<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>o15740exv1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION AND AMENDMENTS
<TEXT>
<PAGE>

                                                                       EXHIBIT 1


[CANADIAN FLAG] Industry Canada                Industrie Canada



CERTIFICATE                                    CERTIFICAT
OF AMENDMENT                                   DE MODIFICATION

CANADA BUSINESS                                LOI CANADIENNE SUR
CORPORATIONS ACT                               LES SOCIETES PAR ACTIONS



CAMECO CORPORATION/

CORPORATION CAMECO                                       332981-0

--------------------------------              --------------------------------
Name of corporation-                          Corporation number-
Denomination de la societe                    Numero de la societe

I hereby certify that the articles            Je certifie que les statuts de
of the above-named corporation were           la societe susmentionnee ont ete
amended:                                      modifies:

a) under section 13 of the Canada        [ ]  a) en vertu de l'article 13 de la
   Business Corporations Act in                  Loi canadienne sur les societes
   accordance with the attached                  par actions, conformement a
   notice;                                       l'avis ci-joint;

b) under section 27 of the Canada        [ ]  b) en vertu de l'article 27 de
   Business Corporations Act                     la Loi canadienne sur les
   as set out in the attached                    societes par actions, tel qu'il
   articles of amendment                         est indique dans les clauses
   designating a series of                       modificatrices ci-jointes
   shares;                                       designant une serie d'actions;

c) under section 179 of the              [X]  c) en vertu de l'article 179 de
   Canada Business Corporations                  la Loi canadienne sur les
   Act as set out in the                         societes par actions, tel qu'il
   attached articles of                          est indique dans les clauses
   amendment;                                    modificatrices ci-jointes;

d) under section 191 of the Canada       [ ]  d) en vertu de l'article 191 de la
   Business Corporations Act as                  Loi canadienne sur les societes
   set out in the attached                       par actions, tel qu'il est
   articles of reorganization;                   indique dans les clauses de
                                                 reorganisation ci-jointes;


                                                   MAY 8,2003 / LE 8 MAI 2003
     /s/                                               Date of Amendment -
     Director - Directeur                             Date de modification



[CANADA LOGO]


<PAGE>

<TABLE>
<CAPTION>
                                                              FORM 4                         FORMULE 4
[CANADIAN FLAG]                                        ARTICLES OF AMENDMENT           CLAUSES MODIFICATRICES
INDUSTRY CANADA       INDUSTRIE CANADA                  (SECTION 27 OR 177)             (ARTICLES 27 OU 177)
<S>                   <C>                              <C>                             <C>

CANADA BUSINESS       LOI CANADIENNE SUR LES
CORPORATIONS ACT      SOCIETES PAR ACTIONS

----------------------------------------------------------------------------------------------------------------------------
1 - NAME OF THE CORPORATION -- DENOMINATION SOCIALE DE LA SOCIETE                 2 - CORPORATION NO. -- NO DE LA SOCIETE

    CAMECO CORPORATION/CORPORATION CAMECO                                                          332981-0
-----------------------------------------------------------------------------------------------------------------------------
3 - THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:        LES STATUTS DE LA SOCIETE MENTIONNEE CI-DESSUS
                                                                               SONT MODIFIES DE LA FACON SUIVANTE :

     I. To include under item 7, "Other Provisions", the following:

        "The number of directors of the Corporation shall be determined by
        the Directors of the Corporation but shall be not fewer than the
        minimum and not more than the maximum provided in these articles. The
        Directors of the Corporation may appoint one or more directors, who
        shall hold office for a term expiring not later than the close of the
        next annual meeting of shareholders, but the total number of
        directors so appointed may not exceed one-third of the number of
        directors elected at the previous annual meeting of shareholders."

    II. See schedule annexed hereto as Schedule "A".






-----------------------------------------------------------------------------------------------------------------------------
DATE                           SIGNATURE                                          4 - CAPACITY OF -- EN QUALITE DE

    May 8, 2003                "Gary M.S. Chad"                                       Corporate Secretary
-----------------------------------------------------------------------------------------------------------------------------

FOR DEPARTMENTAL USE ONLY      PRINTED NAME -- NOM EN LETTRES MOULEES
A L'USAGE DU MINISTERE
SEULEMENT                      Gary M.S. Chad

FILED
DEPOSEE    May/Mai 8, 2003
---------------------------------------------------------------------------------                             [CANADA LOGO]
IC 3069 (2001/11)

</TABLE>


<PAGE>


                                  SCHEDULE "A"



Amending Section 1.01 of Schedule B - Part I, Head Office, to read as follows:

1.01     For the purposes of Part I of Schedule B to these Articles and Schedule
         A to these Articles, the following terms have the following means:


(a)      "Head Office Operations" means:

         (i)   all or substantially all of the collective executive, corporate
               planning, senior administrative and general management functions
               of the Corporation and those of its subsidiaries owning assets or
               carrying on business in Canada, taken as a whole; and

         (ii)  the office or offices at which persons carrying out the functions
               of the chief executive officer, chief operating officer, chief
               financial officer, vice-chairman and the president of the
               Corporation and all or substantially all other Executive
               Officers, Senior Officers and other persons carrying out the
               functions referred to in paragraph (i), are located.


(b)      "Executive Officers" means:

         (i)   the Corporation's Executive Officers; and

         (ii)  (if a substantial portion of the Corporation's assets represents
               an investment in subsidiaries and a substantial portion of the
               functions performed by the Corporation's Executive Officers
               relates merely to the management of such investment and not to
               the active businesses carried on by the Corporation's direct or
               indirect subsidiaries owning assets or carrying on business in
               Canada), the persons, whether employed by the Corporation or any
               subsidiary, carrying out as a substantial part of their duties
               any of the functions of the chief executive officer, chief
               operating officer, chief financial officer, vice-chairman,
               president, any executive vice-president, treasurer, controller
               or secretary with respect to a substantial portion of the
               collective businesses carried on by the Corporation's direct and
               indirect subsidiaries owning assets or carrying on business in
               Canada, taken as a whole.

(c)      "Corporation's Executive Officers" means the persons carrying out as a
         substantial part of their duties any of the functions of the chief
         executive officer, chief operating officer, chief financial officer,
         vice-chairman and president of the Corporation.

(d)      "Senior Officers" means the persons carrying out as a substantial part
         of their duties any of the functions or duties ordinarily performed by
         a vice-president.








<PAGE>
<TABLE>
<CAPTION>
<S>                                                   <C>
(CANADIAN FLAG GRAPHIC)
Industry Canada                                       Industrie Canada


CERTIFICATE                                           CERTIFICAT
OF AMENDMENT                                          DE MODIFICATION

CANADA BUSINESS                                       LOI CANADIENNE SUR
CORPORATIONS ACT                                      LES SOCIETES PAR ACTIONS


CAMECO CORPORATION/

CORPORATION CAMECO                                              332981-0


Name of corporation - Denomination de la societe      Corporation number - Numero de la societe

I hereby certify that the articles of the             Je certifie que les statuts de la societe
above-named corporation were amended:                 susmentionnee ont ete modifies:


a)   under section 13 of the Canada             [ ]  a)   en vertu de l'article 13 de la Loi
     Business Corporations Act in accordance              canadienne sur les societes par actions,
     with the attached notice;                            conformement a l'avis ci-joint;

b)   under section 27 of the Canada             [ ]  b)   en vertu de l'article 27 de la Loi canadienne
     Business Corporations Act as set out in              sur les societes par actions, tel qu'il est
     the attached articles of amendment                   indique dans les clauses modificatrices
     designating a series of shares;                      ci-jointes designant une serie d'actions;

c)   under section 179 of the Canada            [X]  c)   en vertu de l'article 179 de la Loi
     Business Corporations Act as set out in              canadienne sur les societes par actions, tel
     the attached articles of amendment;                  qu'il est indique dans les clauses
                                                          modificatrices ci-jointes;

d)   under section 191 of the Canada            [ ]  d)   en vertu de l'article 191 de la Loi
     Business Corporations Act as set out in              canadienne sur les societes par actions, tel
     the attached articles of reorganization;             qu'il est indique dans les clauses de
                                                          reorganisation ci-jointes;

              /s/                                                  MAY 3, 2002 / LE 3 MAI 2002
------------------------------------------------
              Director - Directeur                           Date of Amendment - Date de modification
</TABLE>


(CANADA LOGO)
<PAGE>



<TABLE>
<CAPTION>
                                                              FORM 4                         FORMULE 4
[CANADIAN FLAG]                                        ARTICLES OF AMENDMENT           CLAUSES MODIFICATRICES
INDUSTRY CANADA       INDUSTRIE CANADA                  (SECTION 27 OR 177)             (ARTICLES 27 OU 177)
<S>                   <C>                              <C>                             <C>
CANADA BUSINESS       LOI CANADIENNE SUR LES
CORPORATIONS ACT      SOCIETES PAR ACTIONS

----------------------------------------------------------------------------------------------------------------------------
1 - NAME OF THE CORPORATION -- DENOMINATION SOCIALE DE LA SOCIETE                 2 - CORPORATION No. -- No DE LA SOCIETE

    Cameco Corporation/Corporation Cameco                                                          3329810
-----------------------------------------------------------------------------------------------------------------------------
3 - THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:        LES STATUTS DE LA SOCIETE MENTIONNEE CI-DESSUS
                                                                               SONT MODIFIES DE LA FACON SUIVANTE :

    See schedule annexed hereto as Schedule "A"





















-----------------------------------------------------------------------------------------------------------------------------
DATE                           SIGNATURE                                          4 - CAPACITY OF -- EN QUALITE DE

    May 3, 2002                "Gary M.S. Chad"                                       Senior Vice-President, Law,
                                                                                      Regulatory Affairs & Corporate
                                                                                      Secretary
-----------------------------------------------------------------------------------------------------------------------------

FOR DEPARTMENTAL USE ONLY      PRINTED NAME -- NOM EN LETTRES MOULEES
A L'USAGE DU MINISTERE
SEULEMENT                      Gary M.S. Chad

FILED      May 03, 2002
DEPOSEE    Mai                                                                      [CANADA LOGO]
--------------------------------------------------------------------------------
IC 3069 (2001/11)

</TABLE>






<PAGE>
                                  SCHEDULE "A"

1.       amending section 2.01 of Schedule B - Part II - OWNERSHIP RESTRICTIONS
         ("Schedule B - Part II") to read as follows:

                  "2.01    The Corporation shall not:

                  (a)      issue any form of proxy or recognize any form of
                           proxy in respect of Voting Securities;

                  (b)      permit the exercise of voting rights in respect of
                           any Voting Securities; or


                  (c)      pay any dividend or make any distribution in respect
                           of any Voting Securities;


                  in respect of any holder or Beneficial Owner of Voting
                  Securities, who, together with the Associates of that Person,
                  is the registered holder or Beneficial Owner of Voting
                  Securities to which are attached more than twenty-five (25%)
                  percent of the votes that may ordinarily be cast to elect
                  directors of the Corporation, in the case of a Resident, or of
                  Voting Securities to which are attached more than fifteen
                  (15%) percent of the votes that may ordinarily be cast to
                  elect directors of the Corporation, in the case of a
                  Non-resident."

2.       amending section 2.02 of Schedule B - Part II to read as follows:

                  "2.02 The Corporation shall not:

                  (a)      accept any subscription for Voting Securities;

                  (b)      issue any Voting Securities; or

                  (c)      register or otherwise recognize the transfer of any
                           Voting Securities;

                  if the subscriber, Person to whom Voting Securities are to be
                  issued, transferee or Beneficial Owner of the Voting
                  Securities, as the case may be, together with the Associates
                  of that Person is, or would be, if the subscription, issue or
                  transfer, as the case may be, were permitted, the registered
                  holder or Beneficial Owner of Voting Securities to which are
                  attached more than twenty-five (25%) percent of the votes that
                  may ordinarily be cast to elect directors of the Corporation
                  in the case of a Resident, or of Voting Securities to which
                  are attached more than fifteen (15%) percent of the votes that
                  may ordinarily be cast to elect directors of the Corporation,
                  in the case of a Non-resident."



<PAGE>

                                      -2-


3.       amending section 2.09 of Schedule B - Part II to read as follows:

                  "2.09 If it appears to the Corporation, whether through
                  declarations filed with it or its books and records or those
                  of its registrar and transfer agent or otherwise, that the
                  number of votes cast in respect of any matter at a meeting of
                  shareholders and attached to Voting Securities held or
                  Beneficially Owned by Non-residents exceeds twenty-five 25% of
                  the total number of votes cast in respect of such matter and
                  attached to all Voting Securities, then the voting rights in
                  respect of such matter attached to Voting Securities held or
                  Beneficially Owned by such Non-residents shall be reduced by
                  multiplying the number of votes attached to the Voting
                  Securities held or Beneficially Owned by such Non-residents by
                  a fraction, the numerator of which is the number of such votes
                  which would have been exercisable if the limitation of
                  twenty-five (25%) percent were not exceeded and the
                  denominator of which is the total number of votes cast in
                  respect of such matter and attached to the Voting Securities
                  held or Beneficially Owned by all Non-residents. The Chairman
                  of any meeting may make rules not inconsistent with these
                  provisions for the implementation of the foregoing, including
                  rules in respect of taking ballots and the counting of votes."


4.       amending section 2.10 of Schedule B - Part II to read as follows:

                  "2.10 If the Corporation has reason to believe, whether
                  through declarations filed with it or its books and records or
                  those of its registrar and transfer agent or otherwise, that
                  the holdings or Beneficial Ownership of Voting Securities by
                  any one Resident together with his Associates or that the
                  holdings or Beneficial Ownership of Voting Securities by any
                  one Non-resident together with his Associates (in either case,
                  referred to as a "Contravening Shareholder") exceeds or would
                  exceed if any particular transfer, issue or request for
                  registration were effected, twenty-five (25%) percent or
                  fifteen (15%) percent respectively, of the votes attached to
                  all Voting Securities, then the Corporation shall give the
                  Contravening Shareholder, and his Associates, if applicable,
                  notice in writing to the registered address of such Persons or
                  the address in respect of which registration is requested of
                  the Corporation's determination, which notice shall specify a
                  date 30 days after the date of the notice by which day the
                  Contravening Shareholder shall have sold or otherwise disposed
                  of sufficient of his Voting Securities or his Associates shall
                  have sold or disposed of sufficient of their Voting Securities
                  such that the holding or Beneficial Ownership does not exceed
                  twenty-five (25%) percent or fifteen (15%) percent, as the
                  case may be. If a Contravening Shareholder or his Associates
                  sell or otherwise dispose of Voting Securities during such 30
                  day period, the Contravening Shareholder shall forthwith
                  advise the Corporation in writing of the Voting Securities
                  disposed of or sold. If a Contravening Shareholder or his
                  Associates fail to sell or dispose of such



<PAGE>
                                      -3-

                  Voting Securities or fail to so advise the Corporation, the
                  Contravening Shareholder and the Associates thereof shall be
                  deemed to be struck from the register of securities for all
                  purposes except the transferring of excess Voting Securities,
                  shall not be entitled to and shall forfeit dividends or other
                  distributions to shareholders, shall not be entitled to vote
                  or to receive forms of proxy or exercise proxy rights and
                  shall not be entitled to receive any communications from the
                  Corporation to its shareholders or to exercise or receive any
                  other rights or privileges as a shareholder until such Voting
                  Securities have been sold or disposed of and the Corporation
                  has been so advised."

5.       amending section 2.12 of Schedule B - Part II to read as follows:

                  "2.12   If, as a result in whole or in part of the operation
                  of Sections 2.09 and 2.10, any Resident who held or
                  Beneficially Owned twenty-five (25%) percent or less of the
                  total votes attached to Voting Securities and any Non-resident
                  who held or Beneficially Owned fifteen (15%) percent or less
                  of the total votes attached to Voting Securities, becomes
                  entitled to more than twenty-five (25%) percent or fifteen
                  (15%) percent, as the case may be, of the votes attached to
                  Voting Securities eligible to be exercised at a meeting of
                  shareholders of the Corporation, such Resident or Non-resident
                  shall not, for that reason only, be deemed to be a
                  Contravening Shareholder, but the voting rights exercisable in
                  respect of Voting Securities held or Beneficially Owned by
                  such Resident or Non-resident shall be reduced by multiplying
                  the number or votes attached to the Voting Securities held or
                  Beneficially Owned by such shareholder by a fraction the
                  numerator of which is the number of votes attached to Voting
                  Securities remaining after the application of Sections 2.09
                  and 2.10 and the denominator of which is the total number of
                  votes attached to Voting Securities, without regard to the
                  application of such Sections."



<PAGE>


[CANADIAN FLAG]        Industry Canada      Industrie Canada






Certificate                             Certificat
of Amalgamation                         de fusion

Canada Business                         Loi canadienne sur
Corporations Act                        les societes par actions


CAMECO CORPORATION/
CORPORATION CAMECO                                   332981-0

--------------------------------        ----------------------------------
Name of corporation-Denomination        Corporation number-Numero
de la societe                           de la societe


I hereby certify that the               Je certifie que la societe susmentionnee
above-named corporation resulted        est issue d'une fusion, en vertu de
from an amalgamation, under             l'article 185 de la Loi canadienne sur
section 185 of the Canada Business      les societes par actions, des
Corporations Act, of the                societes dont les denominations
corporations set out in the attached    apparaissent dans les statuts de fusion
articles of amalgamation.               ci-joints.

/s/
Director -  Directeur                   January 1, 1997/le 1 Janvier 1997
                                        Date of Amalgamation - Date de fusion



[CANADA LOGO]

<PAGE>


                                                                          FORM 9
                                                        ARTICLES OF AMALGAMATION
                                                                   (SECTION 185)
                                                CANADA BUSINESS CORPORATIONS ACT

<TABLE>
<S>      <C>              <C>              <C>                  <C>             <C>
--------------------------------------------------------------------------------
1.       NAME OF AMALGAMATED CORPORATION:

         CAMECO CORPORATION/CORPORATION CAMECO

--------------------------------------------------------------------------------
2.       THE PLACE IN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED:

         City of Saskatoon, in the Province of Saskatchewan

--------------------------------------------------------------------------------
3.       THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
         AUTHORIZED TO ISSUE:

         The annexed Schedule A is incorporated in this form
--------------------------------------------------------------------------------
4.       RESTRICTIONS, IF ANY, ON SHARE TRANSFERS:

         None
--------------------------------------------------------------------------------
5.       NUMBER (OR MINIMUM OR MAXIMUM NUMBER) OF DIRECTORS:

         Not less than three (3) directors and not more than fifteen (15)
         directors, the number of which shall be determined by resolution of
         the Board of Directors of the Corporation from time to time.
--------------------------------------------------------------------------------
6.       RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON:

         None
--------------------------------------------------------------------------------
7.       OTHER PROVISIONS, IF ANY:

         The annexed Schedules B and C are incorporated in this form.
--------------------------------------------------------------------------------
8.       THE AMALGAMATION HAS BEEN APPROVED PURSUANT TO THAT SECTION OR
         SUBSECTION OF THE ACT WHICH IS INDICATED AS FOLLOWS: SECTION 184(1)
-----------------------------------------------------------------------------------------------
9.       NAME OF THE      CORPORATION      SIGNATURE            DATE            TITLE
         AMALGAMATING     NO.
         CORPORATIONS
-----------------------------------------------------------------------------------------------
         CAMECO
         CORPORATION/                      "Gary M.S. Chad"
         CORPORATION      298604-3         Gary M.S. Chad       13 Dec 1996     General Counsel
         CAMECO                                                                 & Corporate
                                                                                Secretary
-----------------------------------------------------------------------------------------------
         CAMECO
         RESOURCES                         "Gary M.S. Chad"
         LTD.             228145-7         Gary M.S. Chad       13 Dec 1996     General Counsel
                                                                                & Corporate
                                                                                Secretary
-----------------------------------------------------------------------------------------------
332981-0                                                                        Dec 20 1996
</TABLE>
<PAGE>


                               CAMECO CORPORATION

                               CORPORATION CAMECO

                                    SCHEDULE A



The Corporation is authorized to issue:

         (i)      an unlimited number of First Preferred Shares issuable in one
                  or more series;

         (ii)     an unlimited number of Second Preferred Shares issuable in one
                  or more series;

         (iii)    an unlimited number of Common Shares; and

         (iv)     one Class B Share.


                             First Preferred Shares

         The rights, privileges, restrictions, and conditions attaching to the
First Preferred Shares, as a class, are as follows:

         1.       The First Preferred Shares may be issued from time to time in
                  one or more series, each series to consist of such number of
                  shares with such designation, rights, privileges, restrictions
                  and conditions attached thereto as may be determined by the
                  Board of Directors of the Corporation.

         2.       The First Preferred Shares of each series shall rank on a
                  parity with the First Preferred Shares of every other series
                  with respect to payment of dividends and with respect to the
                  distribution of the assets of the Corporation in the event of
                  the liquidation, dissolution or winding-up of the Corporation
                  or any other distribution of the assets of the Corporation
                  among its shareholders for the purpose of winding up its
                  affairs.

         3.       The First Preferred Shares shall rank in priority to the
                  Second Preferred Shares, the Common Shares, the Class B Share
                  and any class of shares ranking junior to the First Preferred
                  Shares with respect to payment of dividends and with respect
                  to the distribution of the assets of the Corporation in the
                  event of the liquidation, dissolution or winding-up of the
                  Corporation or any



<PAGE>

                                                                          Page 2

                  other distribution of the assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs.

         4.       The class provisions attaching to the First Preferred Shares
                  may be amended with the prior approval of the holders of the
                  First Preferred Shares as a class given in writing by all the
                  holders of the First Preferred Shares outstanding or by at
                  least two-thirds of the votes cast at a meeting or adjourned
                  meeting of the holders of such shares called for that purpose
                  and at which a quorum is present.

                             Second Preferred Shares

         The rights, privileges, restrictions and conditions attaching to the
Second Preferred Shares, as a class, are as follows:

         1.       The Second Preferred Shares may be issued from time to time in
                  one or more series, each series to consist of such number of
                  shares with such designation, rights, privileges, restrictions
                  and conditions attached thereto as may be determined by the
                  Board of Directors of the Corporation.

         2.       The Second Preferred Shares of each series shall rank on a
                  parity with the Second Preferred Shares of every other series
                  with respect to payment of dividends and with respect to the
                  distribution of the assets of the Corporation in the event of
                  the liquidation, dissolution or winding-up of the Corporation
                  or any other distribution of the assets of the Corporation
                  among its shareholders for the purpose of winding up its
                  affairs.

         3.       The Second Preferred Shares shall rank in priority to the
                  Common Shares, the Class B Share and any class of shares
                  ranking junior to the Second Preferred Shares with respect to
                  payment of dividends and with respect to the distribution of
                  the assets of the Corporation in the event of the liquidation,
                  dissolution or winding-up of the Corporation or any other
                  distribution of the assets of the Corporation among its
                  shareholders for the purpose of winding up its affairs.

         4.       The class provisions attaching to the Second Preferred Shares
                  may be amended with the prior approval of the holders of the
                  Second Preferred Shares as a class given in writing by all the
                  holders of the Second Preferred Shares outstanding or by at
                  least two-thirds of the votes cast at a meeting or adjourned
                  meeting of the holders of such shares called for that purpose
                  and at which a quorum is present.



<PAGE>
                                                                          Page 3

                                  Common Shares

      The rights, privileges, restrictions and conditions attaching to the
Common Shares, as a class, are as follows:

         1.       The holders of the Common Shares shall have the right to one
                  vote per Common Share at any meeting of shareholders of the
                  Corporation other than at meetings of the holders of the First
                  Preferred Shares, the Second Preferred Shares or the Class B
                  Share as a class or at meetings of the holders of one or more
                  series of the First Preferred Shares or Second Preferred
                  Shares.

         2.       Subject to any prior rights of the holders of each series of
                  the First Preferred Shares or the Second Preferred Shares as
                  to dividends, the holders of the Common Shares shall have the
                  right to receive any dividends declared by the Corporation on
                  the Common Shares.

         3.       Subject to any prior rights of the holders of each series of
                  the First Preferred Shares, Second Preferred Shares or any
                  class of shares ranking senior to the Common Shares, the
                  holders of the Common Shares shall have the right to receive
                  the remaining assets of the Corporation in the event of
                  liquidation, dissolution, or winding-up of the Corporation
                  or any other distribution of the assets of the Corporation
                  among its shareholders for the purpose of winding-up its
                  affairs.

         4.       The holders of Common Shares shall not be entitled to vote
                  separately as a class upon any proposal to amend the Articles
                  of the Corporation to:

                  a)    increase or decrease any maximum number of authorized
                        shares of Common Shares, or increase any maximum number
                        of authorized shares of a class having rights or
                        privileges equal or superior to the Common Shares; or

                  b)    create a new class of shares equal to the Common Shares.


                                  Class B Share

         The rights, privileges, restrictions and conditions attaching to the
Class B Share, as a class, are as follows:

         1.       The holder of the Class B Share shall be entitled to receive
                  notice of and attend all meetings of the shareholders of the



<PAGE>
                                                                          Page 4



         Corporation including meetings of any class or series thereof but shall
         not have the right to vote at any such meeting other than a meeting of
         the holder of the Class B Share as a class. In accordance with the
         provisions of the Eldorado Nuclear Limited Reorganization and
         Divestiture Act, the holder of the Class B Share shall not have the
         right to vote separately as a class in respect of any matter except as
         provided in paragraph 2.

2.       The holder of the Class B Share shall have the right to vote separately
         as a class in respect of:

         a)       any proposal to amend Part I of Schedule B of the Articles of
                  the Corporation or to change the location of the registered
                  office or Head Office Operations of the Corporation to a
                  place not in the Province of Saskatchewan;

         b)       a proposal for amalgamation where the amalgamation agreement
                  contains a provision whereby the registered office or the Head
                  Office Operations of the amalgamated corporation would be
                  located in a place not in the Province of Saskatchewan or a
                  provision that would, if contained in a proposal to amend the
                  Articles of the Corporation, entitle the holder of the Class B
                  Share to vote separately as a class pursuant to paragraph (c);

         c)       a proposal for amending the Articles of the Corporation so as
                  to:

                  (i)      increase or decrease the maximum number of authorized
                           Class B Shares;

                  (ii)     effect an exchange, reclassification or cancellation
                           of the Class B Share;

                  (iii)    add, change or remove any of the rights, privileges,
                           restrictions or conditions attached to the Class B
                           Share; or

                  (iv)     effect an exchange or create a right of exchange of
                           all or part of the shares of another class into Class
                           B Shares; and

         d)       any other proposal in respect of which shareholder approval is
                  sought where the proposal affects the location of the
                  registered office or Head Office Operations of the Corporation
                  or affects the right of the holder of the Class B Share to
                  vote separately as a class in respect of the transfer of the
                  location of the registered office or the Head
<PAGE>
                                                                          Page 5


                  Office Operations of the Corporation to a place not in the
                  Province of Saskatchewan.

3.       The Corporation shall provide from time to time to the holder of the
         Class B Share such information as such holder may request for the
         purpose of determining whether the provisions of Part I of Schedule B
         to the Articles are being complied with.

4.       The holder of the Class B Share shall not have the right to receive any
         dividends declared by the Corporation.

5.       Subject to any prior rights of the holders of each series of the First
         Preferred Shares or Second Preferred Shares, the holder of the Class B
         Share shall have the right to receive, to the extent of the stated
         capital of the Class B Share, and on a parity with the Common Shares,
         the remaining assets of the Corporation in the event of liquidation,
         dissolution or winding-up of the Corporation or any other distribution
         of the assets of the Corporation among its shareholders for the purpose
         of winding-up its affairs.


<PAGE>
                                                                          Page 1

                               CAMECO CORPORATION

                               CORPORATION CAMECO



                                    SCHEDULE B

                                      PART I

                                   HEAD OFFICE


                                    SECTION I
                                 INTERPRETATION

1.01 For the purposes of Part I of Schedule B to these Articles and Schedule A
to these Articles, the following terms have the following meanings:

   (a)   "Head Office Operations" means:

         (i)      all or substantially all of the collective executive,
                  corporate planning, senior administrative and general
                  management functions of the Corporation and those of its
                  subsidiaries owning assets or carrying on business in Canada,
                  taken as a whole; and

         (ii)     the office or offices at which persons carrying out the
                  functions of the chairman of the board, chief executive
                  officer, chief operating officer, chief financial officer,
                  vice-chairman and the president of the Corporation and all or
                  substantially all other Executive Officers, Senior Officers
                  and other persons carrying out the functions referred to in
                  paragraph (i), are located.

   (b)   "Executive Officers" means:

         (i)      the Corporation's Executive Officers; and

         (ii)     (if a substantial portion of the Corporation's assets
                  represents an investment in subsidiaries and a substantial
                  portion of the functions performed by the Corporation's
                  Executive Officers relates merely to the management of such
                  investment and not to the active businesses carried on by the
                  Corporation's direct or indirect subsidiaries owning assets



<PAGE>
                                                                          Page 2



                  or carrying on business in Canada) the persons, whether
                  employed by the Corporation or any subsidiary, carrying out as
                  a substantial part of their duties any of the functions of the
                  chairman of the board, chief executive officer, chief
                  operating officer, chief financial officer, vice-chairman,
                  president, any executive vice-president, treasurer, controller
                  or secretary with respect to a substantial portion of the
                  collective businesses carried on by the Corporation's direct
                  and indirect subsidiaries owning assets or carrying on
                  business in Canada, taken as a whole.

(c) "Corporation's Executive Officers" means the persons carrying out as a
substantial part of their duties any of the functions of the chairman of the
board, chief executive officer, chief operating officer, chief financial
officer, vice-chairman and president of the Corporation.

(d) "Senior Officers" means the persons carrying out as a substantial part of
their duties any of the functions or duties ordinarily performed by a vice
president.


                                    SECTION 2

                          LOCATION OF REGISTERED OFFICE
                           AND HEAD OFFICE OPERATIONS

2.01 The registered office of the Corporation and the Head Office Operations
shall at all times be within the Province of Saskatchewan.


                                    SECTION 3

                             RESIDENCE OF EXECUTIVE
                          OFFICERS AND SENIOR OFFICERS

3.01 All of the Executive Officers and substantially all of the Senior Officers
of the Corporation performing any of the functions referred to in paragraph
(a)(i) of Section 1.01 hereof shall at all times be ordinarily resident in the
Province of Saskatchewan.


                                    SECTION 4

                     PLACE OF ANNUAL SHAREHOLDER'S MEETINGS

4.01 All annual meetings of shareholders of the Corporation shall be held at a
place within the Province of Saskatchewan.


<PAGE>



                                   SCHEDULE B
                                     PART II
                             OWNERSHIP RESTRICTIONS


                                    SECTION 1
                                 INTERPRETATION


1.01 For the purposes of Parts II, III and IV of Schedule B to the Articles of
the Corporation, the following terms shall have the following meanings:

"Act" means the Eldorado Nuclear Limited Reorganization and Divestiture Act.

"Articles" means the articles of amalgamation of the Corporation filed June 1,
1990 and any other subsequent restated articles of incorporation, articles of
amendment, articles of amalgamation, articles of reorganization, articles of
arrangement, articles of dissolution or articles of revival relating to the
Corporation and includes any amendments thereto.

"Associate" - a Person is an associate of another Person if:

(a)      one is a corporation of which the other is an officer or director;

(b)      one is a corporation that is controlled by the other or by a group of
         persons of which the other is a member;

(c)      one is a partnership of which the other is a partner;

(d)      one is a trust of which the other is a trustee;

(e)      both are corporations controlled by the same person;

(f)      both are members of a voting trust or parties to an arrangement that
         relates to Voting Securities of the Corporation;

(g)      both are at the same time associates, within the meaning of any of
         paragraphs (a) to (f), of the same Person:



<PAGE>
                                                                          Page 2

provided that:

         (i)      where a Person who is a Resident and who, but for this
                  paragraph, would be an associate of a Non-resident submits to
                  the Corporation a statutory declaration stating that no Voting
                  Securities held by him or to be held by him are or will be, to
                  his knowledge, held in the right of or for the use or benefit
                  of, himself or in the right of, for the use or benefit of, or
                  under the control of, any Non-resident of whom, but for this
                  paragraph, he would be an associate, that Person and that
                  Non-resident are not associates so long as any such securities
                  held by the Person who made the declaration are not held
                  contrary to the statements made in the declaration;

         (ii)     two corporations are not associates by virtue of
                  paragraph (g) by reason only that under paragraph (a) each is
                  an associate of the same individual;

         (iii)    where it appears to the Corporation that a
                  Person holds, Beneficially Owns or controls, otherwise than by
                  way of security only, Voting Securities to which are attached
                  not more than the lesser of four one-hundredths of one percent
                  of the votes that may ordinarily be cast to elect directors of
                  the Corporation and ten thousand such votes, that Person is
                  not an associate of any other Person and no other Person is an
                  associate of that Person.

"Beneficial Ownership" includes ownership through a trustee, legal
representative, agent or other intermediary; and the terms "Beneficially Owned",
"Beneficially Owns" and "Beneficial Owner" have a corresponding meaning.

"Contravening Shareholder" shall have the meaning set out in Section 2.10.

"Controlled" - a corporation is controlled by a Person if it is controlled in
any manner that results in control in fact, whether directly through the
ownership of securities or indirectly through a trust, an agreement, the
ownership of any body corporate or otherwise.

"corporation" includes a body corporate, partnership or other unincorporated
organization.

"Corporation" means CAMECO CORPORATION, CORPORATION CAMECO.



<PAGE>
                                                                          Page 3

"Non-resident" means:

(a)      an individual, other than a Canadian citizen, who is not ordinarily
         resident in Canada;

(b)      a corporation incorporated, formed or otherwise organized outside
         Canada;

(c)      a foreign government or an agency thereof;

(d)      a corporation that is controlled directly or indirectly by
         non-residents as defined in any of paragraphs (a) to (c);

(e)      a trust

         (i)      established by a Non-resident as defined in any of paragraphs
                  (b) to (d), other than a trust for the administration of a
                  pension fund for the benefit of individuals a majority of whom
                  are Residents; or

         (ii)     in which Non-residents as defined in any of paragraphs (a) to
                  (d) have more than Fifty (50%) percent of the beneficial
                  interest; or

(f)      a corporation that is controlled by a trust described in paragraph (e).

"Person" includes an individual, corporation, government or agency thereof,
trustee, executor, administrator or other legal representative.

"Resident" means an individual, corporation, government or agency thereof or
trust that is not a Non-resident.

"Voting Securities" means shares or other securities of the Corporation carrying
full voting rights in all circumstances or under some circumstances that have
occurred and are continuing and includes:

(a)      a security currently convertible into such a share or other security;
         and

(b)      currently exercisable options and rights to acquire such a share or
         other security or such a convertible share or other security.


<PAGE>
                                                                          Page 4


                                    SECTION 2
                             OWNERSHIP RESTRICTIONS


2.01     The Corporation shall not:

(a)          issue any form of proxy or recognize any form of proxy in respect
             of Voting Securities;

(b)          permit the exercise of voting rights in respect of any Voting
             Securities; or

(c)          pay any dividend or make any distribution in respect of any Voting
             Securities;

in respect of any holder or Beneficial Owner of Voting Securities who, together
with the Associates of that Person, is the registered holder or Beneficial Owner
of Voting Securities to which are attached more than twenty-five (25%) percent
of the votes that may ordinarily be cast to elect directors of the Corporation,
in the case of a Resident, or of Voting Securities to which are attached more
than five (5%) percent of the votes that may ordinarily be cast to elect
directors of the Corporation, in the case of a Non-resident.

2.02    The Corporation shall not;

(a)       accept any subscription for Voting Securities;

(b)       issue any Voting Securities; or

(c)       register or otherwise recognize the transfer of any Voting Securities;

if the subscriber, Person to whom Voting Securities are to be issued, transferee
or Beneficial Owner of the Voting Securities, as the case may be, together with
the Associates of that Person is, or would be, if the subscription, issue or
transfer, as the case may be, were permitted, the registered holder or
Beneficial Owner of Voting Securities to which are attached more than
twenty-five (25%) percent of the votes that may ordinarily be cast to elect
directors of the Corporation in the case of a Resident, or of Voting Securities
to which are attached more than five (5%) percent of the votes that may
ordinarily be cast to elect directors of the Corporation, in the case of a
Non-resident.

2.03    Sections 2.01 and 2.02 do not apply:

(a)       to Voting Securities to the extent they are held by way of security
          only and such holding by way of security only is evidenced in each
          case by a declaration in form satisfactory to the Corporation filed by
          the holder or holders thereof;


<PAGE>
                                                                          Page 5


(b)      to Voting Securities issued as part of the consideration for any
         transaction referred to in paragraphs (a) and (b) of Subsection 5(4) of
         the Act unless the Voting Securities cease to be held by or for the
         benefit of the original holder thereof or any affiliate of the original
         holder; and

(c)      to Voting Securities held:

         (i)      by one or more underwriters solely for the purpose of
                  distributing the Voting Securities to the public; or

         (ii)     by any Person who provides centralized facilities for the
                  clearing of trades in securities and is acting in relation to
                  trades in Voting Securities solely as an intermediary in the
                  payment of funds or the delivery of the securities, or both.

2.04 Where a security of the Corporation is held or Beneficially Owned jointly
and one or more of the joint holders or Beneficial Owners is a Non-resident, the
security shall be deemed to be held or Beneficially Owned by a Non-resident.

2.05     At the request of the Corporation, each Person:

(a)      who is or proposes to be a registered holder of Voting Securities;

(b)      who is or proposes to be or is believed by the Corporation to be a
         Beneficial Owner of Voting Securities;

(c)      who subscribes for Voting Securities;

(d)      who requests a transfer of Voting Securities;

(e)      who requests a change in the registration of Voting Securities; or

(f)      who elects to convert or exchange any securities for Voting Securities;

shall file with the Corporation and/or its registrar and transfer agent a
declaration (the "Shareholder's Declaration") in a form prescribed from time to
time by the Corporation containing such information as may be prescribed,
including but not limited to the name and address of the Person, the names and
addresses of that Person's Associates, whether the Person and such Associates
are Residents or Non-residents, the number and designation of securities of the
Corporation which are held or to be held or are



<PAGE>
                                                                          Page 6


Beneficially Owned or to be Beneficially Owned by such Person and by such
Person's Associates and whether any of such securities are held by way of
security only. The Corporation may request a Shareholder's Declaration at any
time and from time to time and, without restricting the generality of the
foregoing, may request such declaration prior to any meeting of shareholders of
the Corporation or as part of any form of proxy to be submitted in respect of
any meeting of shareholders. The Corporation may require that any Shareholder's
Declaration be given under oath. Provided that the Corporation is acting
reasonably and in good faith in so doing, the Corporation shall be entitled to
rely and to act in reliance on any Shareholder's Declaration and the information
contained therein.

2.06 Where it appears to the Corporation that a subscriber for or a transferee
of Voting Securities of the Corporation would, on acquiring the Voting
Securities, hold, Beneficially Own or control Voting Securities to which are
attached not more than the lesser of four one-hundredths of one percent of the
votes that may ordinarily be cast to elect directors of the Corporation and ten
thousand such votes, the directors are entitled to assume:

    (a)  that the subscriber or transferee is not and will not be an
         Associate of anyone else; and

    (b)  unless the address to be recorded in the register for the subscriber or
         transferee is a place outside Canada, that the Voting Securities will
         not be held, Beneficially Owned or controlled in contravention of the
         Articles of the Corporation;

and, without limiting the discretion of the Corporation to request a
Shareholder's Declaration at any time, the Corporation may exempt any such
subscriber or transferee from filing a Shareholder's Declaration.

2.07 Any Person who is or proposes to be a registered holder of Voting
Securities shall be obliged to disclose to the Corporation, at the Corporation's
request, the name and address of the Beneficial Owner of such Voting Securities
and shall cooperate with the Corporation in obtaining a Shareholder's
Declaration from and in respect of each such Beneficial Owner.

2.08 If any Person fails or refuses to file a Shareholder's Declaration or fails
to provide the information and cooperation required by Section 2.07, the
Corporation or its registrar and transfer agent shall give 21 days' notice in
writing to such Person at the registered address of such Person or the address
in respect of which registration is requested of such Person's obligation to do
so. If a duly completed and executed Shareholder's Declaration shall not have
been filed by the expiry of the 21 day notice period, then the Person who is the
registered holder or has requested registration shall be dealt with in the
manner set out in Section 2.10 as if such Person was the registered holder or
Beneficial Owner of Voting Securities to which are attached more than the
maximum percentage of votes permitted by Section 2.02.



<PAGE>
                                                                          Page 7


2.09 If it appears to the Corporation, whether through declarations filed with
it or its books and records or those of its registrar and transfer agent or
otherwise, that the number of votes cast in respect of any matter at a meeting
of shareholders and attached to Voting Securities held or Beneficially Owned by
Non-residents exceeds 20% of the total number of votes cast in respect of such
matter and attached to all Voting Securities, then the voting rights in respect
of such matter attached to Voting Securities held or Beneficially Owned by such
Non-residents shall be reduced by multiplying the number of votes attached to
the Voting Securities held or Beneficially Owned by such Non-residents by a
fraction, the numerator of which is the number of such votes which would have
been exercisable if the limitation of twenty (20%) percent were not exceeded and
the denominator of which is the total number of votes cast in respect of such
matter and attached to the Voting Securities held or Beneficially Owned by all
Non-residents. The Chairman of any meeting may make rules not inconsistent with
these provisions for the implementation of the foregoing, including rules in
respect of taking ballots and the counting of votes.

2.10 If the Corporation has reason to believe, whether through declarations
filed with it or its books and records or those of its registrar and transfer
agent or otherwise, that the holdings or Beneficial Ownership of Voting
Securities by any one Resident together with his Associates or that the holdings
or Beneficial Ownership of Voting Securities by any one Non-resident together
with his Associates (in either case, referred to as a "Contravening
Shareholder") exceeds or would exceed if any particular transfer, issue or
request for registration were effected, twenty-five (25%) percent or five (5%)
percent respectively, of the votes attached to all Voting Securities, then the
Corporation shall give the Contravening Shareholder, and his Associates, if
applicable, notice in writing to the registered address of such Persons or the
address in respect of which registration is requested of the Corporation's
determination, which notice shall specify a date 30 days after the date of the
notice by which day the Contravening Shareholder shall have sold or otherwise
disposed of sufficient of his Voting Securities or his Associates shall have
sold or disposed of sufficient of their Voting Securities such that the holding
or Beneficial Ownership does not exceed twenty-five (25%) percent or five (5%)
percent, as the case may be. If a Contravening Shareholder or his Associates
sell or otherwise dispose of Voting Securities during such 30 day period, the
Contravening Shareholder shall forthwith advise the Corporation in writing of
the Voting Securities disposed of or sold. If a Contravening Shareholder or his
Associates fail to sell or dispose of such Voting Securities or fail to so
advise the Corporation, the Contravening Shareholder and the Associates thereof
shall be deemed to be struck from the register of securities for all purposes
except the transferring of excess


<PAGE>
                                                                          Page 8

Voting Securities, shall not be entitled to and shall forfeit dividends or other
distributions to shareholders, shall not be entitled to vote or to receive forms
of proxy or exercise proxy rights and shall not be entitled to receive any
communications from the Corporation to its shareholders or to exercise or
receive any other rights or privileges as a shareholder until such Voting
Securities have been sold or disposed of and the Corporation has been so
advised.

2.11 The Board of Directors of the Corporation shall be entitled to conclude
that any Persons are parties to an agreement or arrangement, a purpose of which,
in its opinion, is to require the Persons to act in concert with respect to
their interests in the Corporation and are, accordingly, Associates.

2.12 If, as a result in whole or in part of the operation of Sections 2.09 and
2.10, any Resident who held or Beneficially Owned twenty-five (25%) percent or
less of the total votes attached to Voting Securities and any Non-resident who
held or Beneficially Owned five (5%) percent or less of the total votes attached
to Voting Securities, becomes entitled to more than twenty-five (25%) percent or
five (5%) percent, as the case may be, of the votes attached to Voting
Securities eligible to be exercised at a meeting of shareholders of the
Corporation, such Resident or Non-resident shall not, for that reason only, be
deemed to be a Contravening Shareholder, but the voting rights exercisable in
respect of Voting Securities held or Beneficially Owned by such Resident or
Non-resident shall be reduced by multiplying the number of votes attached to the
Voting Securities held or Beneficially Owned by such shareholder by a fraction
the numerator of which is the number of votes attached to Voting Securities
remaining after the application of Sections 2.09 and 2.10 and the denominator of
which is the total number of votes attached to Voting Securities, without regard
to the application of such Sections.

<PAGE>

                                   SCHEDULE B

                                    PART III

                         ISSUANCE OF RESTRICTED SHARES


                                   SECTION 1
                                INTERPRETATION


1.01 For the purposes of Part III of Schedule B to these Articles, the following
term has the following meaning:

"Restricted Share" means a share of the Corporation that carries a residual
right to participate to an unlimited degree in the earnings of the Corporation
and in its assets on liquidation or winding-up and includes any such share:

   (a)   that carries a right to vote subject to a limit or restriction on the
         number or percentage of shares that may be voted by a Person or group
         of Persons; or

   (b)   that is part of a class or series of shares in respect of which the
         allocation of voting rights does not reasonably relate to the equity
         interest in the Corporation of the class or series, having regard to
         the voting rights and equity interests in the Corporation pertaining to
         each class and series of shares of the Corporation;

but does not include any such shares:

   (c)   to which are attached voting rights exercisable in all circumstances,
         irrespective of the number of shares owned by the holder of the share,
         which voting rights are not less, on a per share basis, than the voting
         rights attached to any other shares of an outstanding class of shares
         of the Corporation; or

   (d)   by reason only that it is subject to any restriction imposed pursuant
         to the Act, pursuant to the provisions of the Articles included in
         compliance with the Act or pursuant to section 174 of the Canada
         Business Corporations Act (as amended or replaced from time to time) or
         the regulations made under that section.

                                    SECTION 2
                         ISSUANCE OF RESTRICTED SHARES

2.01     The Corporation shall not create or issue any Restricted Shares.



<PAGE>


                                   SCHEDULE B

                                     PART IV


                           RESTRICTIONS ON CONTINUANCE
                            AND AMENDMENT TO ARTICLES


1.01     The Corporation and its shareholders and directors shall not:

(a)      apply for continuance of the Corporation in another jurisdiction; or

(b)      make any Articles or by-laws that contain, or amend its Articles or
         by-laws to contain, provisions that are inconsistent with the
         provisions included in these Articles in compliance with Section 5 of
         the Act.



<PAGE>


                               CAMECO CORPORATION

                               CORPORATION CAMECO

                                   SCHEDULE C

                      BORROWING POWERS AND GIVING SECURITY


         Without limiting the borrowing powers of the Corporation as set forth
in the Canada Business Corporations Act, the board of directors of the
Corporation may, without authorization of the shareholders:

   (a)   borrow money upon the credit of the Corporation;

   (b)   issue, reissue, sell or pledge debt obligations (as defined in the
         Canada Business Corporations Act) of the Corporation;

   (c)   subject to the provisions of the Canada Business Corporations Act, give
         a guarantee on behalf of the Corporation to secure performance of an
         obligation of any person; and

   (d)   mortgage, hypothecate, pledge or otherwise create a security interest
         in all or any property of the Corporation, owned or subsequently
         acquired, to secure any obligation of the Corporation.


<PAGE>




CANADA
PROVINCE OF SASKATCHEWAN
TO WIT:

         IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT AND IN THE MATTER
         OF THE AMALGAMATION OF CAMECO CORPORATION/CORPORATION CAMECO AND
         CAMECO RESOURCES LTD. (the "Corporation")


                              STATUTORY DECLARATION

         I, Thomas J. Gorman, of the City of Saskatoon, in the Province of
Saskatchewan, MAKE OATH AND SAY THAT:

1.       I am the Vice-President Finance and Chief Financial Officer of the
Corporation and as such have personal knowledge of the matters and facts
hereinafter deposed to save where otherwise stated.

2.       The Corporation is a wholly owned subsidiary of CAMECO
CORPORATION/CORPORATION CAMECO and the two corporations are desirous of
amalgamating and continuing as one corporation, pursuant to the provisions of
Sections 184(1) of the Canada Business Corporations Act, effective at 12:01
a.m., on the 1st day of January, A.D. 1997.

3.       have satisfied myself that:

         a)       The Corporation is able to pay its liabilities as they become
                  due.

         b)       The amalgamated corporation resulting from the amalgamation of
                  the Corporation and CAMECO CORPORATION/CORPORATION CAMECO will
                  be able to pay its liabilities as they become due.

         c)       The realizable value of the amalgamated corporation's assets
                  will not be less than the aggregate of its liabilities and
                  stated capital of all classes of shares of the amalgamated
                  corporation.


4.       Upon review of the assets and liabilities of the amalgamating
corporations, there are reasonable grounds for believing, and I do believe, that
no creditor will be prejudiced by the amalgamation.


DECLARED before me at the City of

Saskatoon, in the Province of

Saskatchewan, this 13th day of                          "Thomas J. Gorman"
                                                --------------------------------
December, A.D. 1996.                          ) THOMAS J. GORMAN
                                              )

/s/ Caroline Gorsalitz
------------------------------
A Notary Public in and
for the Province of Saskatchewan.
Being a Solicitor

<PAGE>


CANADA
PROVINCE OF SASKATCHEWAN
TO WIT:

         IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT AND IN THE MATTER
         OF THE AMALGAMATION OF CAMECO CORPORATION/CORPORATION CAMECO (the
         "Corporation") AND CAMECO RESOURCES LTD.

                              STATUTORY DECLARATION

         I, Thomas J. Gorman, of the City of Saskatoon, in the Province of
Saskatchewan, MAKE OATH AND SAY THAT:

1. I am the Vice-President Finance and Chief Financial Officer of the
Corporation, and as such have personal knowledge of the matters and facts
hereinafter deposed to save where otherwise stated.

2. CAMECO RESOURCES LTD. is a wholly owned subsidiary of the Corporation and the
two corporations are desirous of amalgamating and continuing as one corporation,
pursuant to the provisions of Sections 184(1) of the Canada Business
Corporations Act, effective at 12:01 a.m., on the 1st day of January, A.D. 1997.

3        have satisfied myself that:

         a)       The Corporation is able to pay its liabilities as they become
                  due.

         b)       The amalgamated corporation resulting from the amalgamation of
                  the Corporation and CAMECO RESOURCES LTD. will be able to pay
                  its liabilities as they become due.

         c)       The realizable value of the amalgamated corporation's assets
                  will not be less than the aggregate of its liabilities and
                  stated capital of all classes of shares of the amalgamated
                  corporation.

4. Upon review of the assets and liabilities of the amalgamating corporations,
there are reasonable grounds for believing, and I do believe, that no creditor
will be prejudiced by the amalgamation.

DECLARED before me at the City of          )
                                           )
Saskatoon, in the Province of              )
                                           )     "Thomas J. Gorman"
Saskatchewan, this 13th day of             -----------------------------------
                                           )  THOMAS J. GORMAN
December, A.D. 1996.                       )


/s/ Caroline Gorsalitz
------------------------------
A Notary Public in and
for the Province of Saskatchewan.
Being a Solicitor

<PAGE>



                                                                          FORM 3
                                                     NOTICE OF REGISTERED OFFICE
                                                                    (SECTION 19)
                                                CANADA BUSINESS CORPORATIONS ACT

--------------------------------------------------------------------------------
1.       NAME OF CORPORATION:                                2.  CORPORATION NO.

         CAMECO CORPORATION/CORPORATION CAMECO

--------------------------------------------------------------------------------
3.       PLACE IN CANADA WHERE THE REGISTERED OFFICE IS SITUATED:

         City of Saskatoon, in the Province of Saskatchewan
--------------------------------------------------------------------------------
4.       ADDRESS OF REGISTERED OFFICE:

         2121 - 11th Street W
         Saskatoon SK S7M 1J3
--------------------------------------------------------------------------------
5.       EFFECTIVE DATE OF CHANGE

         Immediately upon the amalgamation of CAMECO CORPORATION/CORPORATION
         CAMECO and CAMECO RESOURCES LTD. becoming effective pursuant to the
         Canada Business Corporations Act.
--------------------------------------------------------------------------------
6.       PREVIOUS ADDRESS OF REGISTERED OFFICE

         N/A


                                                                [RECEIVED STAMP]

--------------------------------------------------------------------------------
DATE                         SIGNATURE                    TITLE

13th December 1996           "Gary M.S. Chad"             General Counsel and
                              Gary M.S. Chad              Corporate Secretary
--------------------------------------------------------------------------------

<PAGE>
<Table>
<Caption>
<S>                 <C>            <C>                           <C>                 <C>
                                                                                       FORM 6
                                                                          NOTICE OF DIRECTORS
                                                                       (SECTIONS 106 and 113)
                                                             CANADA BUSINESS CORPORATIONS ACT
_____________________________________________________________________________________________
                                                                           2. CORPORATION No.
         NAME OF THE CORPORATION:

         CAMECO CORPORATION/CORPORATION CAMECO
_____________________________________________________________________________________________
3.       THE FOLLOWING PERSONS BECAME DIRECTORS OF THIS CORPORATION:

NAME                EFFECTIVE      RESIDENTIAL                        OCCUPATION     RESIDENT
                    DATE           ADDRESS                                           CANADIAN
--------------------------------   -------------------------------    -----------------------

N/A

--------------------------------------------------------------------------
4.       THE FOLLOWING PERSONS CEASED TO BE DIRECTORS OF THIS CORPORATION:

NAME                EFFECTIVE      RESIDENTIAL                        OCCUPATION     RESIDENT
                    DATE           ADDRESS                                           CANADIAN
--------------------------------   -------------------------------    -----------------------

N/A

---------------------------------------------------------------------------------------------
5.       THE DIRECTORS OF THIS CORPORATION NOW ARE:

---------------------------------------------------------------------------------------------
NAME                EFFECTIVE      RESIDENTIAL                        OCCUPATION     RESIDENT
                    DATE           ADDRESS                                           CANADIAN

---------------------------------------------------------------------------------------------
Richard B. Baltzan  Upon           312 Saskatchewan Crescent W.       Physician      Canadian
                    Amalgamation   Saskatoon, SK S7M 0A4

---------------------------------------------------------------------------------------------
Allan E. Blakeney   Upon           1752 Prince of Wales Ave.          Retired        Canadian
                    Amalgamation   Saskatoon, SK S7K 3E5

---------------------------------------------------------------------------------------------
Harry D. Cook       Upon           Bell's Point, Parcel "A"           Executive      Canadian
                    Amalgamation   Lac La Ronge, SK S0J 1L0

---------------------------------------------------------------------------------------------
James R. Curtiss    Upon           3610 Elton Farm Road               Lawyer         American
                    Amalgamation   Brookville, Maryland 20833

---------------------------------------------------------------------------------------------
George Dembroski    Upon           128 Stratford Cres.                Executive      Canadian
                    Amalgamation   Toronto, ON M4N 1C8

---------------------------------------------------------------------------------------------
Justus Dornier      Upon           Goldhaldenstrasse 16, CH-8702      Executive      Swiss
                    Amalgamation   Zollikon, Switzerland

---------------------------------------------------------------------------------------------
Nancy E. Hopkins    Upon           922 University Drive               Lawyer         Canadian
                    Amalgamation   Saskatoon, SK S7N 0KI

---------------------------------------------------------------------------------------------
John R. McCaig      Upon           5909 Elbow Drive S.W.              Executive      Canadian
                    Amalgamation   Calgary, AB T2V lH7

---------------------------------------------------------------------------------------------
Bernard M. Michel   Upon           920 Saskatchewan Crescent E.       Executive      Canadian
                    Amalgamation   Saskatoon, SK S7N 0L5

---------------------------------------------------------------------------------------------
Robert W. Peterson  Upon           3334 Queen Street                  Executive      Canadian
                    Amalgamation   Regina, SK S4S 2E9

---------------------------------------------------------------------------------------------
Robert T. Reid      Upon           397 Hidhurst Place                 Executive      Canadian
                    Amalgamation   West Vancouver, BC V7S 1K2

---------------------------------------------------------------------------------------------
Kim Thorson         Upon           1621 Warren Avenue                 Lawyer         Canadian
                    Amalgamation   Weyburn, SK S4H 0M5

---------------------------------------------------------------------------------------------
DATE                SIGNATURE                                         TITLE

                    "Gary M.S. Chad"
13th December 1996  Gary M.S. Chad                                    General Counsel
                                                                      & Corporate Secretary

---------------------------------------------------------------------------------------------
</Table>

                                                                [RECEIVED STAMP]
</TEXT>
</DOCUMENT>
