U.S. 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, 2008
 Commission File Number: [001-32403]
 IVANHOE MINES LTD.
 (Exact name of Registrant as specified in its charter)
 Yukon, Canada
    
    1021
    
    Not Applicable(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employer Identification Number)incorporation or organization)
    
    Classification Code 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)
  New York Stock Exchange/Common Shares without par value
    
    Nasdaq Stock Market(Title of Class)
    
    (Exchanges)
 None
 None
  þ þ
  378,046,013 Common Shares outstanding as of December 31, 2008
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TABLE OF CONTENTS  PRINCIPAL DOCUMENTSFORWARD-LOOKING STATEMENTSNOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCESADDITIONAL DISCLOSURESIGNATUREEXHIBIT INDEXEX-1EX-2EX-3EX-23.1EX-23.2EX-23.3EX-23.4EX-23.5EX-23.6EX-23.7EX-23.8EX-23.9EX-31.1EX-31.2EX-32.1EX-32.2 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
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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
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Changes in Internal Control Over Financial Reporting
  REPORT OF THE INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
  AUDIT COMMITTEE
   AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF BUSINESS CONDUCT AND ETHICS
  5




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PRINCIPAL ACCOUNTANT FEES AND SERVICES
  (Canadian $ in 000s)
    
    2008
    
    2007Audit Fees (a)
    
    $
    1,030
    
    
    $
    935Audit Related Fees (b)
    
    $
    1,960
    
    
    $
    439Tax Fees (c)
    
    $
    43
    
    
    $
    411All Other Fees (d)
    
    $
    297
    
    
    $
    53Total
    
    $
    3,330
    
    
    $
    1,838
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2008 and 2007
consists of:
 
    
    audit of the Corporations annual statutory financial statements; and
    
    audit of its subsidiaries, SouthGobi Energy Resources Ltd.s and Ivanhoe Australia
Limiteds, annual statutory financial statements.
  (b)
    
    Fees for audit-related services provided during fiscal 2008 and 2007 consists of:
 
    
    translation services;
    
    financial accounting and reporting consultations;
    
    reviews of the Corporations quarterly financial statements; and
    
    comfort letters, consents, and other services related to SEC, Canadian and other
securities regulatory authorities matters.
 The 2008 audit-related services were substantially higher than those incurred in 2007 due to
the incursion of $1,182,000 relating to services provided in respect of SouthGobis
potential Asian stock exchange listing and $370,000 relating to services provided in respect
of Ivanhoe Australias initial public offering.
 (c)
    
    Fees for tax services provided during fiscal 2008 and 2007 consisted of income tax
compliance, and tax planning and advice relating to transactions and proposed transactions of
the Corporation and its subsidiaries.(d)
    
    The Corporation incurred fees of Cdn.$297,000 for products and services provided by its
principal accountant during fiscal 2008 and 2007 not disclosed in subsections (a), (b) or (c).
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Pre-Approval Policies and Procedures
     OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  CORPORATE GOVERNANCE PRACTICES
 Corporate Governance Practices Compared to NYSE and Nasdaq Listing Standards
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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. Bartlett

Name: Beverly A. BartlettTitle: Vice President and Corporate Secretary
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EXHIBIT INDEX
 Exhibit Number
    
    Document1
    
    Annual Information Form for the year ended December 31, 2008.2
    
    Audited Consolidated Financial Statements of Ivanhoe Mines
Ltd., including the notes thereto, as of and for the years
ended December 31, 2008 and 2007, together with the reports
thereon of the Independent Registered Chartered Accountants.3
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations.23.1
    
    Consent of Deloitte & Touche LLP, Independent Registered
Chartered Accountants.23.2
    
    Consent of GRD Minproc Limited.23.3
    
    Consent of Bernard Peters.23.4
    
    Consent of Stephen Torr.23.5
    
    Consent of John Vann.23.6
    
    Consent of Dean David.23.7
    
    Consent of Scott Jackson.23.8
    
    Consent of Jeffrey Price.23.9
    
    Consent of Gene Wusaty.31.1
    
    Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).31.2
    
    Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).32.1
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.