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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
 þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
 For the fifteen months ended: December 31, 2006
 Commission file number: 000-24443
 DENISON MINES CORP.
  Ontario, Canada
 1090
 Not Applicable
 Atrium on Bay, 595 Bay Street, Suite 402, Toronto, Ontario M5G 2C2; Phone number: 416-979-1991
 Denison Mines (USA) Corp.
1050 17 th Street, Suite 950
Denver, CO 80265
Phone: 303-628-7798
 Not applicable.
 Common Stock without par value.
 Not
applicable.
  þ þ
 178,142,682
  o þ
  þ o




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TABLE OF CONTENTS
 DISCLOSURE CONTROLS AND PROCEDURES
    3AUDIT COMMITTEE FINANCIAL EXPERT
    4CODE OF ETHICS
    5PRINCIPAL ACCOUNTANT FEES AND SERVICES
    5OFF-BALANCE SHEET ARRANGEMENTS
    6TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
    6IDENTIFICATION OF THE AUDIT COMMITTEE
    6UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
    6SIGNATURES
    7EXHIBIT INDEX
    8Annual Information Form for the 15 Months Ended December 31, 2006Managements Discussion and Analysis from the 2006 Annual Report to ShareholdersAudited Financial StatementsCode of EthicsConsent Letter from PricewaterhouseCoopers LLPOfficers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
63 of Title 18 of the United States Code
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INTRODUCTION
  DISCLOSURE CONTROLS AND PROCEDURES
 A. Evaluation of Disclosure Controls and Procedures
   B. Managements Annual Report on Internal Control Over Financial Reporting
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C. Attestation Report of the Registered Public Accounting Firm
  D. Changes in Internal Control Over Financial Reporting
  AUDIT COMMITTEE FINANCIAL EXPERT
  Education & experience relevant toMember Name
    
    performance of audit committee dutiesPaul F. Little
    
    
    
    Chartered Accountant (ICAO)
    
    M.B.A. (Finance)
    
    Held position of Chief Financial
Officer of one public company and two private
companies.Catherine J.G. Stefan,
    
    
    
    Chartered Accountant (ICAO)Chair of the Audit Committee
    
    
    
    B.Comm
    
    Held position of Chief Operating
Officer of O&Y Properties Inc., President of
Stefan & Associates and Executive
Vice-President of Bramalea Group, Chair, Tax
Committee of the Canadian Institute of Public
Real Estate Companies (CIPREC).William R. Rand
    
    
    
    B.Comm (Accounting)
    
    Has served on audit committees of a
number of public companies
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CODE OF ETHICS
 http://www.denisonmines.com
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    Fees(2)
    
    Tax Fees(3)
    
    All Other Fees(4)September 30, 2005
    
    $
    68,805
    
    
    $
    17,202
    
    
    $
    28,891
    
    
    NilDecember 31, 2006
    
    $
    79,075
    
    
    $
    93,821
    
    
    $
    33,183
    
    
    $
    37,504
 
 Notes:(1)
    
    The aggregate fees billed for audit services. Corresponding amounts for DMI are as
follows: (i) for 2006, $65,894; and (ii) for 2005, $50,000.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the companys financial statements and
are not disclosed in the Audit Fees column. Corresponding amounts for DMI are as follows: (i)
for 2006, $49,334 and (ii) for 2005, $17,467.(3)
    
    The aggregate fees billed for tax compliance, tax advice, and tax planning services.
Corresponding amounts for DMI are as follows: (i) for 2006, $32,717 and (ii) for 2005,
$9,470.(4)
    
    The aggregate fees billed for professional services other than those listed in the
other three columns for 2006, all of which amount was billed on account of services relating
to the Denison Arrangement. Corresponding amounts for DMI are as follows: (i) for 2006,
$111,640 and (ii) for 2005, $4,126. DMI amounts in 2006 were billed on account of services
relating to DMIs public offering completed in March 2006, as to $87,830, and on account of
services relating to the Denison Arrangement, as to $23,810.   2005
    
    2006Audit Related Fees:
    
    
    100
    %
    
    
    100
    %Tax Fees:
    
    
    100
    %
    
    
    100
    %All Other Fees:
    
    
    N/A
    
    
    
    100
    %
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OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
   Less Than
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    One Year
    
    1-3 Years
    
    4-5 Years
    
    5 YearsOperating lease
obligations
    
    $
    1,365,000
    
    
    $
    249,000
    
    
    $
    375,000
    
    
    $
    239,000
    
    
    $
    502,000
 IDENTIFICATION OF THE AUDIT COMMITTEE
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process
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SIGNATURES
   By:
    
    /s/ E. Peter FarmerTitle:
    
    Chief Executive OfficerDate:
    
    March 30, 2007
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99.1
    
    Annual Information Form for the 15 Months Ended December 31, 200699.2
    
    Managements Discussion and Analysis99.3
    
    Audited Annual Financial Statements (see Note 26 for
a Reconciliation of financial statements to US GAAP).99.4
    
    Code of Ethics99.5
    
    Consent of PricewaterhouseCoopers LLP99.6
    
    Officers Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 193499.7
    
    Officers Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code
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