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UNITED STATES**SECURITIES AND EXCHANGE COMMISSION**
  Washington, DC 20549

FORM 40-F

(Check One)

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

or

**x**
  Annual Report pursuant to Section 13(a) or 15(d)of the Securities Exchange Act
  of 1934

For the fiscal year ended **December 31, 2005**

Commission File Number: 000-28248

VICEROY EXPLORATION LTD.(Exact name of Registrant as specified in its charter)

|British Columbia                   | 1041                                        | Not Applicable      
|---------------------------------- | ------------------------------------------- | --------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer    
|Incorporation or Organization)     | Code)                                       | Identification Code)

Suite 520  700 West Pender Street Vancouver, British
Columbia, V6C 1G8 (604) 669-4777(Address and Telephone
Number of Registrants of principal executive offices)

Corporation Service Company Suite 400 - 2711 Centerville
Road Wilmington, Delaware , U.S.A. 198081-800-927-9801(Name, Address and Telephone Number of Agent for Service in the United
States)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|Title of Each Class | Name of Each Exchange on which Registered
|------------------- | -----------------------------------------
|None                | Not Applicable                           

Securities registered or to be registered pursuant to Section
12(g) of the Act: Common Shares without par value

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed
  with this Form: **x**Annual Information
  Form         **x**Audited
  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 business of
the period covered by the annual report: 42,033,043 common shares without par
value

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 ** ̈** No **x**

Indicate by check mark whether the Registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the 
  Exchange Act during the preceding 12 months (or for such shorter period that
  the Registrant was required to file 
  such reports) and (2) has been subject to such filing requirements for the past
  90 days.
  Yes **x** No ** ̈**

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EXPLANATORY NOTE:

The Registrant is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities and Exchange Act of 1934 (the
Exchange Act) on Form 40-F. The Registrant is a foreign private issuer as
defined in Rule 3b-4 under the Exchange Act. Accordingly, the Registrants
equity securities are exempt from Sections 14(a), 14(b), 14(c) and 16 of the
Exchange Act pursuant to Rule 3a12-3.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 40-F and the Exhibits included
contain statements regarding the Registrants operations which constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the
Exchange Act). These statements can be identified by words such as
"estimates", "projects", "expects", "intends", "believes", "plans", or their
negatives or other comparable words. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
Registrants actual results, performance or achievements to be materially
different from any future results, performance or achievements that may
expressed or implied by such forward-looking statements. The statements are
inherently subject to a variety of risks and uncertainties that could cause
actual results, performance or achievements to differ significantly.
Forward-looking statements include statements regarding the outlook for the
Registrants future operations, plans and timing for the Registrants
exploration programs, statements about future market conditions, supply and
demand conditions, forecasts of future costs and expenditures, and other
expectations, intentions and plans that are not historical fact. You are
cautioned that any such forward-looking statements are not guarantees and may
involve risks and uncertainties. The Registrants actual results may differ
materially from those in the forward-looking statements due to risks facing us
or due to actual facts differing from the assumptions underlying the
Registrants predictions. Some of these risks and assumptions include:

-    general economic and business conditions,
  including changes in interest rates; 
  -    prices of natural resources, costs associated with mineral
  exploration and other economic conditions; 
  -    natural phenomena; 
  -    actions by government authorities, including changes in
  government regulation; 
  -    changes in the resources market; 
  -    future decisions by management in response to changing conditions;
  
  -    ability to execute prospective business plans; and misjudgments
  in the course of preparing forward-looking statements.

These cautionary remarks expressly qualify in their entirety
all forward-looking statements attributable to the Registrant or persons acting
on its behalf. The Registrant assumes no obligation to update these
forward-looking statements to reflect actual results, changes in assumptions or
changes in other factors affecting such statements. Investors should carefully
review the cautionary statements and risk factors contained in this and other
documents that are filed from time to time with the Securities and Exchange
Commission.

Further, the information contained in this Annual Report on
Form 40-F and in the documents incorporated by reference in this Annual Report
on Form 40-F, including the information provided under the heading Risk
Factors in the Registrants Annual Information Form, identifies factors that
could affect the Registrants operating results and performance. The Registrant
urges you to carefully consider these factors.

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RESOURCE ESTIMATES

The Registrants Annual Information Form filed as Exhibit 1 to
this Annual Report on Form 40-Fhas been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. All resource estimates included
in the Registrants Annual Information Form have been prepared in accordance
with Canadian National Instrument 43-101 (NI 43-101). NI 43-101 is a rule
developed by the Canadian Securities Administrators which establishes standards
for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects.

Canadian standards differ significantly from the requirements
of the United States Securities and Exchange Commission (SEC), and resource
information contained in the Registrants Annual Information Form may not be
comparable to similar information disclosed by U.S. companies. In particular,
and without limiting the generality of the foregoing, the term resource does
not equate to the term reserves. Under U.S. standards, mineralization may not
be classified as a reserve unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. The SEC's disclosure standards do not
permit the inclusion of information concerning measured mineral resources,
indicated mineral resources or inferred mineral resources or other
descriptions of the amount of mineralization in mineral deposits that do not
constitute reserves by U.S. standards in documents filed with the SEC, unless
such information is required to be disclosed by the law of the Registrants
jurisdiction of incorporation or of a jurisdiction in which its securities are
traded. United States investors are cautioned not to assume that any part or
all of the mineral deposits in these categories will ever be converted into
reserves. U.S. Investors should also understand that inferred mineral
resources have a great amount of uncertainty as to their existence and great
uncertainty as to their economic and legal feasibility. It cannot be assumed
that all or any party of an inferred mineral resource will ever be upgraded to
a higher category. Under Canadian rules, estimated inferred mineral resources
may not form the basis of feasibility or pre-feasibility studies except in rare
cases. Readers are cautioned not to assume that all or any part of an
inferred mineral resource exists or is economically or legally
mineable.

CURRENCY

Unless otherwise indicated, all dollar amounts in the Annual
Report on Form 40-F are Canadian dollars. The exchange rate of Canadian dollars
into United States dollars, based upon the noon rate of exchange as reported by
the Bank of Canada was U.S.$1.00 = CDN$1.1659 on December 31, 2005, and was U.S.
$1.00 = CDN $1.1647 on March 21, 2006.

ANNUAL INFORMATION FORM

The Registrants Annual Information Form for the fiscal year
ended December 31, 2005 is included herein as Exhibit 1.

AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENTS
DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The Registrants audited financial statements for the fiscal
year ended December 31, 2005, including the report of the auditors with respect
thereto, are included herein as Exhibit 2. The Registrants financial statements
are prepared in accordance with Canadian generally accepted accounting
principles (GAAP), which differ from United States GAAP, and are subject to
Canadian auditing and auditor independence standards, and therefore may not be
comparable to financial statements of United States companies. For a
reconciliation of differences between Canadian and United States generally
accepted accounting principles, see Note 11  United States generally accepted
accounting principles, of the notes to the financial statements.

Managements Discussion and Analysis

The Registrants managements discussion and analysis
(MD&A) for the fiscal year ended December 31, 2005 is included herein as
Exhibit 3.

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DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the
participation of the Registrants management, including the chief executive
officer and chief financial officer, of the effectiveness of the design and
operation of the Registrants disclosure controls and procedures as of the end
of the financial year ended December 31, 2005 in accordance with Rule 13a-15 of
the United States Securities Exchange Act of 1934 (Exchange Act). Based on
that evaluation, the Registrants management, including the chief executive
officer and chief financial officer, concluded that the Registrants disclosure
controls and procedures were effective as of the end of the 2005 financial year
to ensure that information required to be disclosed by the Registrant in reports
that its files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.

The Registrants management, including the chief executive
officer and chief financial officer, identified no change in the Registrants
internal control over financial reporting that occurred during the Registrants
financial year ended December 31, 2005 and that has materially affected, or is
reasonably likely to materially affect, the Registrants internal control over
financial reporting.

The term internal control over financial reporting means a
process designed by, or under supervision of, the Registrants principal
executive and principal financial officers, or persons performing similar
functions, and effected by the Registrant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 and
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 Registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(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 Registrant are being made only in
      accordance with authorizations of management and directors of the
      Registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisitions, use or disposition of the
      Registrants assets that could have a material effect on the financial
      statements.                                                                                                                                             

CODE OF ETHICS

The Registrant has adopted a Code of Ethics that applies to its
president, chief executive officer and chief financial officer, as well as all
of the Registrants directors, officers and employees. A copy of the
Registrants Code of Ethics is incorporated by reference as Exhibit 11 to this
Annual Report on form 40-F. Should there be any amendments or waivers to the
code, they will be filed on www.sedar.com,
submitted on Form 6-K and provided in print to any shareholder who requests
them.

CORPORATE GOVERNANCE GUIDELINES

The Registrants corporate governance practices are included
under Corporate Governance Disclosure of the Registrants Management
Information Circular dated March 14, 2006 in compliance with Canadian securities
rules and available in print to any shareholder who requests them. The
Information Circular is available on www.sedar.com.

AUDIT COMMITTEE

Charter

The Registrants audit committee charter is attached as
Schedule B to the Registrants Management Information Circular dated March 14,
2006. The Information Circular is available on www.sedar.com.

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Composition

The following are the members of the Registrant's audit
committee:

Robert V. Matthews (Chairman) W.
David Black Richard M. Colterjohn

Mr. Colterjohn replaced previous member, Michael H. Halvorson,
on November 9, 2005 at which time Mr. Halvorson was appointed to the
Registrants Corporate Governance and Nominating Committee.

The board of directors has determined that each member of the
audit committee is independent in accordance with Rule 10A-3 of the Securities
Exchange Act of 1934.

Financial Expert

The Registrants board of directors has determined that
  Robert V. Matthews, Chairman of the Audit Committee, qualifies as an independent
  audit committee financial expert, as that term is defined in General
  Instruction B.(8) of Form 40-F. Mr. Matthews is a Chartered Accountant. He is
  currently President of Sheppards Building Materials Inc., was previously a director
  of Viceroy Resource (now Quest) and Manager/Controller for MacMillan Bloedel
  from 1974 to 1993. Mr. Matthews has been a director of several joint venture
  companies and other associations and is CFO of two other public companies. The
  Registrants Board of Directors has also determined that Mr. Matthews is
  independent in accordance with the independent director definition of the American
  Stock Exchange.

PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT
AUDITORS

The following table sets out the Registrants fees paid to its
independent auditor, PricewaterhouseCoopers LLP for the years ended December 31,
2005 and 2004:

Year Ended 
        December 31, 2004
      Year Ended 
        December 31, 2005Audit Fees
    $26,500
    $83,646Audit Related Fees
    Nil
    NilTax Fees
    $13,000
    $7,167All Other Fees
    $5,650
    $2,650


Audit Fees

The aggregate fees (excluding expenses) billed by the Registrant's
  external auditors in the year ended December 31, 2005 was $83,646. These fees
  related to the audit of the consolidated financial statements for the period
  ended December 31, 2004, the audit of the non-consolidated financial statements
  of Minas Argentinas (Barbados) Inc. for the eight years from 1997-2004, inclusive,
  and to a 2005 prospectus including related translation services.

Audit-Related Fees

There were no audit-related fees billed by the Registrants
  external auditors in the year ended December 31, 2005.

Tax Fees

Tax fees in respect of tax planning for the corporate group
billed in the year ended December 31, 2005 was $7,167.

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All Other Fees

Other fees billed by the Registrants external auditors in the
year ended December 31, 2005 was $2,650 representing a subscription fee for
various regulatory and professional standards in the US and Canada compiled by
the Registrants auditors.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS

The Registrants Audit Committee pre-approves all audit
services to be provided to it by the Registrants independent auditors. The
Registrants Audit Committees policy regarding the pre-approval of non-audit
services to be provided to it by the Registrants independent auditors is that
all such services shall be pre-approved by the Audit Committee. Non-audit
services that are prohibited to be provided by the Registrants independent
auditors may not be pre-approved. In addition, prior to the granting of any
pre-approval, the Registrants Audit Committee must be satisfied that the
performance of the services in question will not compromise the independence of
the independent auditors.

To date, matters requiring pre-approval of the audit committee
pursuant to paragraph (c)(7)(i) of Rule 2-01 of SEC Regulation S-X, of which
there were three, were pre-approved by the chairman of the audit committee.
Ratification of these has been received from the full audit committee.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has not entered into any off-balance sheet
arrangements.

CONTRACTUAL COMMITMENTS

The following provides information with respect to the
Registrants known contractual obligations as of December 31, 2005:

Payment due by periodContractual Obligations
    Total
    Less than 1
      Year
    1 - 3 Years
    **3** **-
      5** **Years**
    More than 5
      YearsLong-Term Debt Obligations
    -
    -
    -
    -
    -Capital (Finance) Lease Obligations
    -
    -
    -
    -
    -Operating Lease Obligations (1)
    126,230
    82,442
    43,788
    -
    -Purchase Obligations
    -
    -
    -
    -
    -Other Long-Term Liabilities Reflected on the
      Registrant's Balance Sheet under the GAAP of the primary financial
      statements
    -
    -
    -
    -
    -Total
    126,230
    82,442
    43,788
    -
    -


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|(1) | Operating lease obligations are comprised of the
      following:
|--- | -----------------------------------------------------------------

Payments Due by PeriodLess than
    
    1  3Total
    
    1 year
    
    years**$**
    
    **$**
    
    **$**Vancouver office
    118,853
    
    75,065
    
    43,788Argentina office
    7,377
    
    7,377
    
    -126,230
    
    82,442
    
    43,788


Additional information related to the Registrants obligations
and commitments is provided in the notes to the audited financial statements
that are included as an exhibit to this Annual Report on Form 40-F.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an Annual Report on Form
40-F arises; or transactions in said securities.

Consent to Service of Process

The Registrant filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X signed by the Registrant and its agent for
service of process concurrently with the filing of this Form 40-F with respect
to the class of securities in relation to which the obligation to file the Form
40-F arises, which Form F-X is incorporated herein by reference.

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.

VICEROY EXPLORATION LTD.



|/s/ Patrick G. Downey                 | 
|------------------------------------- | 
|Patrick G. Downey                     | 
|President and Chief Executive Officer | 

Date: March 21, 2006

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EXHIBIT INDEX

Annual Information

|Exhibit 1 | Annual
        Information Form for the year ended December 31, 2005, dated March 21,
        2006.                                                                                                                                                                               
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                                                                                   
|Exhibit 2 | Audited
        Consolidated Financial Statements for the financial year ended December
        31, 2005, prepared in accordance with Canadian generally accepted accounting
        principles, and reconciled to United States generally accepted accounting
        principles.
|
|
|          |                                                                                                                                                                                                                                                                                   
|Exhibit 3 | Managements
        Discussion and Analysis of Financial Condition and Results of Operations
        for the year ended December 31, 2005.                                                                                                                                       
|

Certifications

|Exhibit 4  | Certifications
        by the Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a)
        of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002. 
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                                               
|Exhibit 5  | Certifications
        by the Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a)
        of the  Exchange Act, as adopted pursuant to Section 302 of
        the Sarbanes-Oxley Act of 2002.
|           |                                                                                                                                                                                                               
|Exhibit 6  | Certificate
        of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          
|           |                                                                                                                                                                                                               
|Exhibit 7  | Certificate
        of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          
|           |                                                                                                                                                                                                               
|Consents   |                                                                                                                                                                                                               
|           |                                                                                                                                                                                                               
|Exhibit 8  | Consent
        of PricewaterhouseCoopers LLP                                                                                                                                                                 
|           |                                                                                                                                                                                                               
|Exhibit 9  | Consent
        of Ronald G. Simpson                                                                                                                                                                          
|           |                                                                                                                                                                                                               
|Exhibit 10 | Consent
        of Amec Americas Limited                                                                                                                                                                      
|           |                                                                                                                                                                                                               
|Other      |                                                                                                                                                                                                               
|           |                                                                                                                                                                                                               
|Exhibit 11 | Code of Ethics filed
        with the Commission on June 24, 2004 by the Registrant, File Number 000-
        28248 under the Annual Report on Form 20-F with the same Exhibit number.                        
|

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