UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549







Form
40-F/A


(Check
One)




 ̈      Registration
statement pursuant to Section 12 of the Securities Exchange Act of
1934


or


þ      Annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934




For
the fiscal year ended December 31, 2008





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
              NYSE
      Amex 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:




o Annual
      Information Form
              þAudited Annual
      Financial Statements




As of
December 31, 2008, 35,923,692 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-______    þ 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.  þ
Yes     ̈
No










EXPLANATORY
NOTE




This
amendment No.2 on Form 40-F/A amends the Company’s Annual Report on Form 40-F
for the year ended December 31, 2008, filed with the Securities and Exchange
Commission (“SEC”) on March 27, 2009 (“the Original Annual Report”). The consent
of PricewaterhouseCoopers for incorporation by reference of their report dated
March 27, 2009 was not appropriately worded in the Original Annual Report, which
has been revised in this amendment.





The
Company also identified misclassification of certain items in note 29 –
‘Reconciliation to generally accepted accounting principles in the United
States’ of the Audited annual consolidated financial statements filed as part of
the Original Annual Report, which has now been rectified and a revised Audited
annual consolidated financial statements is included within the
exhibits.





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.





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, 2008.





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 2008, 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, 2008.





Management’s
assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008 has been audited by
PricewaterhouseCoopers, an independent registered public accounting firm, as
stated in their report included on page 2 of the consolidated financial
statements in this Annual Report on Form 40-F/A.





EXHIBIT
INDEX





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





EXHIBIT
                          NUMBER
                        
                        DESCRIPTION1.
                        
                        Audited
      annual consolidated financial statements for the year ended
      December 31, 2008, including reconciliation to United States
      generally accepted accounting principles.2.
                        
                        Consent
      of PricewaterhouseCoopers dated December 10, 2009.3.
                        
                        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.








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.




INTEROIL
      CORPORATION/s/ Phil E. MulacekPhil
      E. MulacekChairman
      of the Board and Chief Executive
Officer





Date:  December
10, 2009