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<SEC-DOCUMENT>0000000000-05-031431.txt : 20060810
<SEC-HEADER>0000000000-05-031431.hdr.sgml : 20060810
<ACCEPTANCE-DATETIME>20050621135611
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-031431
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050621

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CAMECO CORP
		CENTRAL INDEX KEY:			0001009001
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS METAL ORES [1090]
		IRS NUMBER:				980113090
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		2121 11TH ST W
		CITY:			SASKATOON
		STATE:			A9
		ZIP:			S7M 1J3
		BUSINESS PHONE:		3069566200

	MAIL ADDRESS:	
		STREET 1:		2121 11TH ST W.
		CITY:			SASKATOON
		STATE:			A9
		ZIP:			S7M 1J3
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								June 15, 2005



Cameco Corporation
Kim Goheen
Senior Vice-President, and
Chief Financial Officer
2121 - 11th Street West
Saskatoon, Saskatchewan, S7M 1J3
Canada

      RE:        Cameco Corporation
                          Form 40-F for the Year Ended December
31,
2004
 		  File number 001-14228
		  Supplemental Response dated May 27, 2005

Dear Mr. Goheen:

      We have reviewed your response letter and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.  The page numbers
referenced below correspond to those utilized in the Form 40-F.

Form 40-F for the Year Ended December 31, 2004

2004 Consolidated Financial Statements

Long-Term Debt, Page 8

1. We are considering your response to prior comment 1.


Investment in Bruce Power L. P. (Bruce Power), Page 16

2. We note your response to our prior comment 2. We understand
that
you have assigned the excess purchase price of the acquisition to
the
Bruce Power lease with no amounts allocated to goodwill.  Please
explain in greater detail how you determined the fair value of the
assets and liabilities acquired.   We note your statement
regarding
the fact that the reasonableness of the allocation was supported
using
discounted cash flow measures, which indicated expected rates of
return in excess of Cameco`s cost of capital. However, it is
unclear
how this complies with paragraphs 37(d)(1) and (e) of SFAS 141 for
US
GAAP.  Also explain in greater detail the extent to which you
considered the finite term of the lease when forming your
conclusion
that the excess price on the acquisition was assigned to the
lease.
Refer also to paragraph 6 of EITF Issue 04-04 for US GAAP.

Revenue Recognition, Page 40

3. We are considering your response to prior comments 6 and 7.

4. We have reviewed your response to prior comment 6 regarding
your
gold sales. We note that you sell dore subject to final assay
results.
Please tell us whether or not there are significant differences
between the preliminary assay and the final assay and whether or
not
this has resulted in significant changes in the amount recorded as
revenue.  Also, please clarify whether you enter into any
provisionally priced contracts along with their significant
characteristics such as average price swing and the average term
these
contracts remain outstanding.  Refer to Topic VII of the September
25,
2002 AICPA SEC Regulations Committee meeting highlights
(http://www.aicpa.org/download/belt/2002_09_25_highlights.pdf) for
US
GAAP.

2004 Management`s Discussion and Analysis

Accounting Change, Page 55

5. We note your response to our prior comment 7. Please clarify
your
disclosure regarding the revision to your financial statements
that
you have described as an accounting change, which led to a
restatement
of previously issued interim financial statements, as a correction
of
an error. In US GAAP the term accounting change is defined in
paragraph 6 of APBO No 20 as a change in an accounting principle,
an
accounting estimate, or the reporting entity.  The correction of
an
error in previously issued financial statements is not deemed to
be an
accounting change. This revision should be made throughout the
document where applicable.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      You may contact Yong Choi at (202) 551-3758 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,



								Jill Davis
								Branch Chief
??

??

??

??

Mr. Goheen
Cameco Corporation
June 15, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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