UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





Form
40-F


(Check
One)




 ̈      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 December 31, 2009





Commission
File Number: 001-32179










InterOil
Corporation


(Exact
name of registrant as specified in its charter)




Yukon
Territory, Canada


(Province
or other jurisdiction of incorporation or organization)




1311
              Not
      Applicable(Primary Standard Industrial
      Classification Code)
              (I.R.S. Employer Identification
      Number)





Level
1


60-92
Cook Street


Cairns,
QLD 4870, Australia


Telephone
Number:  +61 (7) 4046-4600


(Address
and telephone number of registrant’s principal executive offices)




CT
Corporation Systems


111
Eighth Avenue


New
York, New York 10011


Telephone
Number:  (212) 894-8940


(Name,
address (including zip code) and telephone number


(including
area code) of agent for service in the United States)




Copy
to:




Mark
Laurie
 InterOil
Corporation
 Level
1
 60-92
Cook Street
 Cairns,
QLD 4870, Australia
 Telephone
Number:  +61 (7) 4046-4600





Securities
registered or to be registered pursuant to Section 12(b) of the
Act:




Title of each class
                      
                      Name of each exchange on which registeredCommon
      Shares
                      
                      New
      York Stock Exchange




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




As of
December 31, 2009, 43,545,654 of the issuer’s common shares were
outstanding.




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  82-______    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




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). o
Yes    x No










PRINCIPAL
DOCUMENTS




The
following documents have been filed as part of this Annual Report on Form 40-F
(“Report”)
for InterOil Corporation (the “Company”):




A.
            Annual
      Information Form





The 2009
Annual Information Form for the Company is incorporated herein by
reference.




B.
            Audited
      Annual Financial Statements





The
audited consolidated financial statements of the Company for the years ended
December 31, 2009, 2008 and 2007, including the report of PricewaterhouseCoopers (the Company’s
independent 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 30
of the Notes to the audited consolidated financial statements incorporated
herein by reference.




C.
            Management’s
      Discussion and Analysis





The
Management Discussion and Analysis for the Company for the year ended December
31, 2009 (“MD&A”)
is incorporated herein by reference.


2




EVALUATION OF DISCLOSURE
CONTROLS AND PROCEDURES




The term
“disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). This term refers to the controls and procedures of an issuer that
are designed to ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s (the “Commission”)
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.




Based on
this evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures were
effective as of December 31, 2009.




MANAGEMENT’S ANNUAL REPORT
ON INTERNAL CONTROLS OVER FINANCIAL REPORTING




Responsibility




The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act). The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with Generally Accepted Accounting
Principles (GAAP).




Inherent
Limitations




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Additionally, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of a change in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Assessment




Management,
with the participation of the Company’s Chief Executive Officer and Chief
Financial Officer, assessed the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2009, using the criteria set forth
in the framework established by the Committee of Sponsoring Organizations of the
Treadway Commission entitled Internal Controls — Integrated
Framework. Based on this assessment, the Company’s management determined
that the Company’s internal control over financial reporting was effective as of
December 31, 2009.




Management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2009 has been audited by PricewaterhouseCoopers, an
independent registered public accounting firm, as stated in their report
included on page 2of the consolidated
financial statements in this Annual Report on Form 40-F.


3





MATERIAL CHANGES IN INTERNAL
CONTROL OVER FINANCIAL REPORTING




There
have been no changes in internal control over financial reporting during fiscal
year 2009 that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.




AUDIT
COMMITTEE




The Audit
Committee of the Company’s Board of Directors is comprised of Dr. Gaylen Byker,
Mr. Edward Speal and Mr. Roger Lewis. The Board of Directors has
affirmatively determined that each member of the Audit Committee is financially
literate and is an independent director for purposes of the New York Stock
Exchange rules applicable to members of the audit
committee.  Additionally, the Board of Directors has determined that
Mr. Speal has the accounting or financial management expertise to be considered
a “financial expert” as defined by the final rules approved by the Commission
implementing the requirements set forth in Section 407 of the Sarbanes-Oxley Act
of 2002.




CODE OF ETHICS AND BUSINESS
CONDUCT




The
Company’s Board of Directors has adopted a Code of Ethics and Business Conduct
which applies to all directors, officers and employees of the
Company.  The Board has not granted any waivers to the Code of Ethics
and Business Conduct.  The Code of Ethics and Business Conduct is
accessible on the Company’s website http://www.interoil.com.  Any
amendments to or waivers of the Code of Ethics and Business Conduct that applies
to the Company’s Chief Executive Officer, Chief Financial Officer, principal
accounting officer or controller will also be posted on the Company’s
website.




PRINCIPAL ACCOUNTANT FEES
AND SERVICES




Audit Fees.  Fees billed
for professional services rendered related to the audit of the Company’s annual
consolidated financial statements for the fiscal years ended December 31, 2009
and December 31, 2008 by PricewaterhouseCoopers for services that are normally
provided by such accountant in connection with statutory or regulatory filings
or engagements for such fiscal years were $1,557,328
and $1,416,583, respectively, including out-of-pocket expenses.




Audit-Related Fees. 
Fees billed for professional services rendered related to audit-related services
for the Company for the fiscal years ended December 31, 2009 and December 31,
2008 by PricewaterhouseCoopers not otherwise reported above were $35,144 and
$170,404, respectively.  The audit-related services provided by
PricewaterhouseCoopers during 2009 and 2008 consisted of procedures performed
with respect to the registration statements and work on the shelf prospectus
prepared for private placement during that year.




Tax Fees.  Fees billed
for professional services rendered related to tax compliance, tax advice, and
tax planning services for the Company for the fiscal years ended December 31,
2009 and December 31, 2008 by PricewaterhouseCoopers were $557,693 and $473,493,
respectively.




All Other Fees.  Fees
billed for professional services rendered related to all other services for the
Company for the fiscal years ended December 31, 2009 and December 31, 2008 by
PricewaterhouseCoopers were $47,718 and $39,192, respectively.  The
fees related to procedures performed in connection with the quarterly financial
reporting of the Company’s subsidiaries.


4


Pre-Approval.  The Audit
Committee of the Company’s Board of Directors pre-approves all auditing
services, including the compensation and terms of the audit engagement, and all
other non-audit services to be performed by the Company’s independent
auditors.  Non-audit services subject to the de-minimus exceptions
described in Section 10A(i)(1)(B) of the Exchange Act may be approved by the
Audit Committee prior to the completion of the audit.  All of the services
provided by the Company’s independent auditors during 2008 and 2009 were
pre-approved by the audit committee.




OFF BALANCE SHEET
ARRANGEMENTS




Please
see the section titled “Liquidity and Capital Resources—Off Balance Sheet
Arrangements” in the Company’s MD&A, which is incorporated herein by
reference.




CONTRACTUAL
OBLIGATIONS




Please
see the section titled “Liquidity and Capital Resources—Contractual Obligations
and Commitments” in the Company’s MD&A, which is incorporated herein by
reference.




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
PROCESS




The
Company has previously filed a Form F-X in connection with the class of
securities in relation to which the obligation to file this Report
arises.




DISCLOSURE REQUIRED BY NEW
YORK STOCK EXCHANGE




The
Company is classified as a “foreign private issuer” in connection with its
listing on the New York Stock Exchange (“NYSE”).  As a result, many of
the governance rules of the NYSE that apply to U.S. domestic companies do not
apply to the Company. However, as a Canadian public company, the Company has in
place a system of corporate governance practices that meets Canadian
requirements.




Additionally,
the NYSE listing standards require foreign private issuers to make certain
corporate governance disclosures, including disclosure of any significant
differences between its governance practices and the NYSE governance
rules.  The following is the NYSE required disclosure:




Presiding Director at Meetings of
Non-Management Directors.Section 303A.03 of the NYSE Listed
Company Manual requires “non-management directors” to schedule regular executive
sessions with members of management present.  “Non-management
directors” are defined in Section 303A.03 as all directors who are not executive
officers.  The Company schedules executive sessions on a regular basis
in which the Company's non-management directors meet without management
participation. Dr. Gaylen Byker serves as the presiding director (the “Presiding
Director”) at such sessions. The Board of Directors is responsible for
determining whether or not each director is independent. The Board of Directors
has adopted the director independence standards contained in Section 303A.02 of
the NYSE’s Listed Company Manual for the purposes of satisfying the NYSE’s
applicable governance requirements.


5


Communication with Non-Management
Directors.Shareholders may send communications to the Company's
non-management directors by writing to the Presiding Director, c/o Mark Laurie,
Corporate Secretary, at Level 1, 60-92 Cook Street, Cairns, Queensland 4870
Australia, Telephone: +61 7 4046 4600.  Communications will be
referred to the Presiding Director for appropriate action.  The status
of all outstanding concerns addressed to the Presiding Director will be reported
to the Board of Directors as appropriate.




Audit
Committee.  Section 303A.06 of the NYSE Listed Company Manual
requires listed companies to have an audit committee composed entirely of
independent directors.  The Company has established an Audit Committee
composed entirely of independent directors who qualify as independent under the
requirements of Rule 10A-3 of the Exchange Act, and Section 303A.07 of the NYSE
Listed Company Manual. The Company also complies with Canadian Multilateral
Instrument 52-110-Audit Committees, which sets out detailed requirements
regarding the composition of the Audit Committee and its
responsibilities.




Corporate Governance
Guidelines.  According to Section 303A.09 of the NYSE Listed
Company Manual, a listed company must adopt and disclose a set of corporate
governance guidelines with respect to specified topics. Such guidelines are
required to be posted on the listed company’s website. The Company operates
under corporate governance principles that are consistent with the requirements
of Section 303A.09 of the NYSE Listed Company Manual, many of which are
described under the heading “Statement of Corporate Governance Practice” in the
Company’s Annual Information Circular.   However, the Company has
not codified its corporate governance principles into formal guidelines in order
to post them on its website.




Shareholder Meeting Quorum
Requirement.  The NYSE governance rules do not contain a
minimum quorum requirement for a shareholder meeting, but gives careful
consideration to provisions in a listed company’s by-laws that fixes a quorum
for a shareholders’ meeting at less than a majority of the outstanding
shares.  The Company’s quorum requirement is set forth in its
By-Laws.  A quorum for a meeting of shareholders is present,
irrespective of the number of persons actually present at the meeting, if the
holder or holders of five percent (5%) of the shares entitled to vote at the
meeting are present in person or represented by proxy.




Proxy Delivery
Requirement.  The NYSE requires the solicitation of proxies and
delivery of proxy statements for all shareholder meetings, and requires that
these proxies shall be solicited pursuant to a proxy statement that conforms to
the Commission’s proxy rules.  The Company is a “foreign private
issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity
securities of the Company are accordingly exempt from the proxy rules set forth
in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act.  The
Company solicits proxies in accordance with applicable rules and regulations in
Canada.




Board Committee
Mandates.  The mandates of the Company’s Audit Committee,
Compensation Committee, Reserves Committee and Nominating and Corporate
Governance Committee are each available for viewing on the Company’s website at
www.interoil.com/governance.asp,
and are available in print to any shareholder who requests them. Requests for
copies of these documents should be made by contacting Mark Laurie, Corporate
Secretary, at Level 1, 60-92 Cook Street, Cairns, Queensland 4870 Australia,
Telephone: +61 7 4046 4600.


6


SIGNATURES





Pursuant
to the requirements of the Exchange Act, the Company certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly
authorized.




INTEROIL
      CORPORATION/s/ Phil E. MulacekPhil
      E. MulacekChairman
      of the Board, Chief Executive Officerand
      PresidentDate:  March
      1, 2010





EXHIBIT
INDEX
 
 The
following exhibits have been filed as part of the Annual Report:
 
 EXHIBIT
                    NUMBER
                  
                  DESCRIPTION1.
                  
                  Annual
      Information Form for the year ended December 31, 2009.2.
                  
                  Audited
      annual consolidated financial statements for the year ended
      December 31, 2009, including a reconciliation to United States
      generally accepted accounting principles.3.
                  
                  Management’s
      Discussion and Analysis for the year ended December 31,
      2009.4.
                  
                  Consent
      of PricewaterhouseCoopers dated March 1, 2010.5.
                  
                  Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
      Securities Exchange Act of 1934.6.
                  
                  Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
      Securities Exchange Act of 1934.7.
                  
                  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 Code.8.
                  
                  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.