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UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

FORM 40-F

[   ]    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 October 31, 2011 | Commission File Number 001-32345
|------------------------------------------ | --------------------------------

Cardero Resource
Corp.(Exact name of Registrant as specified in its
charter)

|British Columbia, Canada           |                                             | Not Applicable     
|---------------------------------- | ------------------------------------------- | -------------------
|(Province or Other Jurisdiction of | 1221                                        | (I.R.S. Employer   
|Incorporation or Organization)     | (Primary Standard Industrial Classification | Identification No.)
|                                   | Code No.)                                   |                    

#2300  1177 West Hastings
Street Vancouver, British Columbia, V6E 2K3 (604)
408-7488(Address and telephone number of Registrants principal
executive offices)

DL Services Inc.Columbia Center, 701 Fifth Avenue,
Suite 6100 Seattle, WA 98104-7043 (206) 903-5448(Name,
address (including zip code) and telephone number (including area code) 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:
|--------------------------- | ------------------------------------------
|Common Shares, no par value | NYSE Amex LLC                             

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

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 Annual Financial
      Statements
|----------------------------- | -----------------------------------------------

At October 31, 2011, the Registrant had outstanding
83,054,104 common shares without par value.

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.
[X] Yes      [  ] No

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files).

[  ] Yes       [ 
] No

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DOCUMENTS INCORPORATED BY REFERENCE

The Annual Information Form (“AIF”) of Cardero Resource Corp. (the “Registrant” or the “Company”) for the fiscal year ended October 31, 2011 is incorporated herein by reference.

The audited consolidated financial statements of the Company for the years ended October 31, 2011 and 2010, including the report of the auditors with respect thereto, are incorporated herein by reference.  For a reconciliation of important differences between Canadian generally accepted accounting principles (“Canadian GAAP”) and United States generally accepted accounting principles (“U.S. GAAP”), see Note 15 to the Company’s audited consolidated financial statements.

The Company’s management’s discussion and analysis (“MD&A”) for the year ended October 31, 2011 is incorporated herein by reference.

EXPLANATORY NOTE

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

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.

The Company has prepared the financial statements included in this annual report in accordance with Canadian GAAP, and is subject to Canadian auditing and auditor independence standards.  Accordingly, the financial statements of the Company included in this report may not be comparable to financial statements of United States companies.  Significant differences between Canadian GAAP and U.S. GAAP are described in Note 15 to the audited consolidated financial statements of the Company included in this report.

Unless otherwise indicated, all dollar amounts are reported in Canadian dollars.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned exploration and development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future.  Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved.  Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed.  Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the AIF.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Company assumes no obligation to update such forward-looking statements in the future.  For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

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DISCLOSURE CONTROLS AND PROCEDURES

The information provided under the heading “Evaluation of Disclosure Controls and Procedures” (page 55) contained in the MD&A is incorporated by reference herein.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The information provided under the heading “Management’s Report On Internal Control Over Financial Reporting” contained at the beginning of the Company’s audited consolidated financial statements is incorporated by reference herein.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM

The information provided under the heading “Report of Independent Registered Public Accounting Firm to the Shareholders of Cardero Resource Corp. (an Exploration Stage Company)” contained at the beginning of the Company’s audited consolidated financial statements is incorporated by reference herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The information provided under the heading “Changes In Internal Control Over Financial Reporting” (page 56) contained in the MD&A is incorporated by reference herein.

DIRECTOR INDEPENDENCE

The Company’s Board of Directors consists of the following individuals: Hendrik Van Alphen, Lawrence W. Talbot, Leonard Harris, Murray Hitzman and Stephan Fitch.  The Company’s Board of Directors has determined that Messrs. Harris, Hitzman and Fitch are “independent” under the criteria established by NYSE Amex.

AUDIT COMMITTEE IDENTIFICATION AND FINANCIAL EXPERT

The information provided in Schedule “A” to the AIF is incorporated by reference herein.  The Company’s Board of Directors has determined that Stephan Fitch, a member of the Audit Committee, is an “audit committee financial expert” within the meaning of the Commission’s rules.  Mr. Fitch is “independent” under the criteria established by NYSE Amex.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.  A copy of the Company’s code of ethics has been posted on the Company’s Internet website at www.cardero.com.  No substantive amendments were made to the Company’s code of ethics during the fiscal year ended October 31, 2011 and no waivers of the Company’s code of ethics were granted to any principal officer of the Company or any person performing similar functions during the fiscal year ended October 31, 2011.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information provided under the headings “Pre-Approval Policies and Procedures” (page 12) and “External Auditor Service Fees (By Category)” (page 12) contained in Schedule “A” to the AIF is incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table presents, as at October 31, 2011, the Company’s known contractual obligations, aggregated by type of contractual obligation as set forth below:

Payments Due by Period(2)Contractual obligations
    Total
    Less than 1 Year
    1-3 Years
    3-5 Years
    More than 5 YearsOperating lease obligations (1)
    7,380,654
    692,389
    2,154,153
    2,226,206
    2,307,906Total contractual obligations
    $		7,380,654
    $		692,389
    $		2,154,153
    $		2,226,206
    $		2,307,906


|(1) | Obligations in respect of office and facilities
      leases.
|--- | -------------------------------------------------------------

MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKINGS

The Company 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 Company has previously filed with the Commission a written
consent to service of process and power of attorney on Form F-X. Any change to
the name or address of the Companys agent for service shall be communicated
promptly to the Commission by amendment to the Form F-X referencing the file
number of the Company.

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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.

| | CARDERO RESOURCE CORP.               
| | -------------------------------------
| |                                      
| |                                      
| |                                      
| | /s/  Michael Hunter                  
| | Michael Hunter                       
| | President and Chief Executive Officer

Date: January 30, 2012

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EXHIBIT INDEX

The following documents are being filed with the Commission as
exhibits to this annual report on Form 40-F.

|Exhibit | Description                                                                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                    
|1.      | Annual Information Form                                                                                                                                                                            
|        |                                                                                                                                                                                                    
|2.      | Audited Consolidated Financial
  Statements, including the reports of the auditors with respect thereto                                                                                            
|        |                                                                                                                                                                                                    
|3.      | Managements Discussion and
      Analysis                                                                                                                                                         
|        |                                                                                                                                                                                                    
|4.(1)   | Management Information Circular dated August 11, 2011 in respect of the 2011 Annual General Meeting                                                                                                
|        |                                                                                                                                                                                                    
|5.(2)   | Technical Report dated December 6, 2011 entitled “Technical Report, Carbon Creek Coal Property, British Columbia, Canada” prepared by Norwest Corporation.                                         
|       
|6.      | Technical Report dated January 18, 2012 entitled “Technical Report, Sheini Hills Iron Project, Ghana, Africa” prepared by Keith J. Henderson, EurGeol.                                             
|        |                                                                                                                                                                                                    
|7.      | Technical Report dated January 27, 2012, effective January 19, 2012, entitled “Technical Report on the Longnose Ilmenite Project, Minnesota, USA” prepared by SRK Consulting (Canada) Inc.         
|       
|8.      | Technical Report dated January 27, 2012, effective January 19, 2012, entitled “Technical Report on the Titac Ilmenite Exploration Project, Minnesota, USA” prepared by SRK Consulting (Canada) Inc.
|        |                                                                                                                                                                                                    
|9.      | Certification of Chief
  Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                                    
|        |                                                                                                                                                                                                    
|10.     | Certification of Chief
  Financial Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                                    
|        |                                                                                                                                                                                                    
|11.     | Certification of Chief
      Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002                                      
|        |                                                                                                                                                                                                    
|12.     | Certification of Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002                                      
|        |                                                                                                                                                                                                    
|13.     | Consent of Smythe Ratcliffe LLP                                                                                                                                                                    
|        |                                                                                                                                                                                                    
|14.     | Consent of Norwest Corporation,
      Gary M. Stubblefield and Lawrence D. Henchel                                                                                                                 
|        |                                                                                                                                                                                                    
|15.     | Consent of Keith J. Henderson                                                                                                                                                                      
|        |                                                                                                                                                                                                    
|16.     | Consent of SRK Consulting
  (Canada) Inc., Mike Johnson, Darrell Farrow and Wayne Barnett                                                                                                          

|(1) | Incorporated by reference to the Form 6-K furnished by
      the Company on August 24, 2011. 
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(2) | Incorporated by reference to the Form 6-K furnished by
      the Company on January 11, 2012.

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