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, 2010                                   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:256,516,994 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, 2010, 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, 2010.

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, 2010, 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 oftheIndependent 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, 2010 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 is 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




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The following aggregate fees were billed by PricewaterhouseCoopers LLP, the Company’s principal accountant, to CAE in each of the years ended March 31, 2010 and 2009 for professional services rendered to CAE:




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Fees
     
     2010
     
     2009(amounts in CAD$ millions)Audit Fees1
     $
     2.6
     $
     3.0Audit-Related Fees2
     
     0.4
     
     0.4Tax Fees3
     
     0.5
     
     0.7All Other Fees
     
     0
     
     0.0Total
     $
     3.5
     $
     4.1




1Audit fees are comprised of fees billed for professional services for the audit of CAE’s annual financial statements and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings, including the audit of the internal controls over financial reporting as required by the Sarbanes-Oxley Act of 2002.

2Audit-related fees are comprised of fees relating to work performed in connection with CAE’s acquisitions, translation and other miscellaneous accounting-related services.

3Tax fees are related to tax compliance support.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The disclosure provided under section 11 “Approval of Services” on page [49] of 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 29 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 27 of Exhibit 99.3, Management’s Discussion and Analysis, is incorporated by reference herein.

IDENTIFICATION OF THE AUDIT COMMITTEE




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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 Stevenson.



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 28, 2010CAE INC.





By:/s/ Hartland Paterson

Name:  Hartland J. A. Paterson

Title:    Vice President, Legal, General
Counsel and Corporate Secretary




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EXHIBIT INDEX





Exhibit No.
     Description




99.1
     Annual Information Formfor the fiscal year ended March 31, 2010, dated June 15, 201099.2
     Audited annual financial statements for the fiscal year ended March 31, 201099.3
     Management’s Discussion and Analysis for the fiscal year ended March 31, 201099.4
     Consent of PricewaterhouseCoopers LLP99.5
     Certification of Marc Parent required by Rule 13a-14(a) or Rule 15d-14(a)99.6
     Certification of Alain Raquepas 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 Alain Raquepas 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, 2010 (incorporated by reference to CAE’s Form 6-K (commission file no. 1-31402) furnished to the Commission on June 28, 2010




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