SecProbe.io

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May 12, 2005

Via facsimile and U.S. Mail

Cameco Corporation
Gary M.S. Chad
Senior Vice-President, Governance,
Legal and Regulatory Affairs, and
Corporate Secretary
2121 - 11th Street West
Saskatoon, Saskatchewan, S7M 1J3
Canada

            RE:        Cameco Corporation
                          Form 40-F filed on March 15, 2005
                           File number 001-14228

Dear Mr. Chad:

      We have reviewed the above filing and have the following
comments.  Our review has been limited to those matters
specifically
addressed in this letter. 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 comments are
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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

            Please understand that the purpose of our review
process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

	Form 40-F filed on March 15, 2005

2004 Consolidated Financial Statements

	6. Long-Term Debt, Page 8

1. We note that convertible loans have been segregated into their
liability and equity components measured at their respective fair
values. Under U.S. GAAP, the convertible loans should be recorded
entirely as debt with no portion segregated as an equity
component.
Please refer APB Opinion No. 14 Accounting for Convertible Debt
and
Debt Issued with Stock Purchase Warrants for further detail.
Please
explain why your reconciliation to U.S. GAAP does not reflect a
difference resulting from the accounting for convertible loans.

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

2. Please tell us why no amounts were allocated to intangible
assets
as part of your purchase price allocation process.  Also, please
tell
us how you determined the fair value of the property, plant and
equipment, why the fair value of these assets significantly
exceeded
the book value and why no amounts were allocated to goodwill.

Restructuring of the Gold Business, Page 24

3. We note that prior to acquiring an additional 66.7% interest in
KGC, you accounted for Cameco Gold Inc.`s 33.3% interest using the
proportionate consolidation method. Please tell us whether KGC
qualified for the accommodation under Item 17 (c)(2)(vii) of Form
20-
F that permits issuers to omit differences in classification or
display that result from using proportionate consolidation in the
reconciliation to U.S. GAAP. If not, please tell us whether any
consideration was given to EITF 00-1 Investor Balance Sheet and
Income Statement Display under the Equity Method for Investments
in
Certain Partnerships and Other Ventures when preparing your
reconciliation to U.S. GAAP and whether you believe accounting for
Cameco Gold Inc`s 33.3% interest using the proportionate
consolidation method was appropriate under U.S. GAAP.

Depreciation and Depletion, Page 39

4. We note that you measure the amount of depreciation and
depletion
by the portion of the mines` economically recoverable proven and
probable ore reserves. Please compare this economically
recoverable
proven and probable ore reserves to reserves and resources
calculated
in accordance with National Instrument 43-101 of the Canadian
securities regulatory authorities and tell us whether any
difference
exists. Additionally compare the units used to calculate your
depreciation, depletion and amortization under Canadian GAAP to
proven and probable reserves, as defined in Industry Guide 7,
which
should be used for US GAAP.  To the extent that the reserve base
used
to measure your Canadian GAAP financial statements differs
Industry
Guide 7 reserves explain why your reconciliation to U.S. GAAP does
not reflect a reconciling item.  In this regard, we note that
there
appears to be different quantities for estimated gold reserves
which
resulted from using different gold prices. Please refer page 2 of
the
Form 40-F under Note Regarding Reserves and Resources.

5. In addition, we note that for the purpose of estimating uranium
reserves in accordance with National Instrument 43-101, a uranium
price of $21.80(US) was used. For the purpose of estimating
reserves
in accordance with United States Securities and Exchange
Commission`s
Industry Guide 7, a uranium price of $13.40(US) was used. You
stated
that the estimated uranium reserves are the same using either
uranium
price. Please explain why the estimated uranium reserves are not
different since you are using a different uranium price. Please
clarify your disclosure that the reserves would be the same using
either uranium price.

      Revenue Recognition, Page 40

3. For each major type of revenue transaction described in your
revenue recognition policy note, please supplementally tell us in
detail as to when and how you recognize revenue.  Additionally
explain why your policies are appropriate and meet each of the
criteria for revenue recognition outlined under Staff Accounting
Bulletins No. 104 Revenue Recognition in Financial Statements (SAB
104).

4.
We note that you record revenue on the sale of nuclear products to
utility customers when title to the product transfers and delivery
is
effected through book transfer. We also note that you may hold
customer owned product at your premises prior to shipment of the
product. Please advise us on the following matters:

a. Explain what you meant by "delivery is effected through book
transfer".

b. Tell us whether customer payment terms coincide with the
acceptance terms. Also, tell us whether you made any concessions
such
as extended payment terms, indefinite use of the storage
facilities
at no cost to the buyer, and an unqualified right of exchange.

c. Tell us whether your customers have the right to return the
products held at your premises. If so, please tell us how you met
the
criteria for revenue recognition outlined in paragraph 6 of FASB
Statement No. 48 Revenue Recognition When Right of Return Exists.

d. For arrangements under which you hold customer owned product,
please tell us whether you consider delivery of the product to
have
occurred. In this regard, please be advised that under SAB 104,
delivery generally is not considered to have occurred unless the
customer has taken title and assumed the risks and rewards of
ownership of the products specified in the customer purchase order
or
sales agreement. Typically, this occurs when a product is
delivered
to the customer`s deliver site.

e. In the interpretive response to Question 3 in SAB 101, the
Commission has set forth criteria to be met in order to recognize
revenue when delivery has not occurred. Please tell us how you met
the criteria outlined in the interpretive response.

2004 Management`s Discussion and Analysis

	Accounting Change, Page 55

7. 	The manner in which you describe your accounting change is
unclear. Please explain what you mean by the term accounting
change.
Additionally explain why you believe this revision of your
accounting
for the restructuring transactions which led to a restatement of
previously issued interim financial statements is considered an
accounting change. Please explain to us in detail how you
originally
accounted for the restructuring transactions that help create
Centerra Gold Inc. and describe the events that led to discovering
that a more "appropriate" basis of accounting existed. Please also
tell us why you believe that the new basis of accounting is more
appropriate.   Please contact us to discuss this comment at your
earliest convenience.

Exhibit 99.1 and 99.2

8. 	Please revise paragraph 5 of the certification to be
consistent
with the language specified in the standard version. Please refer
Item 601 (31) of Regulation S-K.

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 supplemental 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.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Yong Choi, Staff Accountant at (202) 824-5682
or
Jill Davis, Branch Chief at (202) 942-1996 if you have questions
regarding comments on the financial statements and related
matters.
Direct any other questions to the undersigned at (202) 942-1870.

Sincerely,

H. Roger Schwall

Assistant Director
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Cameco Corporation
May 12, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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