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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 Form 40-F/A
  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 the fiscal year ended December 31, 2006
 Commission File Number: 001-32179
 
 InterOil Corporation
  The
Yukon Territory, Canada
 2911
    
    Not Applicable(Primary Standard Industrial Classification Code)
    
    (I.R.S. Employer Identification Number)
 Level 1
60-92 Cook Street
Cairns, QLD 4870, Australia
+61 (7) 4046-4600
 CT Corporation Systems
111 8th Avenue
New York, New York 10011
(212) 894-8940
 Copy to:
 InterOil Corporation
25025 I-45 North, Suite 420
The Woodlands, TX 77380
Attention: General Counsel
(281) 292-1800
Facsimile: (281) 292-0888
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Shares
    
    American Stock Exchange
 None
 None
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  o þ
 þ o




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EXPLANATORY NOTE   Overview
  Background
      Effects of Restatement
  2




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PRINCIPAL DOCUMENTS
 Report
 A. Annual Information Form
 Company
 B. Audited Annual Financial Statements
  C. Managements Discussion and Analysis
 MD&A
 DISCLOSURE CONTROLS AND PROCEDURES
    3




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Managements Report on Internal Control Over Financial Reporting (Restated)
  Responsibility
  Inherent Limitations
  Assessment
   Accretion and Fair Value of Non-Financial Liability:
 4




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Internal
ControlIntegrated Framework .
   Remediation of Material Weaknesses in Internal Control over Financial Reporting
  Managements Consideration of the Restatement
  Accretion and Fair Value of the Non-Financial Liability
 5




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Changes in internal control over financial reporting
  AUDIT COMMITTEE
  CODE OF ETHICS AND BUSINESS CONDUCT
 http://www.interoil.com
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees Paid to Independent Auditors.
 Audit-Related Fees.
 Tax Fees.
 All Other Fees.
 6




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Pre-Approval.
 OFF BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  AMEX CORPORATE GOVERNANCE
 AMEX
 Shareholder Meeting Quorum Requirement.
 Proxy Delivery Requirement.
  UNDERTAKINGS
  7




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CONSENT TO SERVICE PROCESS
  8




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TABLE OF CONTENTS  SIGNATURESEXHIBIT INDEXRevised Annual Information FormRevised Audited Annual Consolidated Financial StatementsRevised Management's Discussion and AnalysisConsent of PricewaterhouseCoopers LLPConsent of KPMGCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Rule 13a-14(b)Certification of CFO Pursuant to Rule 13a-14(b)    Table of Contents  
 SIGNATURES
  INTEROIL CORPORATION/s/ Phil E. MulacekPhil E. MulacekChairman of the Board,
Chief Executive Officer and
President




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EXHIBIT INDEX
  EXHIBITNUMBER
    
    DESCRIPTION1.
    
    Revised Annual Information Form for the year ended December 31, 20062.
    
    Revised Audited annual consolidated financial statements for the
year ended December 31, 2006, including a reconciliation to United
States generally accepted accounting procedures3.
    
    Revised SOA Section 404 (Management Report on Internal Controls
over Financial Report) (included in Exhibit 2).4.
    
    Revised Managements Discussion and Analysis for the year ended
December 31, 20065.
    
    Consent of PricewaterhouseCoopers
LLP dated October 29, 20076.
    
    Consent of KPMG dated
October 29, 20077.
    
    Credit Agreement between InterOil Corporation and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Clarion Finanz AG dated May
4 2006 (incorporated by reference to Exhibit 7 to the Companys
annual report in Form 40-F for the year ended December 31, 2006 and
filed on March 30, 2007).8.
    
    Memorandum of Understanding between InterOil Corporation, Merrill
Lynch and Clarion Finanz AG (incorporated by reference to Exhibit 8
to the Companys annual report in Form 40-F for the year ended
December 31, 2006 and filed on March 30, 2007).9.
    
    Loan Agreement between EP InterOil, Ltd. and Overseas Private
Investment Corporation dated June 12, 2001, as amended
(incorporated by reference to Exhibit 9 to the Companys annual
report in Form 40-F for the year ended December 31, 2006 and filed
on March 30, 2007).10.
    
    Secured Revolving Crude Import Facility dated 14 August 2006
(incorporated by reference to Exhibit 10 to the Companys annual
report in Form 40-F for the year ended December 31, 2006 and filed
on March 30, 2007).11.
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 193412.
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 193413.
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(b)
or Rule 15d-14(b) of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the United States Code14.
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(b)
or Rule 15d-14(b) of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the United States Code