UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

(Check One)

£    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 Fiscal year ended: December 31, 2008 | Commission File number: No. 001-33086
|---------------------------------------- | -------------------------------------

LUNDIN MINING CORPORATION(Exact name of registrant as specified in its charter)

Canada 
 (Province or other jurisdiction of incorporation or organization)

1000 
 (Primary standard industrial classification code number)

Not applicable 
 (I.R.S. employer identification number)

150 King Street West 
Suite 1500 
Toronto, Ontario 
Canada M5H 1J9 
(416) 342-5560(Address and telephone number of registrant's principal executive office)

CT Corporation System 
111 Eighth Avenue 
New York, New York 10011 
(212) 894-8700(Name, address and telephone number 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 registered:
|-------------------- | ------------------------------------------
|Common Shares        | New York Stock Exchange                   

|Securities registered or to be registered pursuant to Section 12(g) of the Act:            | Not Applicable
|------------------------------------------------------------------------------------------ | --------------
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: | Not Applicable

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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:

Common Shares outstanding as of December 31, 2008: 487,433,771

Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If
"Yes" is marked, indicate the file number assigned to the registrant in connection with such rule.

|Yes £ | No x
|----- | ----

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the proceeding 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 in the past 90 days.

|Yes x | No    £
|----- | -------

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DISCLOSURE CONTROLS AND PROCEDURES

Lundin Mining Corporation (the "Registrant") maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of
1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission (the "SEC"). The Registrant's Chief Executive Officer and Chief
Financial Officer have evaluated the effectiveness of the Registrant's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and have concluded that, as of
such date, the Registrant's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in reports it files or furnishes under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC.

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Managements Report on Internal Control Over Financial Reporting

The Registrants management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). The
Registrants internal control over financial reporting is a process designed 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. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Registrant; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the Registrant are being made only in accordance with authorizations of management and directors of the Registrant; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Registrants assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal controls over financial reporting
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.

The Registrants management has evaluated the effectiveness of the Registrants internal control over financial reporting as of December 31, 2008 based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Registrants management, including the Chief Executive Officer and Chief Financial Officer, concluded
that the Registrants internal control over financial reporting was effective as of December 31, 2008.

The effectiveness of the Registrants internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in
their report included with the Registrants Audited Financial Statements, which are an exhibit to this Annual Report on Form 40-F.

Changes in Internal Control Over Financial Reporting

Except as disclosed under "Managements Report on Internal Controls  Controls and Procedures  Changes in internal control over financial reporting in the Registrant's Management's Discussion and
Analysis of Results of Operations and Financial Condition, which is an exhibit to this Annual Report on Form 40-F, there was no change in the Registrant's internal control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's Board of Directors has determined that all members of the Audit Committee of the Board of Directors are financially literate within the meaning of the New York Stock Exchanges listing standards
and that at least one member serving on its Audit Committee qualifies as an "audit committee financial expert" as such term is defined in the rules and regulations under the Exchange Act. Dale C. Peniuk has been determined to be such audit committee
financial expert and is independent, within the meaning of the New York Stock Exchanges listing standards applicable to the Registrant.

The SEC has indicated that the designation of Mr. Peniuk as an audit committee financial expert does not make him an "expert" for any purpose, impose on him any duties, obligations or liability that are greater than the
duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of
Directors.

CODE OF ETHICS

The Registrant has adopted a Code of Ethics entitled "Code of Conduct and Ethical Values Policy" that applies to all directors, officers and employees of the Registrant, including its principal executive officer and
principal financial officer. A copy of this Code of Ethics is available on the Registrants website at www.lundinmining.com. The contents of the Registrants website are not and shall not be deemed to be incorporated by reference in this
Annual Report on Form 40-F or any filing which incorporates this Annual Report on Form 40-F.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

See Item 10.7, "Audit Committee  External Auditor Service Fees (By Category)," of the Registrants Annual Information Form, which is an exhibit to this Annual Report on Form 40-F.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

The Registrant's Audit Committee pre-approves all audit services and permitted non-audit services provided to the Registrant by PricewaterhouseCoopers LLP. The Audit Committee has delegated to the Chair of the Audit
Committee, who is independent, the authority to act on behalf of the Audit Committee with respect to the pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time. Any approvals by the Chair are
reported to the full Audit Committee at its next meeting. None of the services described in the Annual Information Form under "Principal Accountant Fees and Services" under the captions "Audit-Related Fees," "Tax Fees" and "All other Fees" were
approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

See note 16 to the Registrant's Audited Financial Statements for the Years Ended December 31, 2008 and 2007, which is an exhibit to this Annual Report on Form 40-F and Off-Balance Sheet Financing
Arrangements of the Registrants Managements Discussion and Analysis of Results of Operations and Financial Condition, which is an exhibit to this Annual Report on Form 40-F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See "Contractual Obligations and Commitments" of the Registrants Managements Discussion and Analysis of Results of Operations and Financial Condition, which is an exhibit to this Annual Report on Form 40-F.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Dale C. Peniuk (Chairman), Donald K.
Charter and William A. Rand.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the SEC staff,
information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

B. Consent to Service of Process

The Registrant has previously filed with the SEC a Form F-X in connection with the Common Shares.

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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.

LUNDIN MINING CORPORATION

Date: March  31, 2009

By:  /s/ Philip J. Wright
        Name: Philip J. Wright 
        Title: Chief Executive Officer

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EXHIBIT INDEX

|Exhibits | Description                                                                                                                                                                                                                                                         
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                     
|1.*      | Annual Information Form for the
      Year Ended December 31, 2008                                                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                     
|2.       | Managements Discussion and Analysis of Results
      of Operations and Financial Condition (incorporated by reference to
      Exhibit 99.2 of the Registrants Form 6-K
      furnished to the Commission on February 27, 2009)                                   
|         |                                                                                                                                                                                                                                                                     
|3.       | Audited Financial Statements for the Years
      Ended December 31, 2008 and 2007 together with the Auditors Report
      thereon (incorporated by reference to
      Exhibit 99.1 of the Registrants Form 6-K furnished to the Commission on
      March 6, 2009)
|         |                                                                                                                                                                                                                                                                     
|23.1*    | Consent Letter from PricewaterhouseCoopers LLP                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                     
|23.2*    | Letter of consent of Mark Owen                                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                     
|23.3*    | Letter of consent of Owen Mihalop                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                     
|23.4*    | Letter of consent of Juan
      Alverez                                                                                                                                                                                                                             
|         |                                                                                                                                                                                                                                                                     
|23.5*    | Letter of consent of Juan Pablo Gonzalez                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                     
|23.6*    | Letter of consent of Neil Burns                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                     
|23.7*    | Letter of consent of Per Hedström                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                     
|23.8*    | Letter of consent of Lars
      Malmström                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                     
|23.9*    | Letter of consent of John Nilsson                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                     
|23.10*   | Letter of consent of Ronald G.
      Simpson                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                     
|23.11*   | Letter of consent of William C. McKenzie                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                     
|23.12*   | Letter of consent of Stephen
      Gatley                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                     
|23.13*   | Letter of consent of Sia Khosrowshahi                                                                                                                                                                                                                               
|         |                                                                                                                                                                                                                                                                     
|23.14*   | Letter of consent of Doug Syme                                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                     
|99.1*    | Certifications pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                     
|99.2*    | Certifications pursuant to 18 U.S.C. Section
      1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                       

* filed herewith

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