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U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F/A (Amendment No. 1)
 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: 001-32403
 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)
  Common Shares without par value
    
    New York Stock Exchange(Title of Class)
    
    (Exchanges)
  Common Shares without par value(Title of Class)
 None
  o þ
  315,900,668 Common Shares outstanding as of December 31, 2005
  o þ
  þ o




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EXPLANATORY NOTE REGARDING AMENDMENT
  
 
 
 
 
 
 
 
 
  CERTAIN DEFINITIONS
  feasibility study
 preliminary assessment
 preliminary feasibility study pre-feasibility study




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SOUTHERN OYU DEPOSITS
  Southern Oyu Deposits  Mineral Resources at 0.3% copper equivalent cut-off (1)(2)
 CuEq
    
    Contained Metal(4)Resource
    
    
    
    
    
    Cu
    
    Au
    
    (3)
    
    CuCategory
    
    Tonnes
    
    (%)
    
    (g/t)
    
    (%)
    
    (000 lbs)
    
    Au (ounces)Measured
    
    
    126,690,000
    
    
    
    0.58
    
    
    
    0.93
    
    
    
    1.17
    
    
    
    1,620,000
    
    
    
    3,790,000Indicated
    
    
    992,400,000
    
    
    
    0.47
    
    
    
    0.27
    
    
    
    0.64
    
    
    
    10,280,000
    
    
    
    8,620,000Measured + Indicated
    
    
    1,119,100,000
    
    
    
    0.48
    
    
    
    0.35
    
    
    
    0.70
    
    
    
    11,840,000
    
    
    
    12,590,000Inferred
    
    
    266,820,000
    
    
    
    0.34
    
    
    
    0.23
    
    
    
    0.48
    
    
    
    2,000,000
    
    
    
    1,970,000
 
  (1)
    
    Mineral resources are not mineral reserves until they have
demonstrated economic viability based on a feasibility
study or pre-feasibility study.(2)
    
    IVN reports Mineral Resources inclusive of Mineral Reserves(3)
    
    CuEq has been calculated using assumed metal prices
($0.80/lb. for copper and U.S.$350/oz for gold); %CuEq. = %
Cu + Au (g/t) x (11.25/17.64).(4)
    
    The contained gold and copper represent estimated contained
metal in the ground and have not been adjusted for the
metallurgical recoveries of gold and copper.
 NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED
RESOURCES




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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: Corporate Secretary




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EXHIBIT INDEX
 Exhibit Number
    
    Document1*
    
    Annual Information Form for the year ended December 31, 2005.2
    
    Audited Comparative Consolidated Financial Statements of Ivanhoe Mines Ltd.,
including the notes thereto, as of and for the years ended December 31, 2005 and
2004, including a reconciliation to United States generally accepted accounting
principles, and together with the report 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 AMEC Americas Ltd.23.3*
    
    Consent of GRD Minproc Ltd.23.4*
    
    Consent of Norwest Corporation23.5*
    
    Consent of Charles P. N. Forster23.6*
    
    Consent of Steven B. Kerr23.7
    
    Consent of Dean David23.8
    
    Consent of Bernard Peters23.9
    
    Consent of Allan Haines23.10
    
    Consent of Steven Blower31.1
    
    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.
 
 *- Previously filed