6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 Under
the Securities Exchange Act of 1934

For the month of December, 2009

Cameco Corporation

(Commission file No. 1-14228)

2121-11th Street West
Saskatoon, Saskatchewan, Canada S7M 1J3
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F o                 Form 40-F þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                 No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Exhibit Index

Exhibit No.	Description	Page No.
1.	Material Change Report December 14, 2009	3 — 4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 14, 2009	Cameco Corporation
	By:	“Gary M. S. Chad”
		Gary M.S. Chad
		Senior Vice-President, Governance, Law and Corporate Secretary

2

EX-99.1

Exhibit 1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 — Name and Address of Company

Cameco Corporation (“Cameco”)
2121 — 11th Street West, Saskatoon, Saskatchewan S7M 1J3

Item 2 — Date of Material Change

December 8, 2009

Item 3 — News Release

The English version of the news release relating to this material change was distributed by Marketwire on December 8, 2009.

Item 4 — Summary of Material Change

Cameco and Centerra Gold Inc. (“Centerra”) entered into an agreement with a syndicate of underwriters who have agreed to purchase the 88,618,472 common shares of Centerra now held by Cameco, on a bought deal basis, at a price of C$10.25 per share for sale to the public. The offering is expected to provide Cameco with net proceeds of approximately C$872 million prior to payment of expenses. As a result of the sale and the related transfer of Centerra common shares to Kyrgyzaltyn JSC, Cameco will dispose of its entire interest in Centerra.

Item 5 — Full Description of Material Change

Cameco and Centerra entered into an agreement with a syndicate of underwriters, led by CIBC World Markets Inc. and RBC Capital Markets, who have agreed to purchase the 88,618,472 common shares of Centerra now held by Cameco, on a bought deal basis, at a price of C$10.25 per share for sale to the public.

The offering is expected to provide Cameco with net proceeds of approximately C$872 million prior to payment of expenses. The net proceeds of the offering will further strengthen Cameco’s capital position. Cameco intends to use the net proceeds for general corporate purposes, primarily to grow its core uranium business as it pursues its target of doubling uranium production. None of the proceeds will be received by Centerra. Cameco has agreed to pay customary costs and expenses associated with the offering, other than underwriters’ out-of-pocket costs and their costs of counsel.

As a result of the sale and the related transfer described below, Cameco will dispose of its entire interest in Centerra, consisting of 113,918,472 common shares, or 48.5% of the outstanding common shares. Concurrently with closing of the offering of 88,618,472 common shares, as described above, Cameco will also transfer 25,300,000 common shares of Centerra to Kyrgyzaltyn JSC pursuant to the Agreement on New Terms which Cameco entered into with the Government of Kyrgyz Republic on April 24, 2009.

The common shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada and may also be offered on a private placement basis in certain jurisdictions outside of Canada pursuant to applicable prospectus or registration exemptions.

Centerra will file with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, a preliminary short form prospectus in respect of the sale of the shares. The offering is subject to certain customary terms and conditions. Closing of the offering is expected to take place on or about December 30, 2009.

1

Item 6 — Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 — Omitted Information

Not applicable.

Item 8 — Executive Officer

Gary M.S. Chad
Senior Vice-President, Governance, Law and Corporate Secretary
Cameco Corporation
(306) 956-6303

Item 9 — Date of Report

December 14, 2009

2