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, 2008
 Commission File Number: 001-32179
 
 InterOil Corporation
  Yukon Territory, Canada
  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
 CT Corporation Systems
111 Eighth Avenue
New York, New York 10011
Telephone Number: (212) 894-8940
 Copy to:
 Mark Laurie
InterOil Corporation
Level 1
60-92 Cook Street
Cairns, QLD 4870, Australia
Telephone Number: +61 (7) 4046-4600
  Title of each class
    
    Name of each exchange on which registeredCommon Shares
    
    NYSE Amex Stock Exchange
 None
 None
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  o  þ
 þ o




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PRINCIPAL DOCUMENTS
 Report Company
 A. Annual Information Form
  B. Audited Annual Financial Statements
  C. Managements Discussion and Analysis
 MD&A
 2




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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 Exchange Act Commission
  MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
 Responsibility
  Inherent Limitations
  Assessment
 Internal Controls 
Integrated Framework
  3




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MATERIAL CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  AUDIT COMMITTEE
  CODE OF ETHICS AND BUSINESS CONDUCT
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees.
 Audit-Related Fees.
 Tax Fees.
 4




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All Other Fees.
 Pre-Approval.
 OFF BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  UNDERTAKINGS
  CONSENT TO SERVICE PROCESS
  DISCLOSURE REQUIRED BY NEW YORK STOCK EXCHANGE
   5




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Presiding Director at Meetings of Non-Management Directors.
 Communication with Non-Management Directors.
 Audit Committee
 Corporate Governance Guidelines
 Shareholder Meeting Quorum Requirement.
 Proxy Delivery Requirement.
 6




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Board Committee Mandates www.interoil.com/governance.asp
 7




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




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EXHIBIT INDEX
  EXHIBITNUMBER
    
    DESCRIPTION1.
    
    Annual Information Form for the year ended December 31, 2008.2.
    
    Audited annual consolidated financial statements for the year
ended December 31, 2008, including a reconciliation to United
States generally accepted accounting principles.3.
    
    Managements Discussion and Analysis for the year ended
December 31, 2008.4.
    
    Consent of PricewaterhouseCoopers dated March 27, 2009.5.
    
    Consent of GLJ Petroleum Consultants Limited dated March 27, 2009.6.
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.7.
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.8.
    
    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.9.
    
    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.