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 þAnnual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 For fiscal year ended:       March 31,
2011                                   Commission File number: 1-31402 CAE INC. (Exact name of Registrant as
specified in its charter)
 Canada (Province or Other Jurisdiction of Incorporation or
Organization)  3699 (Primary Standard Industrial Classification Code
Number, if applicable)  Not
Applicable (I.R.S. Employer Identification Number, if applicable)
  8585
Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6  514-341-6780 (Address and Telephone
Number of Registrant’s principal executive office) CT Corporation System, 111 Eighth Avenue, 13th
Floor, New York, NY  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 ClassName
of Each Exchange On
Which Registered Common Shares,                                                                                                                New
York Stock Exchange
including associated Common Share 
purchase rights pursuant to the Registrant’s Shareholder Rights Plan, which purchase rights 
will trade together with the Common Shares Securities registered or to
be registered pursuant to Section 12(g) of the Act:   none Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act:  none For annual reports, indicate by check mark the
information filed with this form: þAnnual Information FormþAudited 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:256,964,756
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 ̈Noþ


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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 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. YesþNo ̈  Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the Registrant was required to submit and post
such files). Yes ̈No ̈


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DISCLOSURE CONTROLS AND PROCEDURES  A. Evaluation of disclosure controls and procedures.Disclosure controls and procedures are designed to ensure that information
required to be disclosed by CAE Inc. (“CAE”) in reports filed with securities
regulatory agencies is recorded, processed, summarized and reported on a timely
basis and is accumulated and communicated to CAE’s management, including our
President and Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding disclosure.  Under the supervision of the
President and Chief Executive Officer and Chief Financial Officer, management
evaluated the effectiveness of CAE’s disclosure controls and procedures, as
defined in Rule 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as of March 31, 2011, the end of the
period covered by this Annual Report on Form 40-F.  The President and Chief
Executive Officer and the Chief Financial Officer concluded from the evaluation
that the design and operation of CAE’s disclosure controls and procedures were
effective as at March 31, 2011. B. Management’s report on
internal control over financial reporting.CAE’s management is responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act. CAE’s internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of CAE’s assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that CAE’s receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of CAE’s assets that could have a
material effect on the financial statements. Management evaluated the
effectiveness of CAE’s internal controls over financial reporting as of March
31, 2011, based on the framework and criteria set forth inInternal Control
– Integrated Frameworkissued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), and has concluded that CAE’s internal
control over financial reporting is effective as of the end of the period
covered by this Annual Report on Form 40-F. C. Attestation report of
the Independent Auditors.PricewaterhouseCoopers LLP, independent auditors
who audited and reported on CAE’s financial statements included in this annual
report, has issued an attestation report on  the effectiveness of CAE’s
internal control over financial reporting as of the end of the period covered
by this Annual Report on Form 40-F.  This attestation report is included
in Exhibit 99.2to thisAnnual
Report on Form 40-F. D. Changes in internal
control over financial reporting.There were no changes to CAE’s internal
control over financial reporting during the year ended March 31, 2011 that
have materially affected, or are reasonably likely to materially affect, CAE’s
internal control over financial reporting.


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E.
Limitations on the effectiveness of controls.A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance with respect to the reliability of financial reporting and financial
statement preparation.  Accordingly, CAE’s management, including our President
and Chief Executive Officer and our Chief Financial Officer, does not expect
that CAE’s internal control over financial reporting will prevent or detect all
errors and all fraud. CAE will continue to
periodically review its disclosure controls and procedures and internal control
over financial reporting and may make modifications from time to time as
considered necessary or desirable. AUDIT COMMITTEE
FINANCIAL EXPERT CAE’s board of directors has
determined that it has at least one audit committee financial expert serving on
its audit committee. The board of directors has determined that Mr. James
F. Hankinson is an audit committee financial expert within the meaning of
General Instruction B(8)(a) of Form 40-F and is independent as that term is
defined by the New York Stock Exchange’s corporate governance standards
applicable to CAE. The Securities and Exchange
Commission (the “Commission”) has indicated that the designation of a person as
an audit committee financial expert does not impose on such person any duties,
obligations or liability that are greater than those imposed on such person as
a member of the audit committee and the board of directors in the absence of
such designation and does not affect the duties, obligations or liability of
any other member of the audit committee or board of directors. CODE OF ETHICS CAE has a code of ethics
entitled “Code of Business Conduct”. The Code of Business Conduct applies to
all officers and employees of CAE, including CAE’s principal executive officer,
principal financial officer, principal accounting officer, agents,
representatives, contractors, suppliers and consultants. CAE also has a code of
ethics called the Board Member Code of Conduct for members of its board of
directors.  The Code of Business Conduct and the Board Member Code of Conduct
are available at CAE’s Internet website,www.cae.com, in the Corporate
Governance section. Amendments to the Code of Business Conduct and waivers, if
any, for executive officers will be disclosed on CAE’s website.  Unless
specifically referred to herein, the information on CAE’s website shall not be
deemed to be incorporated by reference in this annual report. PRINCIPAL
ACCOUNTANT FEES AND SERVICES The disclosure provided under
section11 “Approval Of Services” on page 54
of Exhibit 99.1, Annual Information Form, providing details on the fees billed
by PricewaterhouseCoopers LLP, the Company’s principal accountant, to CAE in
each of the years ended March 31, 2011 and March 31, 2010 for professional
services rendered to CAE, is incorporated by reference herein.


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AUDIT
COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES The disclosure provided under
section11“Approval of Services” on
page54of Exhibit 99.1, Annual
Information Form, is incorporated by reference herein. None of the services described
above under the captions “Audit-Related Fees” or “Tax Fees” were approved by
the Audit Committee pursuant to the de minimis exemption to the pre-approval
requirements provided by paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X. OFF-BALANCE
SHEET ARRANGEMENTS The disclosure provided under
section 7.3 “Off-Balance Sheet Arrangements” on page 32 of Exhibit 99.3,
Management’s Discussion and Analysis, is incorporated by reference herein. CONTRACTUAL
OBLIGATIONS The disclosure provided under
section 6.4  “Contractual Obligations” on page 29 of Exhibit 99.3,
Management’s Discussion and Analysis, is incorporated by reference herein. IDENTIFICATION
OF THE AUDIT COMMITTEE CAE has a separately-designated standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act.  CAE’s
Audit Committee is, as of the date hereof, comprised of the following
directors:  John A. Craig, H. Garfield Emerson, Paul Gagné, James F. Hankinson
and Katharine B. Stevenson.


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UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS A.            Undertaking CAE
Inc. (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 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 Commission a Form F-X in connection
with the Common Shares, including the associated Common Share purchase rights
pursuant to the Registrant’s Shareholder Rights Plan, which purchase rights
trade together 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. Date:   June 27, 2011CAE
INC.   By:/s/
Hartland Paterson___________________ Name:  Hartland
J. A. Paterson Title:
   Vice President Legal, General Counsel & Corporate Secretary


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EXHIBIT INDEX   Exhibit No.
 Description
  99.1
 Annual Information Formfor
  the fiscal year ended March 31, 2011, dated June 16, 201199.2
 Audited annual financial statements for the fiscal year ended March
  31, 201199.3
 Management’s Discussion and Analysis for the fiscal year ended March
  31, 201199.4
 Consent of PricewaterhouseCoopers LLP99.5
 Certification of Marc Parent required by Rule 13a-14(a) or Rule
  15d-14(a)99.6
 Certification of Stéphane Lefebvre required by Rule 13a-14(a) or Rule
  15d-14(a)99.7
 Certification of Marc Parent pursuant to 18 U.S.C. Section 1350, as
  enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.8
 Certification of Stéphane Lefebvre pursuant to 18 U.S.C. Section
  1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.9
 Notice and Proxy Informational Circular dated June 15, 2011
  (incorporated by reference to CAE’s Form 6-K (commission file no. 1-31402)
  furnished to the Commission on June 27, 2011


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