UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
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 the fiscal
      year ended December 31, 2008
            Commission File Number
      0-25542





_________________




DUNDEE
CORPORATION


(Exact
name of registrant as specified in its charter)




Province
      of Ontario, Canada
              (Province
      or other jurisdiction of
              incorporation
      or organization)
            6282
              (Primary
      Standard
              Industrial
      Classification
              Code
      Number)
            Not
      Applicable
              (I.R.S.
      Employer
              Identification
      No.
              (if
      applicable))




1
Adelaide Street East, 28th Floor


Toronto,
Ontario


Canada  M5C
2V9


(416)
863-6990




(Address
and telephone number of Registrant’s principal executive offices)




_________________




CT
Corporation System


1015 15th
Street, NW, Suite 1000


Washington,
D.C.


20005




(202)
572-3100




(Name,
address (including zip code) and telephone number (including area
code)


of agent
for service in the United States)


_________________




copies
to:




Joanne
      Ferstman
              Executive
      Vice President,
              Chief
      Financial Officer and Corporate Secretary
              1
      Adelaide Street East, 28th Floor
              Toronto,
      Ontario
              Canada  M5C
      2V9
            Ramandeep
      Grewal
              Stikeman
      Elliott LLP
              Barristers
      & Solicitors
              5300
      Commerce Court West
              199
      Bay Street
              Toronto,
      Ontario
              Canada  M5L
      1B9







Securities
registered or to be registered pursuant to Section 12(b) of the
Act.







Title
      of each class
            
            Name
      of each exchange on which registeredNot
      applicable
            
            Not
      applicable







Securities
registered or to be registered pursuant to Section 12(g) of the
Act.




Class
      A subordinate voting shares with no par value(Title
      of Class)







Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.




Not
      applicable(Title
      of Class)







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.




71,139,788
      Class A subordinate voting shares and 3,119,788 Class B common
      shares.







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
Rule 12g3-2(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
            
            82-
            
            
            No
            X







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.




Yes
            X
            
            No




ii


TABLE
      OF CONTENTSCAUTION
      REGARDING FORWARD-LOOKING STATEMENTS
              1DISCLOSURE
      CONTROLS AND PROCEDURES
              2MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
              2ATTESTATION
      REPORT OF THE PUBLIC ACCOUNTING FIRM
              2CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING
              2AUDIT
      COMMITTEE FINANCIAL EXPERT
              3CODE
      OF ETHICS
              3PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              4PRE-APPROVAL
      OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT
      AUDITORS
              4OFF-BALANCE
      SHEET ARRANGEMENTS
              5CONTRACTUAL
      OBLIGATIONS
              5UNDERTAKING
              5SIGNATURE
              6EXHIBIT
      INDEX
              7







CAUTION
REGARDING FORWARD-LOOKING STATEMENTS






This
      annual report on Form 40-F includes, and other public communications by
      Dundee Corporation, including other documents filed with the Canadian
      securities regulators, the SEC or stock exchanges may include, forward
      looking statements.  All such statements are made pursuant to
      the “safe harbour” provisions of applicable Canadian and U.S. securities
      laws.  Forward looking statements may include, but are not
      limited to statements about anticipated future events including comments
      with respect to our objectives and priorities for 2009 and beyond,
      strategies or further actions with respect to the Company, its products
      and services, business operations, financial performance and
      condition.  Forward-looking statements are statements that are
      predictive in nature, depend upon or refer to future events or conditions
      or include words such as “expects”, “anticipates”, “intends”, “plans”,
      “believes”, “estimates” or similar expressions.  Such statements
      are based on current expectations of management of the Company and
      inherently involve numerous risks and uncertainties, known and unknown,
      including economic factors and those affecting the financial services
      industry generally.  The forward-looking information contained
      in this annual report on Form 40-F is presented for the purpose of
      assisting our shareholders in understanding our business and strategic
      priorities and objectives as at the periods indicated and may not be
      appropriate for other purposes.
              
              The
      risks, uncertainties and other factors that may influence actual results
      are referenced in the Risk Factor section of the Company’s Annual
      Information Form attached as Exhibit 99.1 and in the section entitled
      “Managing Risk” in the Company’s Management’s Discussion and Analysis
      which is attached as Exhibit 99.3.  Actual results may differ
      materially from the forward looking statements contained in this Annual
      Report on Form 40-F, depending upon, among other factors, general economic
      and market conditions, our ability to execute our strategic plans and meet
      financial obligations, the performance of the Company’s principal
      subsidiaries and the Company’s ability to raise additional capital;
      creating, attracting and retaining assets under management and assets
      under administration; competition faced by the Company; regulation of the
      Company’s businesses; risks associated with the Company’s real estate and
      resources businesses, and the Company’s investment holdings in general
      including risks associated with oil and gas and mining exploration and
      development activities, environmental risks, inflation, changes in
      interest rates, commodity prices, and other financial exposures;
      maintenance of minimum regulatory capital requirements for certain of the
      Company’s subsidiaries; and the ability of the Company and its
      subsidiaries to attract and retain key personnel.  The preceding
      list is not exhaustive of all possible risk factors that may influence
      actual results, and are identified based upon information available as of
      March 31, 2009.
              
              Assumptions
      about the future performance of the Canadian and U.S. economies were
      material factors considered by management when setting the Company’s
      strategic priorities and objectives, and when determining our financial
      targets.  In determining our expectations for economic growth in
      the financial services, real estate and resources sectors, we considered
      historical economic data provided by the Canadian government and its
      agencies, and current market conditions including the status of the
      current credit crisis.
              
              These
      forward-looking statements are not guarantees of future performance and
      actual events and results could differ materially from those expressed or
      implied by forward-looking statements made by the
      Company.  Prospective investors are cautioned to consider these
      and other factors carefully when making decisions with respect to the
      Company and not place undue reliance on forward-looking
      statements.  As evidenced by the events of the past year and the
      recent market crisis, circumstances affecting the Company may change
      rapidly.  Except as may be required by applicable law, the
      Company does not undertake any obligation to update publicly or revise any
      such forward-looking statements, whether as a result of new information,
      future events or otherwise.




1


DISCLOSURE
CONTROLS AND PROCEDURES




In
accordance with the rules of the Securities and Exchange Commission, the Company
maintains disclosure controls and procedures and, under the supervision and with
the participation of its management, including its Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the design and
operation of these disclosure controls and procedures as of the end of the
period covered by this report.  Based on that evaluation, the
Company’s Chief Executive Officer and Chief Financial Officer concluded that, as
of December 31, 2008, the Company’s disclosure controls and procedures were
effective.




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company as defined in
Rule 13(a)-15(f) under the Securities Exchange Act of 1934, as
amended.  The Company’s internal control system 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 applicable accounting standards.




The
Company’s internal control over financial reporting includes policies and
procedures that: pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of
the Company and its consolidated entities; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in
Canada, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness 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.




Under the
supervision and with the participation of the Company’s Chief Executive Officer
and Chief Financial Officer, the Company’s management assessed the effectiveness
of the Company’s internal control over financial reporting as of December 31,
2008, based on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework.




Based on
this assessment, management concluded that the Company’s internal control over
financial reporting was effective as of December 31, 2008.




ATTESTATION
REPORT OF THE PUBLIC ACCOUNTING FIRM




The
Company is required to provide an auditor's report on internal control over
financial reporting for the fiscal year ended December 31, 2008. In this report,
the Company's independent auditor, PricewaterhouseCoopers LLP, must state its
opinion as to the effectiveness of the Company's internal control over financial
reporting as of December 31, 2008.  PricewaterhouseCoopers LLP has
audited the Company's consolidated financial statements included in this Annual
Report on Form 40-F and has issued a report on the effectiveness of the
Company's internal control over financial reporting, which is included in its
report on the Company's consolidated financial statements filed as an exhibit to
this Annual Report on Form 40-F.







CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING




There
have been no changes in the Company’s internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of 17 CFR
240.13a-15 or 240.15d-15 that occurred during the period covered by this annual
report that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.




2




AUDIT
COMMITTEE FINANCIAL EXPERT




The
Company has an audit committee established by the directors of the Company (the
“Audit Committee”).  The Audit Committee is comprised of the following
five directors of the Company:  K. Barry Sparks, Robert McLeish,
Normand Beauchamp, Garth A.C. MacRae and Ellis Jacob.  The board of
directors of the Company has determined that each of the members of the Audit
Committee has the necessary qualifications to be designated as an “Audit
Committee Financial Expert” of the Company as such term is defined in the Form
40-F.  All members of the Audit Committee have been deemed by the
board of directors of the Company to be independent of the Company as such term
is defined under the rules of the New York Stock Exchange.




The
Securities and Exchange Commission has indicated that the designation of a
member of the Audit Committee as an Audit Committee Financial Expert does not
make such member an “expert” for any purpose, does not impose any duties,
obligations or liabilities on such member that are greater than those imposed on
the member as a member of the Audit Committee and board of directors of the
Company nor does it affect the duties, obligations or liability of any other
member of the board of directors of the Company.




CODE
OF ETHICS




The
Company has not adopted a formal code of ethics as each of the senior executive
officers of the Company, as well as a number of the Company’s other officers,
directors and employees, are already subject to other codes of ethics or rules
of professional conduct.  Each of the senior executive officers listed
below holds a professional designation and is, therefore, subject to prescribed
standards of professional conduct  and/or a code of ethics relating to
such designation.  Accordingly, the Company’s board of directors has
determined that it not necessary to establish a separate corporate code of
ethics in order to ensure that the conduct of such officers is governed by
appropriate ethical standards and guidelines. The following are the codes of
ethics and rules of professional conduct to which each of the senior executive
officers of the Company is subject:




§
            The
      Chief Executive Officer of the Company is a member of the CFA Institute
      (formerly the Association of Investment Management and Research) and,
      accordingly, is subject to the Code of Ethics and Standards of
      Professional Conduct of the CFA Institute (the “CFA Code”).  The
      Chief Executive Officer is also subject to the Code of Ethics and
      Standards of Professional Conduct (the “Goodman Code”) of Goodman &
      Company, Investment Counsel Ltd., a subsidiary of the Company, adopted in
      January 1998, as updated, which meets the requirements of the CFA Code and
      the requirements of a model code for an investment counsel/portfolio
      manager in Canada.




§
            The
      Chief Financial Officer of the Company is a Chartered Accountant and is
      subject to the Professional Code of the Ordre des comptables agréés du
      Québec and is also subject to the Goodman
Code.




§
            The
      Vice President and the Controller of the Company is a Certified Management
      Accountant and is subject to the Code of Professional Ethics of The
      Society of Management Accountants of
Ontario.




Each of
the CFA Code, the Goodman Code and certain of the other codes or rules of
professional conduct noted above have provisions relating to, among other
things, compliance with applicable laws, rules and regulations, confidential
information, prohibition against insider trading and use of material non-public
information, prohibition against professional misconduct and conflicts of
interest.




A number
of the directors, officers, employees and financial advisors of certain
subsidiaries of the Company are also subject to one or more of the following:
the CFA Code, the Goodman Code, the rules and regulations of the securities
regulatory authorities in Canada, the Investment Industry Regulatory
Organization of Canada, the Mutual Fund Dealers Association of Canada and all
Canadian stock exchanges.




PRINCIPAL
ACCOUNTANT FEES AND SERVICES




During
2008 and 2007, the Company (and its subsidiaries that were audited by the
Company’s external auditor) paid the following fees to the Company’s external
auditors, for the following fee categories:


3




Fee
      Category
            
            2008 (Cdn. $)
            
            
            2007 (Cdn. $)Audit
      Fees
            
            
            2,472,575
            
            
            
            2,599,500Audit-Related
      Fees
            
            
            363,750
            
            
            
            389,760Tax
      Services Fees
            
            
            449,744
            
            
            
            307,781All
      Other Fees
            
            Nil
            
            
            
            42,074Total
      Fees
            
            
            3,286,069
            
            
            
            3,339,115




Audit
Fees
  Audit
fees include all fees paid to the Company’s external auditor for the audit of
the Company’s consolidated financial statements and other required
statutory/regulatory audits and filings of the Company and certain of its
subsidiaries.
  Audit-Related
Fees
  Audit-related
fees include all fees paid to the Company’s external auditor for audit-related
services including the review of the Company’s interim financial statements,
preparation and/or review of certain filings with Canadian securities
regulators, including comfort and consent letters, and accounting consultations
on matters addressed during the audit and interim reviews.
  Tax
Services Fees
  Tax
services fees include all fees paid to the Company’s external auditor for
tax-related advice including tax return preparation and/or review and tax
planning advice.
  All Other
Fees
  All other
fees include fees paid to the Company’s external auditors for products and
services other than those described under “Audit Fees”, “Audit-Related Fees” and
“Tax Fees” above.  In 2008, there were no services in this
category.
  PRE-APPROVAL
OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
 INDEPENDENT
AUDITORS
  The Audit
Committee has reviewed the magnitude and nature of all fees in respect of
services provided by the external auditors during the years ended December 31,
2008 and 2007 to ensure that they are compatible with maintaining the
independence of the external auditor.
  The
Company has established a policy in respect of the pre-approval of non-audit
services, including audit-related and tax services, to be provided by the
Company’s independent auditors.  The Audit Committee administers the
requirements of the Company’s policy.  Under the policy, the Audit
Committee will review annually the recurring audit fees for the coming
year.  The policy also requires that any audit, audit-related or tax
services proposed during the year be pre-approved by the Audit Committee,
evidenced by approval from the Chairman of the Audit Committee.
  The Audit
Committee approved100%of the fees paid to the
Company’s external auditors.
  OFF-BALANCE
SHEET ARRANGEMENTS
  Information
on the Company’s off-balance sheet arrangements is included in the Company’s
Management’s Discussion and Analysis for the year ended December 31, 2008, under
the caption “Off-Balance Sheet Arrangements”, which is attached as Exhibit 99.3
to, and incorporated by reference in, this report.
  CONTRACTUAL
OBLIGATIONS
  Information
on the Company’s contractual obligations is included in the Company’s
Management’s Discussion
and Analysis for the year ended December 31, 2008, under the caption,
“Contingencies and Commitments”, which is attached as Exhibit 99.3 to, and
incorporated by reference in, this report.


4


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


5


SIGNATURE




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.






DUNDEE
CORPORATION




By:            /s/Joanne
Ferstman


Joanne Ferstman


Executive Vice President,


Chief Financial Officer and Corporate
Secretary


Date:        April
8, 2009




6


EXHIBIT
INDEX




Exhibit
      No.
            Description99.1
            Annual
      Information Form, dated March 31, 2009, of Dundee
Corporation.99.2
            Audited
      consolidated financial statements of Dundee Corporation as of and for the
      year ended December 31, 2008, together with the auditor’s report thereon
      and the auditor’s report on the Company’s internal control over financial
      reporting.99.3
            Management’s
      Discussion and Analysis for the year ended December 31, 2008.99.4
            Consent
      of PricewaterhouseCoopers LLP.99.5
            Certifications
      required by Rule 13a-14(b) or Rule 15-14(b) and Section 1350 of Chapter 63
      of Title 18 of United States Code, pursuant to Section 302 of the Sarbanes-Oxley Actof
      2002.99.6
            Certifications
      required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 906 of
      the Sarbanes-Oxley Actof 2002.
















7