UNITED STATES






SECURITIES AND EXCHANGE COMMISSION






Washington, D.C. 20549






FORM 40-F/A


(Amendment No. 1)






[   ] 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, 2011






Commission file number: 0-22216











Canadian Zinc Corporation






(Exact Name of Registrant as Specified in its Charter)




British Columbia, Canada
1400
N/A(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code)
(I.R.S. Employer Identification No.)




650 West Georgia Street, Suite 1710






Vancouver, British Columbia, Canada V6B 4N9






(604) 688-2001






(Address and Telephone Number of Registrant’s Principal Executive Offices)




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CT Corporation System


111 Eighth Avenue, New York, NY 10011


(212) 590-9070


(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: None






Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, no par value






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: As at December 31, 2011, 143,109,112 common shares of the Registrant were issued and outstanding.






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






Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).






[   ] Yes [   ] No












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EXPLANATORY NOTE






Canadian Zinc 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 pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange 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 under the Exchange Act.






The Company is filing this Amendment No. 1 to its annual report on Form 40-F, as originally filed on March 19, 2012, to file and amend the Management Discussion and Analysis (“MD&A”) dated March 15, 2012, included as an Exhibit filed as part of Form 40-F. The original Exhibit did not include the section – “Selected Annual Financial Information”, which can now be found on page 18 of the amended MD&A filed as Exhibit 99.3.






Other than expressly set forth above, this Amendment No. 1 does not, and does not purport to, update or restate the information in any Item of the annual report that was originally filed on March 19, 2012 or to reflect any events that have occurred after the annual report was filed.






The filing of this Amendment No. 1 shall not be deemed an admission that the annual report included any untrue statement of material fact or omitted to state a material fact necessary to make a statement not misleading.






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.




CANADIAN ZINC CORPORATIONBy:
/s/ John F. KearneyName:
John F. KearneyTitle:
President and Chief Executive Officer




Date: March 22, 2012




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EXHIBIT INDEX






The following exhibits have been filed as part of this annual report on Form 40-F/A:




Exhibit
DescriptionAnnual Information99.1.*
Annual Information Form of the Company for the year ended December 31, 201199.2.*
Audited financial statements of the Company and notes thereto for the years ended December 31, 2011 and 2010 together with the report of the auditors thereon99.3.**
Management’s Discussion and Analysis for the years ended December 31, 2011 and 2010 - AmendedCertifications99.4.**
Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.5.**
Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.6.**
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 2002Consents99.8.*
Consent of Ernst & Young LLP99.9.*
Consent of Alan B. Taylor





* Previously Filed


** Filed Herewith


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