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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 40-F

        [_]    Registration Statement pursuant to section 12 of the Securities
               Exchange Act of 1934

        [X]    Annual report pursuant to section 13(a) or 15(d) of the
               Securities Exchange Act of 1934


For the fiscal year ended December 31, 2007   Commission File Number: 001-32403


                               IVANHOE MINES LTD.
             (Exact name of Registrant as specified in its charter)


                                 YUKON, CANADA
        (Province or other jurisdiction of incorporation or organization)

                                      1021
            (Primary Standard Industrial Classification Code Number)

                                 NOT APPLICABLE
             (I.R.S. Employer Identification Number (if applicable))


    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 (including zip code) and telephone number
        (including area code) of agent for service in the United States)

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                      NAME OF EACH
       TITLE OF EACH CLASS                    EXCHANGE ON WHICH REGISTERED
-----------------------------------      --------------------------------------
Common Shares, without par value                New York Stock Exchange
                                                  NASDAQ Stock Market

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS: None

SECURITIES FOR WHICH THERE IS A REPORTING  OBLIGATION PURSUANT TO SECTION 15(D)
OF THE ACT: None

FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM:

   [X] Annual information form        [X] Audited annual financial statements

          375,073,433 COMMON SHARES OUTSTANDING AS OF DECEMBER 31, 2007

<PAGE>

Indicate  by check mark  whether  the  Registrant  by filing  the  information
contained  in this Form is also  thereby  furnishing  the  information  to the
Commission  pursuant to Rule 12g3-2(b)  under the  Securities  Exchange Act of
1934 (the  "Exchange  Act").  If "Yes" is marked,  indicate the filing  number
assigned to the Registrant in connection with such Rule.

                               Yes [ ] No [X]


Indicate  by check  mark  whether  the  Registrant  (1) has filed all  reports
required  to be filed by  Section 13 or 15(d) of the  Exchange  Act during the
preceding  12 months  (or for such  shorter  period  that the  Registrant  was
required  to file  such  reports)  and (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes [X] No [_]


The Annual Report on Form 40-F shall be  incorporated by reference into, or as
an exhibit to, as applicable,  the Registrant's  Registration  statement under
the Securities Act of 1933: Form S-8 (File No. 333-143550).





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In this annual report on Form 40-F,  all funds are quoted in Canadian  dollars
unless otherwise indicated.



                              PRINCIPAL DOCUMENTS

The following  documents have been filed as part of this Annual Report on Form
40-F:

A.   ANNUAL INFORMATION FORM

For the Annual  Information Form of Ivanhoe Mines Ltd. (the "Company") for the
year ended  December  31,  2007,  see Exhibit 1 of this Annual  Report on Form
40-F.

B.   AUDITED ANNUAL FINANCIAL STATEMENTS

For the Company's audited consolidated financial statements for the year ended
December  31, 2007 and 2006,  including  the  auditor's  report  with  respect
thereto, see Exhibit 2 of this Annual Report on Form 40-F.

C.   MANAGEMENT'S DISCUSSION AND ANALYSIS

For the  Company's  Management's  Discussion  and  Analysis for the year ended
December 31, 2007, see Exhibit 3 of this Annual Report on Form 40-F.


                          FORWARD-LOOKING STATEMENTS

Certain statements made herein,  including statements relating to matters that
are not  historical  facts  and  statements  of our  beliefs,  intentions  and
expectations about developments, results and events which will or may occur in
the future, which constitute "forward-looking  information" within the meaning
of applicable Canadian securities legislation and "forward-looking statements"
within  the  meaning of the "safe  harbor"  provisions  of the  United  States
Private Securities Litigation Reform Act of 1995. Forward-looking  information
and  statements  are  typically  identified  by  words  such as  "anticipate,"
"could,"  "should,"  "expect,"  "seek,"  "may,"  "intend,"  "likely,"  "plan,"
"estimate,"  "will,"  "believe"  and  similar  expressions  suggesting  future
outcomes or  statements  regarding  an  outlook.  These  include,  but are not
limited to, statements  respecting  anticipated business  activities;  planned
expenditures;  corporate strategies; proposed acquisitions and dispositions of
assets;  discussions with third parties respecting  material  agreements;  the
expected timing and outcome of the Company's  discussions with representatives
of the  Government of Mongolia for an  Investment  Agreement in respect of the
Oyu Tolgoi Project;  the estimated  timing and cost of bringing the Oyu Tolgoi
Project into commercial  production;  anticipated  future  production and cash
flows;  target milling rates; the impact of amendments to the laws of Mongolia
and other countries in which Ivanhoe Mines carries on business; the timing for
completion of the 2008 IDP and changes in mine plan  contemplated  thereunder;
the timing of commencement of full construction of the Oyu Tolgoi Project; the
potential  sale of the Monywa  Copper  Project by the Monywa  Trust to a third
party;  the potential of plans to make  non-core  projects  self-funding;  and
other statements that are not historical facts.

All such  forward-looking  information  and  statements  are based on  certain
assumptions  and analyses made by the  Company's  management in light of their
experience  and  perception  of  historical  trends,  current  conditions  and
expected future developments, as well as other factors management believes are
appropriate in the circumstances.  These statements, however, are subject to a
variety of risks and  uncertainties  and other factors that could cause actual
events  or  results  to  differ   materially   from  those  projected  in  the
forward-looking information or statements.  Important factors that could cause

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actual results to differ from these  forward-looking  statements include those
described under the heading "Risks and Uncertainties" elsewhere in this Annual
Report on Form 40-F.  The reader is cautioned  not to place undue  reliance on
forward-looking information or statements.

This Annual  Report on Form 40-F also  contains  references  to  estimates  of
mineral  reserves  and mineral  resources.  The  estimation  of  reserves  and
resources is inherently uncertain and involves subjective judgments about many
relevant  factors.  The  accuracy of any such  estimates  is a function of the
quantity  and  quality of  available  data,  and of the  assumptions  made and
judgments used in engineering and geological  interpretation,  which may prove
to be  unreliable.  There can be no  assurance  that these  estimates  will be
accurate or that such mineral  reserves and mineral  resources can be mined or
processed  profitably.  Mineral resources that are not mineral reserves do not
have demonstrated  economic viability.  Except as required by law, the Company
does not  assume  the  obligation  to revise or update  these  forward-looking
statements  after the date of this  document  or to revise them to reflect the
occurrence of future unanticipated events.

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

This document and the  documents  incorporated  by reference  herein have been
prepared in accordance  with the  requirements of securities laws in effect in
Canada,  which differ from the requirements of United States  securities laws.
Without limiting the foregoing,  this document, and the documents incorporated
by reference  herein,  use the terms  "measured,"  "indicated"  and "inferred"
resources.  United States  investors  are advised  that,  while such terms are
recognized  and  required  by  Canadian  securities  laws,  the SEC  does  not
recognize  them.  Under United  States  standards,  mineralization  may not be
classified  as a  "reserve"  unless the  determination  has been made that the
mineralization  could be economically and legally produced or extracted at the
time the reserve  determination is made. United States investors are cautioned
not to assume  that all or any part of measured or  indicated  resources  will
ever be converted into reserves.  Further,  "inferred  resources" have a great
amount of  uncertainty  as to their  existence  and as to whether  they can be
mined  legally or  economically.  It cannot be assumed that all or any part of
the  "inferred  resources"  will  ever  be  upgraded  to  a  higher  category.
Therefore,  United States  investors are also cautioned not to assume that all
or any part of the inferred resources exist, or that they can be mined legally
or  economically.  Disclosure  of "contained  ounces" is permitted  disclosure
under Canadian  regulations;  however,  the SEC only permits issuers to report
"resources" as in place tonnage and grade without  reference to unit measures.
Accordingly,   information  concerning   descriptions  of  mineralization  and
resources  contained in this  document,  or in the documents  incorporated  by
reference,  may not be comparable to information  made public by United States
companies  subject to the reporting and  disclosure  requirements  of the SEC.
National  Instrument  43-101 Standards of Disclosure for Mineral Projects ("NI
43-101") is a rule developed by the Canadian  Securities  Administrators  that
establishes  standards for all public disclosure an issuer makes of scientific
and  technical  information  concerning  mineral  projects.  Unless  otherwise
indicated,  all reserve and resource estimates contained in or incorporated by
reference in this document  have been  prepared in accordance  with NI 43-101.
These standards  differ  significantly  from the  requirements of the SEC, and
reserve  and  resource  information   contained  herein  and  incorporated  by
reference  herein may not be  comparable to similar  information  disclosed by
U.S.  companies.  NI 43-101  permits  historical  estimates  made prior to the
adoption of NI 43-101 that do not comply with NI 43-101 to be disclosed  using
the historical  terminology if the  disclosure:  (a) identifies the source and
date of the historical estimate; (b) comments on the relevance and reliability
of the historical  estimate;  (c) states whether the historical  estimate uses
categories other than those prescribed by NI 43-101; and (d) includes any more
recent estimates or data available.


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                             ADDITIONAL DISCLOSURE

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure   controls  and  procedures  are  designed  to  provide  reasonable
assurance  that all  relevant  information  is gathered and reported to senior
management,  including the Company's principal executive officer and principal
financial officer, on a timely basis so that appropriate decisions can be made
regarding public disclosure.

As of the end of the  Company's  fiscal  year  ended  December  31,  2007,  an
evaluation  of the  effectiveness  of the Company's  "disclosure  controls and
procedures"  (as such term is defined in Rules  13a-15(e) and 15d-15(e) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) was carried
out by the  Company's  management  with  the  participation  of the  principal
executive officer and principal financial officer. Based upon that evaluation,
the Company's principal executive officer and principal financial officer have
concluded  that as of the end of that fiscal year,  the  Company's  disclosure
controls and procedures are effective to ensure that  information  required to
be  disclosed  by the  Company in reports  that it files or submits  under the
Exchange Act is (i) recorded,  processed,  summarized and reported  within the
time periods  specified in United States  Securities  and Exchange  Commission
("SEC") rules and forms and (ii) accumulated and communicated to the Company's
management,  including its principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.

It should be noted that while the Company's  principal  executive  officer and
principal financial officer believe that the Company's disclosure controls and
procedures  provide a reasonable  level of assurance  that they are effective,
they do not expect that the Company's  disclosure  controls and  procedures or
internal control over financial reporting will prevent all errors and fraud. A
control  system,  no matter how well  conceived or operated,  can provide only
reasonable, not absolute,  assurance that the objectives of the control system
are met.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is  responsible  for  establishing  and  maintaining
adequate internal control over the Company's financial reporting (as such term
is defined in Rules  13a-15(f)  and 15d-15(f) of the Exchange  Act).  Internal
control over financial  reporting is designed to provide reasonable  assurance
regarding  the  reliability  of financial  reporting  and the  preparation  of
financial  statements in  accordance  with United  States  generally  accepted
accounting principles and the requirements of the SEC in the United States, as
applicable.  The Company's principal executive officer and principal financial
officer have assessed the effectiveness of the Company's internal control over
financial  reporting  as at December  31,  2007 in  accordance  with  Internal
Control  -  Integrated   Framework  issued  by  the  Committee  of  Sponsoring
Organizations of the Treadway Commission (COSO). Based on this assessment, the
Company's  principal  executive  officer and principal  financial officer have
determined that the Company's  internal  control over financial  reporting was
effective  as at December 31, 2007 and have  certified  the  Company's  annual
filings  with  the  SEC  on  Form  40-F  as  required  by  the  United  States
Sarbanes-Oxley Act and with Canadian securities regulatory authorities.

Management  reviewed  the results of  management's  assessment  with the Audit
Committee  of the  Company's  Board  of  Directors.  Deloitte  &  Touche  LLP,
independent registered chartered accountants, was engaged, as approved by


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a vote  of the  Company's  shareholders,  to  audit  and  provide  independent
opinions  on  the  Company's   consolidated   financial   statements  and  the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2007. Deloitte & Touche LLP has provided such opinions.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During  the year  ended  December  31,  2007,  there  were no  changes  in the
Company's  internal  control over  financial  reporting  that have  materially
affected,  or are  reasonably  likely  to  materially  affect,  the  Company's
internal control over financial reporting.

REPORT OF THE INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

The Company's independent registered chartered accountants,  Deloitte & Touche
LLP, have issued an unqualified opinion on the Company's internal control over
financial  reporting which is included in the Company's  Audited  Consolidated
Financial  Statements for the year ended December 31, 2007 attached  hereto as
Exhibit 2.

AUDIT COMMITTEE

The Company's  board of directors has a  separately-designated  standing Audit
Committee  as defined  by  Section  3(a)(58)(A)  of the  Exchange  Act for the
purpose of overseeing the accounting and financial  reporting processes of the
Company and audits of the Company's  annual  financial  statements.  As of the
date of this annual  report,  the members of the Audit  Committee  are Messrs.
David Korbin, John Weatherall, Kjeld Thygesen and Dr. Marcus Faber. Mr. Korbin
is the Chairman of the Audit  Committee.  Mr.  Weatherall is retiring from the
Board at the Company's  annual general meeting of  shareholders  scheduled for
May 9, 2008 (the "Meeting").

Each of the directors  serving on the Audit Committee has also been determined
by the board of the Company to be independent within the criteria  established
by the SEC,  the New York Stock  Exchange  (the  "NYSE") and the NASDAQ  Stock
Market ("Nasdaq") for audit committee membership.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company's  board of directors has determined that each of Mr. David Korbin
(a nominee of management for re-election as a director at the Meeting) and Mr.
John  Weatherall  (who is retiring as a Director at the  Meeting) is an "audit
committee  financial  expert"  (as such  term is  defined  in Form  40-F).  In
addition, both Mr. Korbin and Mr. Weatherall are independent,  as that term is
defined by the SEC and the NYSE and Nasdaq listing standards.

Mr.  Korbin  holds a  Chartered  Accountant  designation  and has worked as an
accounting  professional  for  over 25  years.  Mr.  Weatherall,  a  Chartered
Financial  Analyst,   is  currently  the  President  of  Scarthingmoor   Asset
Management  Inc. He has over 40 years of experience  as an investment  analyst
and also has experience as a portfolio manager.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a written "code of ethics" (as that term is defined in
Form 40-F), entitled Code of Business Conduct and Ethics, which applies to all
of the Company's  employees,  executive officers and directors,  including the
Company's principal executive officer,  principal financial officer, principal
accounting officer or control,  and persons performing similar functions.  The
Code of Business  Conduct and Ethics  includes,  among other  things,  written
standards for the Company's principal  executive officer,  principal financial
officer and  principal  accounting  officer that are required by the SEC for a


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code of ethics applicable to such officers.  To review or obtain a copy of the
Company's  Code of  Business  Conduct and Ethics,  see  "Corporate  and Social
Responsibilities  -  Code  of  Business  Conduct  and  Ethics"  posted  on the
Company's  website,  www.ivanhoe-mines.com.  The Code of Business  Conduct and
Ethics is also available in print to any shareholder who requests it. Requests
for copies of the Code should be made by contacting: Ivanhoe Mines Ltd., 654 -
999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1.

Since the adoption of the Code of Business Conduct and Ethics,  there have not
been any  amendments  to the Code of Business  Conduct and Ethics  (other than
housekeeping  amendments  to the  Code  in  2007  to  clarify  consulting  and
reporting procedures and to recognize the Company's  whistleblower  mechanism)
or waivers,  including  implicit  waivers,  from any  provision of the Code of
Business Conduct and Ethics.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte & Touche LLP has served as the Company's  auditing firm since January
1995.  Fees billed by Deloitte & Touche LLP and its  affiliates  during fiscal
2007 and fiscal  2006 were  approximately  Canadian  $1,836,000  and  Canadian
$2,534,000,  respectively. The aggregate fees billed by the auditors in fiscal
2007 and fiscal 2006 are detailed below.



(Canadian $ in 000's)                                   2007            2006
                                                       ------          ------

Audit Fees (a)                                         $1,070          $1,588
Audit Related Fees (b)                                 $  355          $  246
Tax Fees (c)                                           $  411          $  700
All Other Fees (d)                                          -               -
                                                     --------------------------
Total                                                  $1,836          $2,534
                                                     ==========================

(a)  Fees for audit  services  billed or  expected  to be billed  relating  to
     fiscal 2007 and 2006 consisted of:

     o    audit of the Company's annual statutory financial statements;

     o    reviews of the Company's quarterly financial statements; and

     o    comfort  letters,  consents,  and other services  related to SEC and
          Canadian securities regulatory authorities' matters.

     In  addition,  in each of 2007  and 2006  fees  were  paid  for  services
     provided  in  connection  with  review  pursuant  to  Section  404 of the
     Sarbanes  Oxley Act of 2002 and the  required  attestations  relating  to
     internal controls.

(b)  Fees for  audit-related  services  provided  during  fiscal 2007 and 2006
     consisted of financial  accounting and reporting  consultations and audit
     of annual statutory financial statements of the Company's subsidiaries.

(c)  Fees for tax services  provided  during fiscal 2007 and 2006 consisted of
     income  tax   compliance,   and  tax  planning  and  advice  relating  to
     transactions   and   proposed   transactions   of  the  Company  and  its
     subsidiaries.


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(d)  The Company did not incur fees for products and services  provided by its
     principal  accountant  during  fiscal  2007  and 2006  not  disclosed  in
     subsections (a), (b) or (c) above.

PRE-APPROVAL POLICIES AND PROCEDURES

All  services to be  performed by the  Company's  independent  auditor must be
approved in advance by the Audit Committee or a designated member of the Audit
Committee  ("Designated  Member").  The  Designated  Member is a member of the
Audit  Committee  who has been given the authority to grant  pre-approvals  of
permitted audit and non-audit services.

The Audit  Committee has  considered  whether the provision of services  other
than audit services is compatible with maintaining the auditors'  independence
and has adopted a policy  governing  the  provision  of these  services.  This
policy  requires the  pre-approval  by the Audit  Committee or the  Designated
Member of all audit and non-audit  services  provided by the external auditor,
other than any de minimus  non-audit  services  allowed by  applicable  law or
regulation.  The decisions of the Designated Member to pre-approve a permitted
service needs to be reported to the Audit Committee at its regularly scheduled
meetings.

Pre-approval  from the Audit Committee or Designated  Member can be sought for
planned  engagements  based on budgeted or committed fees. No further approval
is required to pay pre-approved fees. Additional  pre-approval is required for
any increase in scope or in final fees.

Pursuant to these  procedures,  100% of each of the  services  provided by the
Company's   external   auditor   relating  to  the  fees  reported  as  audit,
audit-related,  tax and other fees were pre-approved by the Audit Committee or
the Designated Member.

OFF-BALANCE SHEET ARRANGEMENTS

During the most  recent  financial  year,  the  Company was not a party to any
off-balance sheet  arrangements that have, or are reasonably likely to have, a
current or future  effect on its  financial  condition,  revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The  information  provided  under the  heading  "Management's  Discussion  and
Analysis of  Financial  Condition  and  Results of  Operations  -  Contractual
Obligations,"  contained in Exhibit 3 to this Annual  Report on Form 40-F,  is
incorporated by reference herein.

DISCLOSURES PURSUANT TO REQUIREMENTS OF THE NYSE AND NASDAQ

CORPORATE GOVERNANCE PRACTICES COMPARED TO NEW YORK STOCK EXCHANGE LISTING
STANDARDS

The  Company has  reviewed  its  corporate  governance  practices  against the
requirements  of the NYSE  and  Nasdaq,  and  determined  that  its  corporate
governance  practices do not differ in any significant way from those followed
by U.S. companies under NYSE and Nasdaq listing  standards.  This includes the
composition  of the Board of  Directors,  because in excess of one-half of the
Company's directors (seven of twelve directors) are considered independent for
purposes of the NYSE and Nasdaq  corporate  governance  rules.  The  Company's
directors that the Board of Directors has  determined to be independent  under
the NYSE and  Nasdaq  corporate  governance  rules  are David  Huberman,  John
Weatherall,  Markus Faber, Robert Hanson,  Kjeld Thygesen,  Howard Balloch and
David Korbin.  All of these directors,  with the exception of Mr.  Weatherall,
who is retiring from the Board at the 2008 annual  general  meeting  scheduled
for May 9, 2008 (the "Meeting"),  are nominees for re-election to the Board at
the Meeting. If re-elected, following the Meeting in excess of one-half of the


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Company's  directors (six of eleven  directors) will continue to be considered
independent for purposes of the NYSE and Nasdaq corporate governance rules.

PRESIDING DIRECTOR AT MEETINGS OF NON-MANAGEMENT DIRECTORS

The  Company  schedules  regular  executive  sessions  in which the  Company's
"non-management  directors" (as that term is defined in the rules of the NYSE)
meet without  management  participation.  David  Huberman,  the Company's lead
director  (the  "Lead  Director")  serves as the  presiding  director  at such
sessions.

COMMUNICATION WITH NON-MANAGEMENT DIRECTORS

Shareholders may send communications to the Company's non-management directors
by writing to the Lead  Director,  c/o Ivanhoe  Mines  Ltd.,  654 - 999 Canada
Place,  Vancouver,  British Columbia,  Canada V6C 3E1.  Communications will be
referred  to the Lead  Director  for  appropriate  action.  The  status of all
outstanding  concerns  addressed to the Lead  Director will be reported to the
board of directors as appropriate.

CORPORATE GOVERNANCE GUIDELINES

According to NYSE Rule 303A.09 and Rule 4350(n) of the Nasdaq  Listed  Company
Manual, a listed company must adopt and disclose a set of corporate governance
guidelines with respect to specified  topics.  Such guidelines are required to
be posted on the  listed  company's  website.  The  Company  has  adopted  the
required    guidelines    and   has   posted    them   on   its   website   at
www.ivanhoe-mines.com.  The required  guidelines are available in print to any
shareholder who requests them.  Requests for copies of these documents  should
be made by contacting:  Ivanhoe Mines Ltd., 654 - 999 Canada Place, Vancouver,
British Columbia, Canada V6C 3E1.

BOARD COMMITTEE MANDATES

The  Mandates of the  Company's  Audit  Committee,  Compensation  and Benefits
Committee,   and  Nominating  and  Corporate  Governance  Committee  are  each
available for viewing on the Company's website at  www.ivanhoe-mines.com,  and
are  available in print to any  shareholder  who requests  them.  Requests for
copies of these  documents  should be made by contacting:  Ivanhoe Mines Ltd.,
654 - 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

UNDERTAKING

The  Company  undertakes  to  make  available,  in  person  or  by  telephone,
representatives  to respond to inquiries made by the Commission  staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The  Company  filed an  Appointment  of  Agent  for  Service  of  Process  and
Undertaking  on Form F-X on  December  17,  2003 with  respect to the class of
securities in relation to which the obligation to file the Form 40-F arises.


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<PAGE>


Any change to the name or  address of the agent for  service of process of the
registrant  shall be  communicated  promptly to the SEC by an amendment to the
Form F-X referencing the file number of the Company.


                                    SIGNATURE

Pursuant to the  requirements of the Exchange Act, the Company  certifies that
it meets all of the  requirements  for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.

Dated:  March 28, 2008


IVANHOE MINES LTD.



By: /s/ Beverly A. Bartlett
    -----------------------------------
    Name:   Beverly A. Bartlett
    Title:  Vice President and Corporate Secretary






                                      9

<PAGE>


                                 EXHIBIT INDEX


  EXHIBIT
   NUMBER                             DOCUMENT
------------   ----------------------------------------------------------------

     1         Annual Information Form for the year ended December 31, 2007.

     2         Audited Consolidated Financial Statements of Ivanhoe Mines Ltd.,
               including the notes thereto, as of and for the years ended
               December 31, 2007 and 2006, together with thereports 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 Norwest Corporation.

    23.4       Consent of The Americas Group.

    23.5       Consent of Bernard Peters.

    23.6       Consent of Stephen Torr.

    23.7       Consent of John Vann.

    23.8       Consent of Dean David.

    23.9       Consent of Scott Jackson.

   23.10       Consent of Jeffrey Price.

   23.11       Consent of Patrick P. Riley.

   23.12       Consent of Richard D. Tifft III.

   23.13       Consent of Patrick P. Riley.

   23.14       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).


                                      10
<PAGE>


  EXHIBIT
   NUMBER                             DOCUMENT
------------   ----------------------------------------------------------------

   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.







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