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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
 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, 2005
 Commission File Number: 001-32179
 
 InterOil Corporation
  New Brunswick, Canada
 2911
    
    Not Applicable( Primary Standard Industrial Classification Code )
    
    ( I.R.S. Employer Identification Number )
 Suite 2, Level 2
Orchid Plaza, 79-88 Abbott 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
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  o þ
 þ o




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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
   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
  3




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CONTRACTUAL OBLIGATIONS
  AMEX CORPORATE GOVERNANCE
 AMEX
 Shareholder Meeting Quorum Requirement.
 Proxy Delivery Requirement.
  UNDERTAKINGS
  CONSENT TO SERVICE PROCESS
  4




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SIGNATURES
  INTEROIL CORPORATION/s/ Phil E. MulacekPhil E. MulacekChairman of the Board,Chief Executive Officer andPresidentDate: March 31, 2006




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TABLE OF CONTENTS  EXHIBIT INDEXAnnual Information FormAudited annual consolidated financial statementsManagement's Discussion and AnalysisConsent of PricewaterhouseCoopersConsent of KPMGInterOil Corporation Code of EthicsPurchase and Sale AgreementSecured Revolving Crude Import FacilityAmended and Restated Indirect Participation Interest AgreementAmended Indirect Participation Interest AgreementDrilling Participation AgreementLoan AgreementCertification of CEO pursuant to Rule 13a-14a/15d-14aCertification of CFO pursuant to Rule 13a-14a/15d-14aCertification of CEO pursuant to Section 1350Certification of CFO pursuant to Section 1350    Table of Contents  
 EXHIBIT INDEX
  EXHIBITNUMBER
    
    DESCRIPTION1.
    
    Annual Information Form for the year ended December 31, 20052.
    
    Audited annual consolidated financial statements for the
year ended December 31, 2005, including a reconciliation to
United States generally accepted accounting procedures3.
    
    Managements Discussion and Analysis for the year ended
December 31, 20054.
    
    Consent of PricewaterhouseCoopers dated March 31, 20065.
    
    Consent of KPMG dated March 31, 20066.
    
    InterOil Corporation Code of Ethics and Business Conduct7.
    
    Purchase and Sale Agreement between InterOil Products
Limited and Shell Overseas Holdings Limited dated January
4, 20068.
    
    Secured Revolving Crude Import Facility between EP
InterOil, Ltd. and BNP Paribas, Singapore Branch dated
August 12, 20059.
    
    Amended and Restated Indirect Participation Interest
Agreement between InterOil Corporation and the Investors
signatory thereto dated February 25, 200510.
    
    Amended Indirect Participation Interest Agreement between
InterOil Corporation and PNG Energy Investors, LLC dated
May 12, 200411.
    
    Drilling Participation Agreement between InterOil
Corporation and PNG Drilling Ventures Limited dated July
21, 200312.
    
    Loan Agreement between EP InterOil, Ltd. and Overseas
Private Investment Corporation dated June 12, 2001, as
amended13.
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
193414.
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of
193415.
    
    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 Code16.
    
    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