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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 Form 40-F
  o        Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
  ý        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
  
 InterOil Corporation
  New Brunswick, 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
  ý Annual Information Form
    
    ý Audited Annual Financial Statements
  o ý
 ý o




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TABLE OF CONTENTS  PRINCIPAL DOCUMENTSDISCLOSURE CONTROLS AND PROCEDURESManagements report on Internal Control over financial reportingChanges in internal control over financial reporting:AUDIT COMMITTEECODE OF ETHICS AND BUSINESS CONDUCTPRINCIPAL ACCOUNTANT FEES AND SERVICESOFF BALANCE SHEET ARRANGEMENTSCONTRACTUAL OBLIGATIONSAMEX CORPORATE GOVERNANCEUNDERTAKINGSINDEMNITYCONSENT TO SERVICE PROCESSSIGNATURESEXHIBIT INDEXAnnual Information FormAudited Annual Consolidated Financial StatementsManagement's Discussion and AnalysisConsent of PricewaterhouseCoopers LLPConsent of KPMGCredit Agreement dated May 4, 2006Memorandum of UnderstandingLoan Agreement dated June 12, 2001Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350    Table of Contents  
 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
  
 Managements report on Internal Control over financial reporting
 Responsibility
  Inherent Limitations
  Assessment
    
 Changes in internal control over financial reporting:
  
 AUDIT COMMITTEE
  2




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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.
 Pre-Approval.
 
 OFF BALANCE SHEET ARRANGEMENTS
  
 CONTRACTUAL OBLIGATIONS
  
 AMEX CORPORATE GOVERNANCE
 AMEX
 3




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Shareholder Meeting Quorum Requirement.
 Proxy Delivery Requirement.
  
 UNDERTAKINGS
  
 INDEMNITY
  
 CONSENT TO SERVICE PROCESS
  4




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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.
    
    
    Annual Information Form for the year ended December 31, 20062.
    
    
    Audited annual consolidated financial statements for the
year ended December 31, 2006, including a reconciliation to
United States generally accepted accounting procedures3.
    
    
    Managements Discussion and Analysis for the year ended
December 31, 20064.
    
    
    Consent of PricewaterhouseCoopers LLP dated March 30, 20075.
    
    
    Consent of KPMG dated March 30, 20076.
    
    
    Credit Agreement between InterOil Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Clarion
Finanz AG dated May 4, 20067.
    
    
    Memorandum of Understanding between InterOil Corporation,
Merrill Lynch and Clarion Finanz AG8.
    
    
    Loan Agreement between IP InterOil, Ltd. and Overseas
Private Investment Corporation dated June 12, 2001, as
amended9.
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
193410.
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
193411.
    
    
    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 Code12.
    
    
    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