UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION - WASHINGTON, D.C. 20549


Form
40-F




 ̈           Registration
statement pursuant to Section 12 of the Securities Exchange Act of 1934;
or


þ           Annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934





For
fiscal year ended: December 31, 2008


Commission
file number: No. 0-50832




Vermilion Energy
Trust


(Exact
name of registrant as specified in its charter)




Alberta


(Province
or other jurisdiction of incorporation or organization)




1311


(Primary
standard industrial classification code number)




N/A


(I.R.S.
employer identification number)




2800,
400 – 4th Avenue S.W.


Calgary,
Alberta T2P 0J4 Canada


(403)
269-4884


(Address
and telephone number of registrant's principal executive office)




National
Corporate Research, Ltd.


225
West 34th Street, Suite 910


New
York, New York 10122 U.S.A.


(212)
947-7200


(Name,
address and telephone number of agent for service in the United
States)





Securities
registered pursuant to Section 12(b) of the Act:


Title of
each class:  N/A                                                      Name
of each exchange on which registered:  N/A





Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  Trust
Units





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Not
Applicable





For annual
reports, indicate by check mark the information filed with this
form:





þ           Annual Information
Form                                                      þ           Audited Annual Financial
Statements





Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual
report:


77,185,830 Trust Units (including
exchangeable shares)





Indicate
by check mark whether the registrant by filing 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
(the  "Exchange Act"). If "Yes" is marked, indicate the file number
assigned to the registrant in connection with such rule.





 ̈           Yes                                           þ           No





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13(d) or 15(d) of the Exchange Act during the proceeding 12
months (or for such shorter period that the registrant has been required to file
such reports); and (2) has been subject to such filing requirements in the past
90 days.





þ           Yes                                            ̈           No









DISCLOSURE
CONTROLS AND PROCEDURES
 
 A.
Evaluation of Disclosure Controls and Procedures
 
 Vermilion
Energy Trust (the "Registrant") maintains disclosure controls and procedures and
internal control over financial reporting designed to ensure that information
required to be disclosed in the Registrant's filings under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed,
summarized and reported within the time period specified in the rules and forms
of the Securities and Exchange Commission (the "SEC").  Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. The
Registrant's Chief Executive Officer and Chief Financial Officer, after having
evaluated the effectiveness of the Registrant's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(e) and 15d-14(e)) as of the
end of the period covered by this report have concluded that, as of such date,
the Registrant's disclosure controls and procedures are effective to ensure
that  information relating to the Registrant and its consolidated
subsidiaries would be made known to them by others within those entities.
However, as recommended by the SEC in its adopting release, the Registrant will
continue to periodically evaluate its disclosure controls and procedures and
will make modifications from time to time as deemed necessary to ensure that
information is recorded, processed, summarized and reported within the time
period's specified in the SEC's rules and forms.
 
 B.
Changes in Internal Control Over Financial Reporting
  A
company's internal control over financial reporting is a process designed by, or
under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial
statements.
  There was
no change in the Registrant's internal control over financial reporting that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, its internal control over
financial reporting.
 
 C.  Management’s Annual
Report on Internal Controls.
 
 See page 2
of the 2008 Audited Financial Statements included as Exhibit 99.3 to this
report.
 
 D. Auditor
Attestation
 
 See page 4
of the 2008 Audited Financial Statements included as Exhibit 99.3 to this
report.
  2




AUDIT
COMMITTEE FINANCIAL EXPERT
 
 The
Registrant's Board of Directors has determined that it has at least one audit
committee financial expert (as such term is defined in the rules andregulations of the SEC)
serving on its Audit Committee. Joseph F. Killihas been determined to
be such audit committee financial expert and is independent (as such term is
defined by the New York Stock Exchange's corporate governance
standards).
 
 The SEC
has indicated that the designation of Joseph F. Killias an audit committee
financial expert does not make him an "expert" for any purpose, impose on him
any duties, obligations or liability that are greater than the duties,
obligations or liability imposed on him as a member of the Audit Committee and
the Board of Directors in absence of such designation, or affect the duties,
obligations or liability of any other member of the Audit Committee or Board
of
 Directors.
 
 CODE
OF ETHICS
 
 The
Registrant has adopted a written “code of ethics” (as that term is defined in
Form 40-F) that applies to its principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions (together, the “Financial Supervisors”).  A copy of
such code of ethics is available upon request or on the Trust’s website at
www.vermilionenergy.com.
 
 PRINCIPAL
ACCOUNTANT FEES AND SERVICES
 
 See page
36 of the year ended December 31, 2008 Annual Information Form included as
Exhibit 99.1 to this report.
 
 AUDIT
COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
 
 The audit
committee pre-approves all audit related fees.  The auditors present
the estimate for the annual audit related services to the Committee for approval
prior to undertaking the annual audit of the financial statements.
 
 AUDIT
COMMITTEE APPROVAL OF NON-AUDIT SERVICES
 
 All
non-audit fees were pre-approved by the Registrant’s audit committee and none
were approved on the basis of the de minimis exemption set forth in Rule
2-01(c)(7)(i)(C) of Regulation S-X .
 
 NOTICES
RELATING TO PENSION FUND BLACKOUT PERIODS
 
 None
 
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 The Trust
has certain lease agreements that are entered into in the normal course of
operations. All leases are operating leases and accordingly no asset or
liability value has been assigned in the balance sheet as of December 31,
2008.
 
 The Trust
uses a variety of options including funded and costless collars and puts to
manage the risk associated with fluctuating commodity prices on the sale of
crude oil and natural gas. The Trust does not obtain collateral or other
security to support its financial derivatives as the majority of these
instruments are with the Trust’s banking syndicate.
 
 The Trust
has not entered into any guarantee or off balance sheet arrangements that would
adversely impact the Trust’s financial position or results of
operations.
  3




TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
 
 Payments
due by period (Cdn $000’s)
  Total
                      
                      
                      Less than 1 year
                      
                      
                      1-3 years
                      
                      
                      3-5 years
                      
                      
                      More than 5 yearsLong-term
      debt obligations (1)
                      
                      
                      197,651
                      
                      
                      
                      -
                      
                      
                      
                      197,651
                      
                      
                      
                      -
                      
                      
                      
                      -Operating lease obligations
                      
                      
                      53,015
                      
                      
                      
                      4,063
                      
                      
                      
                      10,224
                      
                      
                      
                      7,862
                      
                      
                      
                      30,866Total
                      
                      
                      250,666
                      
                      
                      
                      4,063
                      
                      
                      
                      207,875
                      
                      
                      
                      7,862
                      
                      
                      
                      30,866(1) Does
      not include interest




IDENTIFICATION
OF THE AUDIT COMMITTEE
 
 See page
35 of the year ended December 31, 2008 Annual Information Form included as
Exhibit 99.1 to this report.
 
 UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
 
 A.  Undertaking
 
 The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the SEC, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to the securities in relation to which the obligation to file an annual report
on Form 40-F arises or transactions in said securities.
 
 B.  Consent
to Service of Process
 
 The
Registrant has previously filed with the SEC a Form F-X in connection with the
class of securities in relation to which the obligation to file this report
arises.
 
 SIGNATURES
 
 Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.




VERMILION
      ENERGY TRUST (the Registrant)Date:
      March 17, 2009
                      
                      By:
                      (“Curtis Hicks”)Curtis
      W. HicksExecutive
      Vice President and Chief Financial
Officer






4




EXHIBIT
INDEX
 
 Exhibits
                Description99.1
                Annual
      Information Form for the Year Ended December 31, 200899.2
                Management's
      Discussion and Analysis from the 2008 Annual Report to
      Shareholders99.3
                Audited
      Annual Financial Statements for the Year Ended December 31,
      200899.4
                Consent
      Letter from Independent Registered Chartered
Accountants99.5
                Consent
      of Independent Engineers GLJ Petroleum Consultants Ltd.99.6
                Officers'
      Certifications Required by Rule 13a-14(a) or Rule
  15d-14(a)99.7
                Officers'
      Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section
      1350 of Chapter63
      of Title 18 of the United States
Code