UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549










Form 40-F



(Check One)



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



or

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



For the fiscal year ended December 31,
2011



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:



Mark Laurie

InterOil Corporation

Level 3

42-52 Abbott 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 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:



|S Annual
    Information Form | S Audited
    Annual Financial Statements
|----------------------------- | -----------------------------------------



As of December 31, 2011, 48,121,071 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-____   SNo



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. S 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 oNo
















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 2011 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, 2011 and 2010, including the report of PricewaterhouseCoopers
(the Company’s independent registered public accounting firm) with respect thereto, are incorporated herein by reference.
These audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS") as issued by the IASB applicable to the preparation of financial statements including IFRS 1 – ‘First-time
Adoption of International Financial Reporting Standards’.







| | C. | Management’s Discussion
                                                                 and Analysis
| | -- | -----------------------------------------------------------------------------------------------------





The Management Discussion
and Analysis for the Company for the year ended December 31, 2011 (“MD&A”) is incorporated herein
by reference.



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.



Under
the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer
and Chief Financial Officer, the Company evaluated the effectiveness of the Company’s disclosure controls and procedures.
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, 2011.



MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL 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).



2







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, 2011, 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, 2011.



Management's
assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2011 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.



CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING



Effective
June 1, 2010 the Company migrated to a new Enterprise Resource Planning (“ERP”) System for companies in the Corporate,
Midstream and Upstream segments, with Downstream segment migrating during the first half of 2011. The ERP System implementation
required installation of new hardware and software into the Company's Information Technology environment and the way the Company
records, processes and reports financial transactions. In particular, implementation of the new ERP system resulted in significant
changes to many of the Company’s internal controls over financial reporting. Such changes include the modification of design
and documentation of our key internal control processes and procedures affected by the new ERP system. Following the implementation,
these new controls were evaluated and tested as part of the company's evaluation of the effectiveness of internal control over
financial reporting. As of December 31, 2011, the Company has determined that these revised controls were designed and operating
effectively to ensure that the financial statements were materially accurate.



Other
than implementing the new ERP system, there have been no changes in internal control over financial reporting during fiscal year
2011 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 Mr. Roger Lewis, Dr. Gaylen Byker and Mr. Ford Nicholson. 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. Lewis 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.



3







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 at http://www.interoil.com/governance.asp. Any amendment to or waiver 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, 2011 and December 31, 2010 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 $1,576,187 and
$1,709,000, 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, 2011 and December 31, 2010 by PricewaterhouseCoopers not otherwise reported above were $nil and $322,788 respectively. 
The audit-related services provided by PricewaterhouseCoopers during 2010 consisted of procedures performed with respect to the
registration statements and work on the shelf prospectus prepared for equity and debt offerings 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, 2011 and December 31, 2010 by PricewaterhouseCoopers were $542,904 and $355,221, 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, 2011 and December 31, 2010 by PricewaterhouseCoopers were $53,936 and $67,611, respectively. The fees related to procedures
performed in connection with the quarterly financial reporting of the Company’s subsidiaries.



Pre-Approval. 
The Audit Committee of the Company’s Board of Directors has adopted a policy that requires pre-approvals of 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, subject to certain de-minimus exceptions.  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 2011 and 2010 were pre-approved
by the audit committee. No hours expended by PricewaterhouseCoopers to audit the Company’s financial statements for the
year ended December 31, 2011 and 2010 were attributed to work performed by persons other than full-time, permanent employees of
PricewaterhouseCoopers.



4







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.



UNDERTAKING



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 without 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.



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 3, 42-52 Abbott 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.



5







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 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.



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 3, 42-52 Abbott 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. Mulacek                              
|                      | Phil E. Mulacek                                  
|                      | Chairman of the Board and Chief Executive Officer
|                      |                                                  
|Date:  March 16, 2012 |                                                  











EXHIBIT INDEX



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





|EXHIBIT NUMBER | DESCRIPTION                                                                                                                                                                                           
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                       
|1.             | Annual Information Form for the year ended December 31, 2011.                                                                                                                                         
|               |                                                                                                                                                                                                       
|2.             | Audited annual consolidated financial statements for the year ended December 31, 2011.                                                                                                                
|               |                                                                                                                                                                                                       
|3.             | Management’s Discussion and Analysis for the year ended December 31, 2011.                                                                                                                            
|               |                                                                                                                                                                                                       
|4.             | Consent of PricewaterhouseCoopers dated March 16, 2012.                                                                                                                                               
|               |                                                                                                                                                                                                       
|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.