U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM 40-F/A

(Amendment No. 2)

 ̈ 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, 2005

Commission File Number 001-32345



Cardero Resource Corp.

(Exact name of registrant as specified in its charter)



|British Columbia(Province or Other Jurisdiction of Incorporation or Organization) | 1041(Primary Standard Industrial Classification Code) | Not Applicable(I.R.S. Employer 
Identification No.)
|--------------------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------------------------------

1901  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.
U.S. Bank Centre, 1420 5th Avenue, Suite 3400
Seattle, WA  98101-4010
(206) 903-8800

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities 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 | American Stock Exchange                   

Securities 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, 2005, the Registrant had outstanding 41,685,239  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 filing number assigned to the Registrant in connection with such Rule.

 ̈ Yes                     x No

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

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DOCUMENTS INCORPORATED BY REFERENCE

The Annual Information Form of Cardero Resource Corp. (the Registrant or the Company) for the fiscal year ended October 31, 2005 is incorporated herein by reference.

The audited consolidated financial statements of the Company for the years ended October 31, 2005 and 2004, including the report of the auditors with respect thereto, are incorporated herein by reference.  For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 11 to the Companys audited consolidated financial statements.

The Companys managements discussion and analysis (MD&A) for the year ended October 31, 2005 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 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 prepares its financial statements in accordance with Canadian generally accepted accounting practices (GAAP), and they may be 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 United States GAAP are described in Note 11 to the audited consolidated financial statements of the Company included in this report.

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 Annual Information Form of the Company included in this report.

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.

CONTROLS AND PROCEDURES

The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report (the Evaluation Date).  Based upon the evaluation described above, the Chief Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date, the Companys disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company (or its consolidated subsidiaries) required to be included in reports that the Company files or submits under the Exchange Act.

No changes were made in the Companys internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee of the Companys Board of Directors currently consists of three members.  The Companys Board of Directors has determined that Anthony Frizelle, a member of the Audit Committee, is an audit committee financial expert within the meaning of the Commissions rules.  Mr. Frizelle satisfies the criteria for director independence under the rules of the American Stock Exchange as in effect as of the date of this annual report on Form 40-F.

INDEPENDENT ACCOUNTANTS FEES

The following table sets forth the aggregate fees billed to the Company for the years ended October 31, 2005 and 2004 by its independent accountants, Smythe Ratcliffe:

|                   |  | Year ended October 31, 2005 |  | Year ended October 31, 2004
|------------------ |  | --------------------------- |  | ---------------------------
|Audit Fees         |  | 25,800.00                   |  | 18,500.00                  
|Audit-Related Fees |  | --                          |  | --                         
|Tax Fees(1)        |  | 2,500.00                    |  | 3,000.00                   
|All Other Fees     |  | --                          |  | --                         
|Total              |  | 28,300.00                   |  | 21,500.00                  



(1)

Tax fees for the years ended October 31, 2005 and October 31, 2004 consisted of fees for preparing the tax returns of the Company for each such year, as well as preparing the schedules which are required for such tax returns.



The Audit Committee pre-approves all audit and non-audit services to be provided to the Company by its independent auditors.  Prior to granting any pre-approval, the Audit Committee must be satisfied that the performance of the services in question is not prohibited by applicable securities laws and will not compromise the independence of the independent auditors.  All non-audit services, performed by the Companys auditor, for the fiscal year ended October 31, 2005, have been pre-approved by the Audit Committee of the Company.  No non-audit services were approved pursuant to the de minimis exemption to the pre-approval requirement.

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 is available on the Companys website at www.cardero.com.

OFF-BALANCE SHEET ARRANGEMENTS

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

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The Company does not have any contractual obligations.

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 to 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 referring the file number of the Company.





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 amended annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARDERO RESOURCE CORP.







/s/ Hendrik van Alphen



Hendrik van Alphen

President and Chief Executive Officer

Date: April 13, 2006

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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 for the years ended October 31, 2005 and 2004, including the report of the auditors with respect thereto
|3.*     | Managements Discussion and Analysis for the year ended October 31, 2005                                                                          
|4.      | Certification of Chief Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                     
|5.      | Certification of Chief Financial Officer as Required by Rule 13a-14(a) under the Exchange Act                                                     
|6.      | 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 
|7.      | 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 
|8.      | Consent of Smythe Ratcliffe                                                                                                                       
|9.*     | Consent of G. Belik                                                                                                                               
|10.*    | Consent of S. Enns                                                                                                                                
|11.*    | Consent of A. Findlay                                                                                                                             
|12.*    | Consent of J. Helsen                                                                                                                              

* Incorporated by reference to the Registrants Form 40-F filed on January 31, 2006.