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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, 2006
    
    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)
 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 Stock Market(Title of Class)
    
    (Exchanges)
 None
 None
  þ þ
  373, 463, 637 Common Shares outstanding as of December 31, 2006
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TABLE OF CONTENTS  PRINCIPAL DOCUMENTSFORWARD-LOOKING STATEMENTSNOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCESADDITIONAL DISCLOSURESIGNATUREEXHIBIT INDEXAIF for the year ended December 31, 2006Audited Consolidated Financial StatementsManagement's Discussion and AnalysisConsent of Deloitte & Touche LLP.Consent of GRD Minproc LimitedConsent of Norwest CorporationConsent of Bernard PetersConsent of Robert CinitsConsent of Harry ParkerConsent of Allan HainesConsent of Dean DavidConsent of Richard D. Tift IIIConsent of Patrick P. RileySection 302 C.E.O. CertificationSection 302 C.F.O. CertificationSection 906 C.E.O. CertificationSection 906 C.F.O. Certification 
 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
  ATTESTATION REPORT OF THE INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
  AUDIT COMMITTEE
   AUDIT COMMITTEE FINANCIAL EXPERT
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CODE OF BUSINESS CONDUCT AND ETHICS
   PRINCIPAL ACCOUNTANT FEES AND SERVICES
  (Canadian $ in 000s)
    
    2006
    
    2005Audit Fees (a)
    
    $
    1,588
    
    
    $
    936Audit Related Fees (b)
    
    $
    246
    
    
    $
    208Tax Fees (c)
    
    $
    700
    
    
    $
    200All Other Fees (d)
    
    
    
    
    
    
    Total
    
    $
    2,534
    
    
    $
    1,343
 
 (a)
    
    Fees for audit services billed or expected to be billed relating to fiscal 2006 and 2005
consisted of:
 
    
    audit of the Companys annual statutory financial statements;
    
    reviews of the Companys quarterly financial statements; and
    
    comfort letters, consents, and other services related to SEC and Canadian securities
regulatory authorities matters.
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In addition, in 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 2006 and 2005 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 2006 and 2005 consisted of income tax
compliance, and tax planning and advice relating to transactions and proposed transactions of
the Company and its subsidiaries.(d)
    
    The Company did not incur fees for products and services provided by its principal accountant
during fiscal 2006 and 2005 not disclosed in subsections (a), (b) or (c) above.
 Pre-Approval Policies and Procedures
     OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  7




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DISCLOSURES PURSUANT TO REQUIREMENTS OF THE NYSE AND NASDAQ
 Corporate Governance Practices Compared to New York Stock Exchange Listing Standards
  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
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Consent to Service of Process
   
 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
    
    Document1
    
    Annual Information Form for the year ended December 31, 2006.2
    
    Audited Comparative Consolidated Financial Statements of
Ivanhoe Mines Ltd., including the notes thereto, as of and
for the years ended December 31, 2006 and 2005, including a
reconciliation to Canadian generally accepted accounting
principles, and 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 Ltd.23.3
    
    Consent of Norwest Corporation.23.4
    
    Consent of Bernard Peters.23.5
    
    Consent of Robert Cinits.23.6
    
    Consent of Harry Parker.23.7
    
    Consent of Allan Haines.23.8
    
    Consent of Dean David.23.9
    
    Consent of Richard D. Tifft III.23.10
    
    Consent of Patrick P. Riley.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.