##### 



Exhibit 99.5
 CERTIFICATION
REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)
  1.
    
    I have reviewed this annual report on Form 40-F of Denison Mines Corp.;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer
as of, and for, the periods presented in this report;4.
    
    The issuers other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
issuer and have:
 (a)
    
    Designed such disclosure controls
and procedures, or caused such
disclosure controls and procedures
to be designed under our
supervision, to ensure that
material information relating to
the issuer, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this report is
being prepared;(b)
    
    Designed such internal control over
financial reporting, or caused such
internal control over financial
reporting to be designed under our
supervision, to provide reasonable
assurance regarding the reliability
of financial reporting and the
preparation of financial statements
for external purposes in accordance
with generally accepted accounting
principles.(c)
    
    Evaluated the effectiveness of the
issuers disclosure controls and
procedures and presented in this
report our conclusions about the
effectiveness of the disclosure
controls and procedures, as of the
end of the period covered by this
report based on such evaluation;
and(d)
    
    Disclosed in this report any change
in the issuers internal control
over financial reporting that
occurred during the period covered
by the annual report that has
materially affected, or is
reasonably likely to materially
affect, the issuers internal
control over financial reporting;
and
 5.
    
    The issuers other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the issuers auditors and the
audit committee of the issuers board of directors (or persons performing the equivalent
functions):
 (a)
    
    All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuers ability to record, process, summarize
and report financial information; and(b)
    
    Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuers internal control over
financial reporting.
  /s/ E. Peter FarmerName:
    E. Peter FarmerTitle:
    Chief Executive Officer




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CERTIFICATION
REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)
  1.
    
    I have reviewed this annual report on Form 40-F of Denison Mines Corp.;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer
as of, and for, the periods presented in this report;4.
    
    The issuers other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
issuer and have:
 (a)
    
    Designed such disclosure controls
and procedures, or caused such
disclosure controls and procedures
to be designed under our
supervision, to ensure that
material information relating to
the issuer, including its
consolidated subsidiaries, is made
known to us by others within those
entities, particularly during the
period in which this report is
being prepared;(b)
    
    Designed such internal control over
financial reporting, or caused such
internal control over financial
reporting to be designed under our
supervision, to provide reasonable
assurance regarding the reliability
of financial reporting and the
preparation of financial statements
for external purposes in accordance
with generally accepted accounting
principles(c)
    
    Evaluated the effectiveness of the
issuers disclosure controls and
procedures and presented in this
report our conclusions about the
effectiveness of the disclosure
controls and procedures, as of the
end of the period covered by this
report based on such evaluation;
and(d)
    
    Disclosed in this report any change
in the issuers internal control
over financial reporting that
occurred during the period covered
by the annual report that has
materially affected, or is
reasonably likely to materially
affect, the issuers internal
control over financial reporting;
and
 5.
    
    The issuers other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the issuers auditors and the
audit committee of the issuers board of directors (or persons performing the equivalent
functions):
 (a)
    
    All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuers ability to record, process, summarize
and report financial information; and(b)
    
    Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuers internal control over
financial reporting.
  /s/ James R. AndersonName:
    James R. AndersonTitle:
    Executive Vice President
and Chief Financial Officer