UNITED
STATES


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




or




þ
            Annual
      report pursuant to Section 13(a) or 15(d) of the Securities Exchange
      Act of 1934




For fiscal year
      ended:
              December 31,
    2008Commission file
      number:
              1-31956





CLAUDE
RESOURCES INC.


(Exact
name of registrant as specified in its charter)


Canada


(Province
or other jurisdiction of incorporation or organization)


1040


(Primary
standard industrial classification code number)


Not
applicable


(I.R.S.
employer identification number)


224
4thAvenue South, Suite 200


Saskatoon,
Saskatchewan


S7K
5M5  Canada


(306)
668-7505


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




CT
Corporation System


111
Eighth Avenue, 13th
Floor


New
York, NY  10011


(212)
894-8700


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


of
agent for service in the United States)




Securities
registered pursuant to Section 12(b) of the Act:


Title of each
      class:
              Name of each
      exchange on which registered:Common
      Shares
              NYSE
  Amex


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




For
annual reports, indicate by check mark the information filed with this
form:




þ           Annual
Information
Form                                                      þ           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                                                      97,112,030




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           o                                           No           þ




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 preceding 12
months (or for such shorter period that the registrant has been required to file
such reports); and (2) has been subject to such filing requirements in the past
90 days.




Yes           þ                                           No           o














DISCLOSURE
CONTROLS AND PROCEDURES




Claude
Resources Inc. (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 periods
specified in the rules and forms of the Securities and Exchange Commission (the
“SEC”).  The Registrant’s Chief Executive Officer and Chief Financial
Officer, after having evaluated the effectiveness of the Registrant’s disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report have concluded
that, as of such date, the Registrant’s disclosure controls and procedures were
adequate and effective to ensure that material information relating to the
Registrant and its consolidated subsidiaries would be made known to them by
others within those entities.  However, as recommended by the SEC in
its adopting release, the Registrant will continue to periodically evaluate its
disclosure controls and procedures and will make modifications from time to time
as deemed necessary to ensure that information is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.




The
Registrant’s management, including the Chief Executive Officer and Chief
Financial Officer, does not expect that its disclosure controls and procedures
or internal controls and procedures will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Registrant have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.




MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




The
Registrant’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.




The
Registrant’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 the Registrant’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
the Registrant’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 the Registrant’s assets that could have a material effect
on the financial statements.







Under
the supervision and with the participation of the Registrant’s President and
Chief Executive Officer and Chief Financial Officer and Vice President Finance,
management conducted an evaluation of the effectiveness of the Registrant’s
internal control over financial reporting, as of the end of the period covered
by this annual report, based on the framework set forth in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).Based on its evaluation
under this framework, management concluded that the Registrant’s internal
control over financial reporting was effective as of the end of the period
covered by this annual report.




KPMG
LLP, the Registrant’s independent registered public accounting firm, audited the
consolidated annual financial statements included as Exhibit 99.2 to this annual
report on Form 40-F and has issued an attestation report on management’s
assessment of the Registrant’s internal control over financial reporting, dated
March 27, 2009, included as Exhibit 99.10 hereto.




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING




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.




AUDIT
COMMITTEE FINANCIAL EXPERT




The
Registrant’s Board of Directors has determined that it has at least one audit
committee financial expert (as such term is defined in the rules and regulations
of the SEC) serving on its Audit Committee.  Ronald J. Hicks has been
determined to be such audit committee financial expert and is independent (as
such term is defined by the NYSE Alternext US corporate governance standards
applicable to the Registrant).




The
SEC has indicated that the designation of Ronald J. Hicks 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 the 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 that applies to all directors, officers
and employees of the Registrant.  A copy of this Code of Ethics can be
obtained, free of charge, by contacting the Registrant at (306)
668-7505.









PRINCIPAL
ACCOUNTANT FEES AND SERVICES




The
following table sets out the fees billed in Canadian dollars, to the Registrant
by KPMG LLP and its affiliates for professional services rendered in each of the
years ended December 31, 2008 and 2007.  During these years, KPMG LLP
was our only external auditor.




2008
                
                
                2007Audit
      Fees
                
                $
                270,000
                
                
                $
                178,250Audit-Related
      Fees(1)
                
                $
                46,500
                
                
                $
                15,000Tax
      Fees(2)
                
                $
                18,000
                
                
                $
                15,000All
      Other
      Fees
                
                $
                0
                
                
                $
                0Total
                
                $
                334,500
                
                
                $
                208,250





(1)
            Audit-related
      fees are comprised of KPMG LLP services in respect of accounting
      consultations regarding financial accounting and reporting
      standards.


(2)
            Tax
      fees are comprised of KPMG LLP services in respect of tax compliance and
      tax planning.







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 KPMG 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 audit and permitted non-audit services provided by its external
auditors where the aggregate fees are estimated to be less than or equal to
$20,000.  Any approvals by the Chair are reported to the full Audit
Committee at its next meeting.  Services where the aggregate fees are
estimated to be greater than $20,000 require full Audit Committee
approval.  None of the services described in footnotes 1 through 3
under “Principal Accountant Fees and Services” above 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




Please
see the section entitled “Derivative Instruments and Hedging Activities” in the
Registrant’s Management’s Discussion and Analysis from the 2008 Annual Report to
Shareholders and Note 19 entitled “Financial Instruments” in the Registrant’s
Audited Annual Financial Statements for the year ended December 31, 2008 (both
included as exhibits to this annual report on Form 40-F).









TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS




Please
see the section entitled “Contractual Obligations” in the Registrant’s
Management’s Discussion and Analysis from the 2008 Annual Report to Shareholders
(included as 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 Ronald J. Hicks, Ted Nieman and J. Robert
Kowalishin.









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 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.




B.
            Consent
      to Service of Process




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









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.






CLAUDE
      RESOURCES INC.Date:  March
      27, 2009
              By:
              /s/ Neil
      McMillanName:
      Neil McMillanTitle:
      President & Chief Executive Officer









EXHIBIT
INDEX




Exhibit
      No.
            Description99.1
            Annual
      Information Form dated March 27, 200999.2
            2008
      Consolidated Audited Financial Statements99.3
            2008
      Management’s Discussion and Analysis99.4
            Consent
      of Auditors99.5
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under
      the Securities Exchange Act of 193499.6
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under
      the Securities Exchange Act of 193499.7
            Certification
      of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b)
      and 18 U.S.C. 135099.8
            Certification
      of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b)
      and 18 U.S.C. 135099.9
            Consent
      of Expert99.10
            Report
      of Independent Registered Public Accounting Firm99.11
            Reconciliation
      to United States GAAP