UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________



Form 40-F/A

(Check One)



o	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,
2012



Commission File Number: 001-32179

__________________



INTEROIL CORPORATION

(Exact name of registrant as specified in
its charter)



YUKON, CANADA

(Province or other jurisdiction of incorporation
or organization)



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

LEVEL 3, 42-52 ABBOTT 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:



|Geoff Applegate
        InterOil Corporation
        111 Somerset Road
        #06-05 Tripleone Somerset
        Singapore 238164
        Telephone Number: +65 6507-0222
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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           | 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:



|xAnnual Information Form | xAudited Annual Financial Statements
|------------------------ | ------------------------------------



As of December 31, 2012, 48,607,398 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. o 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 o 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 o
No

















EXPLANATION NOTE





This Amendment No. 1 on Form 40-F/A amends the Annual Report
on Form 40-F of InterOil Corporation (the “Company”) for the year ended December 31, 2012, filed with the Securities
and Exchange Commission (“SEC”) on February 27, 2013 (“the Original Annual Report”). The Company has amended
its management’s discussion and analysis (amended and restated) for the year ended December 31, 2012 (“MD&A”)
to provide a conclusion about the effectiveness of its disclosure controls and procedures and internal control over financial reporting
under National Instrument 52-109 Certification of Disclosure in Issuers'’ Annual and Interim Filings.



The only amendment to the MD&A is set forth under the heading
"Disclosure Controls and Procedures and Internal Controls Over Financial Reporting" in the MD&A, which sets forth
that (i) that the Chief Executive Officer and Chief Financial Officer have (i) evaluated, or caused to be evaluated under their
supervision, the effectiveness of the Company's disclosure controls and procedures at its financial year-end and have concluded
that the Company's disclosure controls and procedures are effective at the December 31, 2012; and (ii) evaluated, or caused to
be evaluated under their supervision, the effectiveness of the Company's internal controls over financial reporting at its financial
year-end and have concluded that the Company's internal controls over financial reporting are effective at the December 31, 2012.



Except as described above, no attempt has been made in this
Amendment to modify or update other disclosures presented in the Original Annual Report. This Amendment does not reflect events
occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment should
be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments
to those filings.











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/A and has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.



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Date: March 7, 2013











EXHIBIT INDEX



The following exhibits have been filed as
part of the Annual Report:



|EXHIBIT 
NUMBER | DESCRIPTION                                                                                                                                                                                       
|--------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                   
|1.              | Management’s Discussion and Analysis (Amended and Restated) for the year ended December 31, 2012.                                                                                                 
|2.              | Consent of PricewaterhouseCoopers dated March 7, 2013.                                                                                                                                            
|3.              | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.                                                                          
|4.              | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.                                                                          
|5.              | 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.
|6.              | 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.