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U.S. SECURITIES 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, 2010 | Commission File Number
      001-32345
|------------------------------------------ | --------------------------------------

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

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

#1920  1188 West Georgia Street Vancouver, British
Columbia, V6E 4A2 (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, 2010, the Registrant had outstanding
58,685,602 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, 2010
is incorporated herein by reference.

The audited consolidated financial statements of the Company
for the years ended October 31, 2010 and 2009, 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, 2010 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 prepares its financial statements 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 15to 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 29) 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 statementsis 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 29) 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, 2010 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,
2010.

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 13) 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, 2010, the
Companys known contractual obligations, aggregated by type of contractual
obligation as set forth below:

|Contractual
      obligations  |   | Total     |  |   | Less than 1 Year |  |   | 1-3 Years |  |   | 3-5 Years |  |   | More than 5 Years | 
|------------------------------ | - | --------- |  | - | ---------------- |  | - | --------- |  | - | --------- |  | - | ----------------- | 
|Operating lease obligations(1) | $ | 6,482,384 |  | $ | 681,794          |  | $ | 1,473,088 |  | $ | 1,201,658 |  | $ | 3,125,844         | 
|Total contractual obligations  | $ | 6,482,384 |  | $ | 681,794          |  | $ | 1,473,088 |  | $ | 1,201,658 |  | $ | 3,125,844         | 

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

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.

MINE SAFETY DISCLOSURE

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank
Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), issuers
that are operators, or that have a subsidiary that is an operator, of a coal or
other mine are required to disclose in their periodic reports filed with the
Commission information regarding specified health and safety violations, orders
and citations, related assessments and legal actions, and mining-related
fatalities. During the fiscal year ended October 31, 2010, the Company had no
such events requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank
Act.

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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.

(signed) Hendrik Van AlphenHendrik Van Alphen
President and Chief Executive Officer

Date: January 28, 2011

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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 May 25,
      2010 in respect of the 2010 Annual General Meeting                                                                                                                                
|5.(2)   | Technical Report dated
      September 10, 2009 entitled Pampa El Toro Mineral Resource Technical
      Report prepared by SRK Consulting (South Africa) (Pty) Ltd.                                                                 
|6.      | Technical Report dated January 27, 2011
      entitled Longnose and Titac Iron Titanium Exploration Project, Minnesota,
      USA  Exploration Results 2010 prepared by EurGeol Keith J. Henderson and
      Stephen (Jayson) Ripke
|10.     | Certification of Chief
      Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                                                                                                   
|11.     | Certification of Chief Financial Officer
      as Required by Rule 13a-14(a) under the Exchange Act                                                                                                                                   
|12.     | 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                                                                         
|13.     | 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                                                                         
|14.     | Consent of Smythe
      Ratcliffe LLP                                                                                                                                                                                                 
|15.     | Consent of SRK Consulting (South Africa)
      (Pty) Ltd. and Mark D. Wanless                                                                                                                                                         
|16.     | Consent of Holland and
      Holland Consultants (UK) and Leonard Holland                                                                                                                                                             
|17.     | Consent of Keith J. Henderson                                                                                                                                                                                                         
|18.     | Consent of Stephen
      (Jayson) Ripke                                                                                                                                                                                               

(1)  Incorporated by reference to the Form 6-K furnished by the
Company on June 2, 2010.
(2)  Incorporated by reference to the Form 40-F filed by
the Company on January 29, 2010.

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