LETTER 1 filename1.txt July 8, 2005 Via facsimile and U.S. Mail 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 filed on March 15, 2005 File number 001-14228 Dear Mr. Goheen: We have reviewed your response letter dated June 28, 2005 have the following comment. 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. Form 40-F filed on March 15, 2005 2004 Management`s Discussion and Analysis Accounting Change, Page 55 1. We have reviewed your response to prior comment number 6. Please support your conclusion that this represents an accounting change rather than a correction of an error under Canadian GAAP. Specifically address CICA 1506 in your response. 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. 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 ?? ?? ?? ?? Cameco Corporation July 8, 2005 Page 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 100 F Street, NE WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010