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U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 40-F
 Check One
 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 fiscal year ended August 31, 2010
    
    Commission File Number: 001-14684


Shaw Communications Inc.





N/A





Alberta, Canada





4841





N/A





Suite 900, 630  3 rd Avenue S.W., Calgary, Alberta, Canada T2P 4L4
(403) 750-4500





CT Corporation System, 111 Eighth Avenue, 13 th Floor, New York, NY 10011 (212) 894-8940







Title of each class
    
    Name of each exchange on which registeredClass B Non-Voting Participating Shares
    
    New York Stock Exchange





None







6.10% Senior Notes due 2012
7.5% Senior Notes due 2013
6.15% Senior Notes due 2016
5.70% Senior Notes due 2017
6.50% Senior Notes due 2014
5.65% Senior Notes due 2019
6.75% Senior Notes due 2039







þ þ




Class A Participating Shares 
    
    
    22,520,064
    
    
    issued and outstandingClass B Non-Voting Participating Shares -
    
    
    410,622,001
    
    
    issued and outstanding


Exchange Act).


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2


TABLE OF CONTENTS  SIGNATURESEXHIBITSEX-99.1EX-99.2EX-99.3EX-99.4EX-99.5EX-99.6    Table of Contents  DISCLOSURE CONTROLS AND PROCEDURES
  MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROLS




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3 AUDITOR ATTESTATION
  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  IDENTIFICATION OF THE AUDIT COMMITTEE
  AUDIT COMMITTEE FINANCIAL EXPERT
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Sarbanes-Oxley Act
 Type of Service
    
    Fiscal 2010
    
    Fiscal 2009Audit Fees
    
    $
    2,058,600
    
    
    $
    2,026,295Audit-related Fees
    
    
    235,031
    
    
    
    Tax Fees
    
    
    382,029
    
    
    
    21,010All Other Fees
    
    
    16,425
    
    
    
    Total
    
    $
    2,692,085
    
    
    $
    2,047,305




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4  de minimus
 CODE OF ETHICS
 www.shaw.ca
 OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS




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5 
 SIGNATURES
  SHAW COMMUNICATIONS INC.By:
    /s/ Steve WilsonSteve Wilson,Senior Vice President and Chief
Financial Officer




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EXHIBITS
  Exhibit Number
    
    Document1.
    
    Audited consolidated balance sheets of the Registrant as at
August 31, 2010 and 2009 and statements of income and retained earnings (deficit),
statements of comprehensive income and accumulated other comprehensive income
(loss), and statements of cash flows for the years ended August 31, 2010, 2009 and 2008,
together with the notes thereto and the auditors report thereon.2.
    
    Managements   Discussion   and   Analysis  of the   financial
condition   and operations of the Registrant with respect to the year ended August 31, 2010.3.
    
    Annual Information Form for the fiscal year ended August 31, 2010.4.
    
    Consent of Ernst & Young LLP.5.
    
    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 dated November 5, 2010.6.
    
    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 dated November 5, 2010.