UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 40-F/A


(Amendment No. 1)








o      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, 2010
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))








Suite 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.


701 Fifth Avenue, Suite 6100,


Seattle, Washington 98104


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                                                                           o  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, 2010 the Registrant had outstanding 214,294,674 Common 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                                                     o No





Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.





o Yes                                                    o  No








PURPOSE OF FILING THIS AMENDMENT NO. 1





Rubicon Minerals Corporation (the “Company” or the “Registrant”) is filing this Amendment No. 1 to Form 40-F to revise the previously filed Annual Information Form, which was filed as Exhibit 99.1 to the Registrant's Form 40-F filed March 31, 2011.  Other than as expressly set forth, this Amendment No. 1 does not, and does not purport to, update or restate the information in any Item of the annual report on Form 40-F or reflect any events that have occurred after the Form 40-F was initially filed.





EXPLANATORY NOTE





The Company 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 Exchange Act and in Rule 405 under the Securities Act of 1933, as amended(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 Exchange Act pursuant to Rule 3a12-3.










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/A 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. LewisRobert G. LewisChief Financial Officer











April 11, 2011










EXHIBITSDOCUMENTS FILED AS PART OF THIS REPORT





99.1
Amended Annual Information Form of the Registrant for the year ended December 31, 2010.99.2*
Consolidated Financial Statements for the years ended December 31, 2010 and 2009.99.3*
Management’s Discussion and Analysis of Financial Position and Results of Operations.99.4
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 2002.99.7
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 2002.99.8*
Consent of DeVisser Gray LLP Chartered Accountants.99.9
Consent of Peter George, B.Sc., P.Geo. of Geoex Limited, principal author of NI 43-101 Technical Report - Phoenix Gold Property99.10*
Amended and Restated Code of Business Conduct and Ethics (the “Code”) that applies to all the Company’s directors, executive officers and employees.








* Previously filed with Registrant's Form 40-F on March 31, 2011