) information
      required to be disclosed by the Company in reports that it files or submits
      to
      the SEC under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in applicable rules and forms and (ii)
      material information required to be disclosed in the Company’s reports filed
      under the Exchange Act is accumulated and communicated to our management,
      including our CEO and CFO, as appropriate, to allow for accurate and timely
      decisions regarding required disclosure.




MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




The
      Company's management isresponsible for establishing and maintaining adequate internal control
      over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
      the
      Exchange Act.  The Company’s management has employed a framework
      consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal
      control over financial reporting described below.  The Company’s
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation and fair presentation of financial statements for external purposes
      in accordance with generally accepted accounting principles.  Because
      of its inherent limitations,
      internal control over financial reporting may not prevent or detect
      misstatements. Projections of any evaluation of effectiveness to future periods
      are subject to the risk that controls may become inadequate because of changes
      in conditions, or that the degree of compliance with the policies or procedures
      may deteriorate.




Management
      conducted an evaluation of
      the design and operation of the Company’s internal control over financial
      reporting as of December 31, 2008based
      on the criteria set forth in
      Internal Control – Integrated Framework issued by the Committee of Sponsoring
      Organizations of the Treadway Commission.  This evaluation included
      review of the documentation of controls, evaluation of the design effectiveness
      of controls, testing of the operating effectiveness of controls and a conclusion
      on this evaluation.  Based on this evaluation, management has
      concluded that the Company’s internal control over financial reporting was
      effective as of December
      31, 2008and no
      material weaknesses were
      discovered.




The
      Company is required to provide an
      auditor’s attestation report on internal control over financial reporting for
      the fiscal year ended December 31, 2008.  In
      this report, the
      Company’s independent registered auditor, DeVisser Gray LLP, must state its
      opinion as to the effectiveness of the Company’s internal control over financial
      reporting for the fiscal
      year ended December 31, 2008.  DeVisser Gray LLP has
      audited the Company’s financial statements included in this
      annualreport
      on Form 40-F and has issued an
      attestation report on the Company’s internal control over financial
      reporting.  The Auditor’s Attestation Report on Internal Controls over
      the Financial Reporting is included with the Auditor’s Report in the
      consolidated financial statementsattached hereto atExhibit2.




CHANGES
      IN INTERNAL CONTROLS OVER
      FINANCIAL REPORTING




During
      the period covered by this annual report on Form 40-F, no changes occurred
      in
      the Company’s internal control over financial reporting that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.




The
      Company’s management, including the Chief Executive Officer and Chief Financial
      Officer, does not expect that its disclosure controls and procedures or internal
      controls and procedures will prevent all error and all fraud.  A
      control system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control system
      are met. Further, the design of a control system must reflect the fact that
      there are resource constraints, and the benefits of controls must be considered
      relative to their costs.  Because of the inherent limitations in all
      control systems, no evaluation of controls can provide absolute assurance that
      all control issues and instances of fraud, if any, within the Company have
      been
      detected.  These inherent limitations include the realities that
      judgments in decision-making can be faulty, and that breakdowns can occur
      because of simple error or mistake.  Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the control.  The design of any
      system of controls also is based in part upon certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions;
      over time, control may become inadequate because of changes in conditions or
      the
      degree of compliance with the policies or procedures may
      deteriorate.  Because of the inherent limitations in a cost-effective
      control system, misstatements due to error or fraud may occur and not be
      detected.




CORPORATE
      GOVERNANCE GUIDELINES




The
      Company’s common shares are listed on the NYSE Amex. Section 110 of the NYSE
      Amex company guide permits NYSE Amex to consider the laws, customs and practices
      of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant
      exemptions from NYSE Amex listing criteria based on these considerations. A
      company seeking relief under these provisions is required to provide written
      certification from independent local counsel that the non-complying practice
      is
      not prohibited by home country law. A description of the significant ways in
      which the Company’s governance practices differ from those followed by domestic
      companies pursuant to NYSE Amex standards is contained on the Company’s website
      at www.rubiconminerals.com.




AUDIT
      COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT




The
      Company has a separately designated standing Audit Committee established in
      accordance with Section 3(a)(58)(A) of the Exchange Act.  The
      Company’s Audit Committee is comprised of three directors, John R. Brodie
      (Chair), Kevin D. Sherkin and Philip S. Martin, each of whom the Company’s board
      has determined is “independent” under NI 52-110 and NYSE Amex Rules 121 and
      803A.  The Company has adopted the criteria for director independence
      and unrelatedness for members of public company audit committees that are
      consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002,
      Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated
      thereunder, and the rules of the NYSE Amex as currently in
      effect.  All of the Audit Committee members are “financially literate”
as such term is defined in NI 52-110.




The
      Company’s Board of Directors has determined that John R. Brodie, FCA, a member
      of its audit committee, qualifies as an “audit committee financial expert”
within the meaning of the Commission’s rules.




Each
      audit committee member possesses education or experience that is relevant to
      the
      performance of their responsibilities as audit committee members of the
      Company.  John R. Brodie is a Fellow of the Institute of Chartered
      Accountants of British Columbia (FCA) and was a Partner of KPMG, Chartered
      Accountants, between September 1975 and August 2003.  Mr. Brodie also
      serves on the audit committee of Far West Mining Ltd. (TSX), Silver Standard
      Resources Inc. (TSX) and several other reporting issuers.  Kevin
      Sherkin LLB is a practicing lawyer in Toronto, and serves as a nominee of
      several Ontario based shareholders.  He also has extensive contacts in
      the Toronto business community.  Philip Martin is a Director of the
      Company and has a B.Sc. (Hons) degree in Mining Engineering from the Royal
      School of Mines, Professional Engineer designation in Ontario and an MBA from
      Cranfield University, UK.  Mr. Martin is based in Toronto and has over
      30 years experience in the mining industry ranging from mining engineer
      (1969-1979), corporate finance positions with Toronto Dominion Bank (1979-1986),
      research analyst (1986-1994).  Mr. Martin currently provides
      consulting services to the corporate and financial sectors.  Mr.
      Martin was Director and Managing Partner of Gordon Capital Corporation
      (1995-1998) and Director/Vice President of First Associates Investments Inc.
      (2000-2002).




CODE
      OF ETHICS




The
      Company has adopted a Code of Conduct and Ethics (the “Code”) that applies to
      all the Company’s directors, executive officers and employees, which was
      previously filed with the Securities and Exchange Commission as Exhibit 99.1
      to
      Form 6-K filed on July 18, 2006 which is incorporated herein by reference and
      is
      available to any shareholder, without charge, by written request to the Company
      at its principal executive office in Vancouver, British Columbia
      Canada.  A copy of the Company’s Code of Conduct and Ethics can also
      be found on the Company’s website at www.rubiconminerals.com.




All
      amendments to the code, and all waivers of the code with respect to any of
      the
      officers covered by it, is posted on the Company’s web site, submitted on Form
      6-K and provided in print to any shareholder who requests them.




PRINCIPAL
      ACCOUNTING
      FEES AND SERVICES – INDEPENDENT AUDITORS




The
      table
      setting forth the Company’s fees paid to its independent auditor, DeVisser Gray
      LLP, Chartered Accountants (“DeVisser Gray LLP”) for the years ended December
      31, 2008 and 2007 are set forth below:




Years
                ended December 312008
            
            
            2007Audit
                Fees:
            
            $
            50,000
            
            
            $
            38,000Audit
                Related Fees:
            
            $
            -
            
            
            $
            -Tax
                Fees:
            
            $
            4,500
            
            
            $
            -All
                Other Fees:
            
            $
            -
            
            
            $
            -Total:
            
            $
            54,500
            
            
            $
            38,000




"Audit
      Fees" are the aggregate fees
      billed byDeVisser Gray LLP for the audit of the
      Company’s
      consolidated annual financial statements, reviews of interim financial
      statements and attestation services that are provided in connectionwith statutory and regulatory filings
      or engagements.




"Tax
      Fees" are fees for professional
      services rendered byDeVisser Gray LLP for tax compliance,
      tax advice on actual or
      contemplated transactions.




The
      audit committee pre-approves all
      services provided by our independent auditors.Allof
      the above services and fees were
      reviewed and approved by the audit committeein advance ofthe
      respectiveservicesbeingrendered.




OFF-BALANCE
      SHEET ARRANGEMENTS




The
      Company does not have any off balance sheet arrangements other as disclosed
      in
      the notes to its consolidated financial statements.




TABLE
      OF CONTRACTUAL
      COMMITMENTS




The
      following table lists as of December 31, 2008 information with respect to the
      Company’s known contractual obligations.




Payments
                due by periodContractual
                Obligations
            Total
            Less
                than 1 year
            1-3
                years
            3-5
                years
            More
                than 5 yearsLong-Term
                Debt Obligations
            Nil
            Nil
            Nil
            Nil
            NilCapital
                (Finance) Lease Obligations
            Nil
            Nil
            Nil
            Nil
            NilOperating
                Lease Obligations
            $224,502
            $80,207
            $144,295
            Nil
            NilPurchase
                Obligations
            Nil
            Nil
            Nil
            Nil
            NilOther
                Long-Term Liabilities Reflected on the Company’s Balance Sheet under the
                GAAP of the primary financial statements
            Nil
            Nil
            Nil
            Nil
            NilTotal
            $224,502
            $80,207
            $144,295
            Nil
            Nil




This
      table includes all contractual obligations.







UNDERTAKING
      AND CONSENT TO SERVICE OF PROCESS




Undertaking




The
      Company undertakes to make available, in person or by telephone, representatives
      to respond to inquiries made by the SEC staff, and to furnish promptly, when
      requested to do so by the SEC 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




The
      Company filed an Appointment of Agent for Service of Process and Undertaking
      on
      Form F-X signed by the Company and its agent for service of process as an
      exhibit to Form 6-K on April 2, 2007, with respect to the class of securities
      in
      relation to which the obligation to file this annual report arises, which Form
      F-X is incorporated herein by reference.  The Form F-X was filed as a
      separate document on March 31, 2009.









SIGNATURES




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.




RUBICON
      MINERALS CORPORATION




By
                /s/Robert
                G. Lewis




Robert
                G. Lewis




Chief
                Financial Officer




Date:  March
      31, 2009




















EXHIBITSDOCUMENTS
                FILED AS PART OF THIS REPORT99.1
            Annual
                Information Form of the Registrant for the year ended December 31,
                200899.2
            Consolidated
                Financial Statements for the years ended December 31, 2008, 2007
                and
                2006.99.3
            Management’s
                Discussion and Analysis of Financial Position and Results of
                Operations99.4
            Certifications
                by the Chief
                Executive Officer of the Company pursuant to Rule 13a-14(a) of the
                Exchange Act, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.99.5
            Certifications
                by the Chief
                Financial Officer of the Company pursuant to Rule 13a-14(a) of the
                Exchange Act, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.99.6
            Certificate
                of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
                Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                200299.7
            Certificate
                of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
                Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                200299.8
            Consent
                of DeVisser Gray LLP Chartered Accountants99.9
            Consent
                of Rob Thomas, Jr.,
                CPG– Phoenix Property