**UNITED
      STATES**


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


**Form
      40-F**


o  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, 2005**


**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: **68,875,321
      Trust Units (basic, 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"). 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 were adequate and effective to ensure that
      material 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**





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.




**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 and **** regulations
      of the
      SEC) serving on its Audit Committee. Joseph F. Killi **** has
      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. Killi **** as
      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.





**PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





See
      page 35 of the
      Renewal 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**





The
      audit committee
      pre-approves each non-audit engagement individually. There are no policies
      and
      procedures by which engagement for a particular non-audit service may be
      pre-approved.





**NOTICES
      RELATING TO PENSION FUND BLACKOUT PERIODS**





None





2




**OFF-BALANCE
      SHEET ARRANGEMENTS**




None




**TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS**





Payments
      due by
      period (Cdn $000’s)





**Total**
            
            **Less
                than 1 year**
            
            **1-3
                years**
            
            **4-5
                years**
            
            **More
                than 5 years**Long-term
                debt obligations
            
            
            271,099
            
            
            -
            
            
            271,099Total
            
            
            271,099
            
            
            -
            
            
            271,099





**IDENTIFICATION
      OF THE AUDIT COMMITTEE**




See
      page 35 of the
      Renewal 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
                15, 2006
            
            By:***(“Curtis
                W. Hicks”)***Curtis
                W.
                HicksExecutive
                Vice President and Chief Financial Officer





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**EXHIBIT
      INDEX**





**Exhibits**
            
            **Description**99.1
            
            Renewal
                Annual Information Form for the Year Ended December 31,
                200599.2
            
            Management's
                Discussion and Analysis from the 2005 Annual Report to
                Shareholders99.3
            
            Audited
                Annual Financial Statements for the Year Ended December 31,
                200599.4
            
            Consent
                Letter fromIndependent
                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 Chapter 63 of Title 18 of the United States Code






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