| **UNITED STATES**                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| **FORM 40-F**                                                                                                                                                                                                                                                                                                                                                                                                     |
| (Mark One)                                                                                                                                                                                                                                                                                                                                                                                                        |
| o                                                                                                                                                                                                                                                                                                                                                                                                                 | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE                             SECURITIES EXCHANGE ACT OF 1934 |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                |
| 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, 2008                                                                                                                                                                                                                                                                                                                                                                 |   | Commission File Number:   333-96537 |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| ****COMPTON PETROLEUM CORPORATION****                                                                                                                                                                                                                                                                                                                                                                             |
| (Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| **ALBERTA, CANADA**                                                                                                                                                                                                                                                                                                                                                                                               |
| (Province or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| **1311**                                                                                                                                                                                                                                                                                                                                                                                                          |
| (Primary Standard Industrial Classification Code Number (if applicable))                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| **NOT APPLICABLE**                                                                                                                                                                                                                                                                                                                                                                                                |
| (I.R.S. Employer Identification Number (if applicable))                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| ****SUITE 3400, 425 - 1ST STREET, S.W., CALGARY, ALBERTA, CANADA T2P 3L8****(403) 237-9400****                                                                                                                                                                                                                                                                                                                    |
| (Address and telephone number of Registrant’s principal executive offices)                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| ****CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011****(212) 894-8400****                                                                                                                                                                                                                                                                                                                      |
| (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:                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| Title of Each Class                                                                                                                                                                                                                                                                                                                                                                                               |   | Name of Each Exchange on Which Registered |
| ****Common Shares, no par value****                                                                                                                                                                                                                                                                                                                                                                               |   | **New** **York Stock Exchange** |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| Securities registered or to be registered pursuant to Section 12(g) of the Act:                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| ****None****                                                                                                                                                                                                                                                                                                                                                                                                      |
| (Title of Class)                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| ****None****                                                                                                                                                                                                                                                                                                                                                                                                      |
| (Title of Class)                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| For annual reports, indicate by check mark the information filed with this Form:                                                                                                                                                                                                                                                                                                                                  |
| xAnnual information form                                                                                                                                                                                                                                                                                                                                                                                          | xAudited annual financial statements |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| ****125,760,451 Common Shares outstanding as of December 31, 2008****                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                              |
| 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. |
|     oYes                                                                                                                                                                                                                                                                                                                                                                                           |  |   |      xNo |
| 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.                          |
| xYes                                                                                                                                                                                                                                                                                                                                                                                                              | oNo |
|                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |  |  |  |  |

 

 

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**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 Compton Petroleum Corporation ("Compton") for the year ended December 31, 2008, see Exhibit 20.1 of this Annual Report on Form 40-F.

| **B.** | **AUDITED ANNUAL FINANCIAL STATEMENTS** |
|--------|-----------------------------------------|

For Compton's audited consolidated financial statements for the year ended December 31, 2008 and 2007, including the auditor's report with respect thereto, see Exhibit 20.2 of this Annual Report on Form 40-F. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 22 of the Notes to the audited            consolidated financial statements.

| **C.** | **MANAGEMENT'S DISCUSSION AND ANALYSIS** |
|--------|------------------------------------------|

For Compton's Management's Discussion and Analysis for the year ended December 31, 2008, see Exhibit 20.3 of this Annual Report on Form 40-F.

**DISCLOSURE CONTROLS AND PROCEDURES**

Compton maintains disclosure controls and other procedures and internal control over financial reporting designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms. Compton's principal executive officer and principal            financial officer evaluated the effectiveness of Compton's disclosure controls and procedures as of the end of the period covered by this report and concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by the registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms and (ii)            accumulated and communicated to Compton's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

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It should be noted that while Compton's principal executive officer and principal financial officer believe that Compton's disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that Compton'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**

The required disclosure is included beginning on page 16 of the Management's Discussion and Analysis of Compton for the fiscal year ended December 31, 2008, filed as part of this Annual Report on Form 40-F and included herein.

**ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM**

The required disclosure is included in the "Independent Auditor's Report" that accompanies the Consolidated Financial Statements of Compton for the fiscal year ended December 31, 2008, filed as part of this Annual Report on Form 40-F and included herein.

**CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING**

There were no changes during the year ended December 31, 2008 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

**NOTICES PURSUANT TO REGULATION BTR**

None.

**AUDIT COMMITTEE FINANCIAL EXPERT**

The Board of Directors of Compton has determined that John Thomson is an "audit committee financial expert" (as defined in paragraph 8(b) of General Instruction B to Form 40-F) serving on its Audit, Finance and Risk Committee. Pursuant to paragraph 8(a)(2) of General Instruction B to Form 40-F, the Board has determined that Mr. Thomson meets the definition of independence            applicable to audit committee members of New York Stock Exchange listed companies. For a description of Mr. Thomson's relevant experience in financial matters, see the "Directors and Officers" section in Compton's Annual Information Form for the year ended December 31, 2008, which is included as Exhibit 20.1 of this Annual Report on Form 40-F.

**CODE OF BUSINESS CONDUCT AND ETHICS**

Compton's Code of Business Conduct and Ethics holds all of Compton's directors, officers, employees, and consultants to high standards of legal and moral conduct in all areas of operations. In addition to meeting legal and regulatory requirements, Compton strives to conduct all operations fairly and with integrity. Compton's Code of Business Conduct and Ethics may be viewed on            Compton's website at www.comptonpetroleum.com.

In 2008, no waivers of, or amendments to, the Code of Business Conduct and Ethics were made.

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

Grant Thornton LLP ("Grant Thornton") has been the auditor of Compton since 1996. The aggregate amounts billed by Grant Thornton for each of the last two fiscal years for audit fees, audit-related fees, tax fees, and all other fees, including expenses, are set forth below. All amounts are in Canadian dollars.

 

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**AUDIT FEES**: The aggregate fees billed for each of the last two fiscal years of Compton ending December 31, 2008 and December 31, 2007, for professional services rendered by Grant Thornton for the audit of its annual financial statements or services that are normally provided by Grant Thornton in connection with statutory and regulatory filings or            engagements for those fiscal years, are $500,920 and $639,250 respectively. In addition, in 2008 and 2007 respectively, fees paid to Grant Thornton related to the review of Sarbanes-Oxley Act and similar Canadian regulatory compliance amounted to $360,054 and $547,400.

**AUDIT-RELATED FEES**: The aggregate fees billed for each of the last two fiscal years of Compton, ending December 31, 2008 and December 31, 2007, for audit-related services by Grant Thornton were $55,765 and $48,200 respectively. Fees in 2008 and 2007 include services performed to translate annual and quarterly financial statements into French and            fees charged to audit firms by the Canadian Public Accountability Board. Compton's Audit, Finance and Risk Committee approved all of the noted services.

**TAX FEES**: The aggregate fees billed for each of the last two fiscal years of Compton, ending December 31, 2008 and December 31, 2007, for professional services rendered by Grant Thornton for tax-related services consisting of the review of tax forms were nil.

**ALL OTHER FEES**: The aggregate fees billed for each of the last two fiscal years of Compton ending December 31, 2008 and December 31, 2007, for other services consisting of minor GST Research in 2008 and audit of certain oil and gas properties prior to disposition in 2007 were $1,220 and $48,000 respectively. Compton's Audit, Finance and Risk Committee            pre-approved all of the noted services.

**AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**: The Audit, Finance and Risk Committee of Compton considered the above fees and determined that they are reasonable and do not impact the independence of Compton's auditors. Further, such Committee determined that in order to ensure the continued independence of the auditors, only limited non-audit            related services would be provided to Compton by Grant Thornton and in such case, only with the prior approval of the Audit, Finance and Risk Committee. The Committee has pre-approved Management to retain Grant Thornton to provide miscellaneous, minor, non-audit services in circumstances where it is not feasible or practical to convene a meeting of the Audit, Finance and Risk Committee, subject to an aggregate limit of $25,000 per quarter.

**OFF-BALANCE SHEET ARRANGEMENTS**

Compton does not have any material off-balance sheet arrangements.

**CONTRACTUAL OBLIGATIONS**

The required disclosure is included on page 13 of the Management's Discussion and Analysis of Compton for the fiscal year ended December 31, 2008, filed as part of this Annual Report on Form 40-F and included herein.

**IDENTIFICATION OF THE AUDIT COMMITTEE**

The required disclosure is included on page 42 of the Annual Information Form of Compton for the fiscal year ended December 31, 2008, filed as part of this Annual Report on Form 40-F and included herein.

 

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**DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE**

**PRESIDING DIRECTOR AT EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS**: Compton's Chair of the Board, who is not a member of Compton's management, presides at all executive sessions of non-management directors of Compton's Board of Directors. In the absence of the Chair of the Board, pursuant to the Board of Directors Charter, the members of the            executive session choose a member to preside over such executive session.

**COMMUNICATIONS WITH NON-MANAGEMENT DIRECTORS**: Communications with Compton's non-management directors may be addressed to: Chair of the Board; c/o Corporate Secretary, Compton Petroleum Corporation, 3400, 425 - 1st Street S.W., Calgary, Alberta, Canada T2P 3L8.

**CORPORATE GOVERNANCE GUIDELINES**: Compton has adopted Corporate Governance Principles, which can be found on the Compton's website at www.comptonpetroleum.com.

 

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**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

**UNDERTAKING**

Compton 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**

Compton has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of Compton shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.

**SIGNATURE**

Pursuant to the requirements of the Exchange Act, Compton 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 this 30th day of March, 2009.

 

|   |   | COMPTON PETROLEUM CORPORATION

 

  |
|--------|--------|-----------------------------------------------|
|        |   | By:                                           | /s/Norman G. Knecht |
|   |   |                                          | Name: | Norman G. Knecht |
|   |   |                                          | Title: | Vice President, Finance & Chief 

Financial Officer |

 

 

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Documents filed as part of this report:

**EXHIBIT INDEX**

 

| **EXHIBIT NO.** |   | **DESCRIPTION**                                                                                                                                              |
|-----------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 20.1            |   | Annual Information Form for the fiscal year ended December 31, 2008.                                                                                         |
| 20.2            |   | Consolidated Financial Statements for the fiscal years ended December 31, 2008 and 2007.                                                                     |
| 20.3            |   | Management's Discussion and Analysis for the fiscal year ended December 31, 2008.                                                                            |
| 23.1            |   | Consent of Grant Thornton LLP, independent chartered accountants.                                                                                            |
| 23.2            |   | Consent of Netherland, Sewell & Associates, Inc.                                                                                                         |
| 31.1            |   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.                                     |
| 31.2            |   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.                                     |
| 32.1            |   | Certification of Chief Executive Officer pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |
| 32.2            |   | Certification of Chief Financial Officer pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |

 

 

 

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