UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 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, 2010
 Commission File Number: 001-32403
 IVANHOE MINES LTD.
 (Exact name of Registrant as specified in its charter)
 Yukon, Canada
    
    1000
    
    Not Applicable(Province or other jurisdiction of 
incorporation or organization)
    
    (Primary Standard Industrial
Classification Code Number)
    
    (I.R.S. Employer Identification Number)
 Suite 654, 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1, (604) 688-5755  (Address and telephone number of registrants principal executive offices)   CT Corporation System
111 Eighth Avenue
New York, New York
10011
(212) 894-8700  (Name, address and telephone number of agent for service in the United States)
  Common Shares without par value
    
    New York Stock Exchange
Nasdaq(Title of Class)
    
    (Exchanges)
 None
 None
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  568,560,669 Common Shares outstanding as of December 31, 2010
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In this annual report on Form 40-F , all funds are quoted in Canadian dollars unless otherwise
indicated.
 PRINCIPAL DOCUMENTS
  A. Annual Information Form
  B. Audited Annual Financial Statements
  C. Managements Discussion and Analysis
  FORWARD-LOOKING STATEMENTS
    2




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NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, 
INDICATED AND INFERRED RESOURCES
   3




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ADDITIONAL DISCLOSURE
 CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
    Managements Report on Internal Control over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
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AUDIT COMMITTEE
   AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF BUSINESS CONDUCT AND ETHICS
    5




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PRINCIPAL ACCOUNTANT FEES AND SERVICES
  ($ in 000s)
    
    2010
    
    
    2009Audit Fees (a)
    
    $
    954
    
    
    $
    873Audit Related Fees (b)
    
    $
    1,156
    
    
    $
    1,504Tax Fees (c)
    
    $
    71
    
    
    $
    26Total
    
    $
    2,181
    
    
    $
    2,403
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2010 and 2009
consisted of:
 
    
    audit of the Companys annual statutory financial statements; and
 
    
    audits of the annual statutory financial statements of its subsidiaries, SouthGobi
Resources Ltd. and Ivanhoe Australia Limited.
  (b)
    
    Fees for audit-related services provided during fiscal 2010 and 2009 consisted of:
 
    
    translation services;
 
    
    financial accounting and reporting consultations;
 
    
    reviews of the interim financial statements of the Company and its subsidiaries; and
 
    
    comfort letters, consents, and other services related to SEC, Canadian and other
securities regulatory matters.
 (c)
    
    Fees for tax services provided during fiscal 2010 and 2009 consisted of income tax compliance
and tax planning and advice relating to transactions and proposed transactions of the Company
and its subsidiaries.
 Pre-Approval Policies and Procedures
     6




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OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  CORPORATE GOVERNANCE PRACTICES
 Corporate Governance Practices Compared to NYSE and Nasdaq Listing Standards
   7




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Presiding Director at Meetings of Non-Management Directors
  Communication with Non-Management Directors
  Corporate Governance Guidelines
  Board Committee Mandates
  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 Undertaking
  Consent to Service of Process
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SIGNATURE
   IVANHOE MINES LTD.
 By:
    
    /s/ Beverly A. BartlettName:
    
    Beverly A. BartlettTitle:
    
    Vice President and Corporate Secretary
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EXHIBIT INDEX
 Exhibit Number
    
    Document99.1
    
    
    Annual Information Form for the year ended December 31, 2010.99.2
    
    
    Audited Consolidated Financial Statements of Ivanhoe Mines Ltd., including the
notes thereto, as of and for the years ended December 31, 2010 and 2009,
together with the reports thereon of the Independent Registered Chartered
Accountants.99.3
    
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.99.4
    
    
    Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants.99.5
    
    
    Consent of Bernard Peters.99.6
    
    
    Consent of John Vann.99.7
    
    
    Consent of Dean David.99.8
    
    
    Consent of Scott Jackson.99.9
    
    
    Consent of Albert Chance.99.10
    
    
    Consent of George Stephan.99.11
    
    
    Consent of Jarek Jakubec.99.12
    
    
    Consent of Bruce Brown.99.13
    
    
    Consent of Stephen Torr.99.14
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.99.15
    
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.99.16
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.99.17
    
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.