##### 



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, 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)Securities registered or to be registered pursuant to Section 12(g) of the Act:Common Shares without par value(Title of Class)
 None
  þ þ
  315,900,668 Common Shares outstanding as of December 31, 2005
  o þ
  þ o




---



##### 



FORWARD-LOOKING STATEMENTS
   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
  2




---



##### 



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  AUDIT COMMITTEE
   AUDIT COMMITTEE FINANCIAL EXPERT
   CODE OF BUSINESS CONDUCT AND ETHICS
   3




---



##### 



PRINCIPAL ACCOUNTANT FEES AND SERVICES
  (Canadian $ in 000s)
    
    2005
    
    
    2004Audit Fees (a)
    
    $
    824
    
    
    $
    957Audit Related Fees (b)
    
    $
    196
    
    
    $
    10Tax Fees (c)
    
    $
    200
    
    
    $
    369All Other Fees (d)
    
    
    
    
    
    
    Total
    
    $
    1,220
    
    
    $
    1,336
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2005 and 2004
consisted of:
 
    
    audit of the Registrants annual statutory financial statements
    
    audit of the Registrants statutory financial statements of one of the Registrants
subsidiaries
    
    reviews of the Registrants quarterly financial statements
    
    comfort letters, consents, and other services related to SEC and Canadian securities
regulatory authorities matters
 (b)
    
    Fees for audit-related services provided during fiscal 2005 and 2004 consisted of financial
accounting and reporting consultations and audit of annual statutory financial statements of
subsidiary.(c)
    
    Fees for tax services provided during fiscal 2005 and 2004 consisted of tax compliance, and
tax planning and advice.(d)
    
    Fees for products and services provided during fiscal 2005 and 2004 not disclosed in
subsections (a), (b) or (c) above.
 Pre-Approval Policies and Procedures
   4




---



##### 



OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  DISCLOSURES PURSUANT TO REQUIREMENTS OF THE
NEW YORK STOCK EXCHANGE AND THE NASDAQ STOCK MARKET
 Corporate Governance Practices Compared to New York Stock Exchange Listing Standards
    5




---



##### 



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
  6




---



##### 



SIGNATURE
   IVANHOE MINES LTD.
 By:
    
    /s/Beverly A. BartlettName: Beverly A. BartlettTitle: Corporate Secretary
 7




---



##### 



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. Forster, Professional Engineer23.6
    
    Consent of Steven B. Kerr, Professional Engineer31.1
    
    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.