================================================================================
                                  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, 2005
                       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 Numbers)


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

       SUITE 3300, 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:
                          Common Shares, no par value

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:
                         7 5/8% Senior Notes due 2013

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

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

     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.
          127,263,476 Common Shares outstanding as of December 31, 2005
================================================================================
<PAGE>

Indicate by check mark whether the  Registrant  is furnishing  the  information
contained in this Form 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 [_]


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, 2005, 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,  2005 and 2004,  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 19 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, 2005, see Exhibit 20.3 of this Annual Report on Form 40-F.


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, as amended, 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  Securities  and Exchange
Commission  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.  However, as
recommended by the Commission in its adopting release, Compton will continue to
periodically  evaluate its  disclosure  controls and  procedures  and will make
modifications  from time to time as deemed necessary to ensure that information
is  recorded,  processed,  summarized,  and  reported  within the time  periods
specified in the Commission's rules and forms.


                                       2
<PAGE>

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 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.

During  the fiscal  year  ended  December  31,  2005,  there were no changes in
Compton's  internal  control  over  financial  reporting  that have  materially
affected,  or are reasonably likely to materially  affect,  Compton's  internal
control over financial reporting.

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 applied the definition of  independence  applicable to the audit  committee
members of the New York Stock Exchange ("NYSE") listed  companies.  Mr. Thomson
is a corporate  director and meets the NYSE definition of  independence.  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, 2005,  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 2005,  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.  2004  amounts have been updated to
account for differences between accrued costs and actual billings.  All amounts
are in Canadian dollars.

      AUDIT  FEES:  The  aggregate  fees billed for each of the last two fiscal
years  of  Compton  ending  December  31,  2005  and  December  31,  2004,  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 $481,230 and $350,455 respectively.

      AUDIT-RELATED  FEES:  The aggregate  fees billed for each of the last two
fiscal years of Compton,  ending  December 31, 2005 and December 31, 2004,  for
audit-related   services  by  Grant   Thornton   were   $221,997  and  $131,315
respectively. In 2005, fees were incurred for services related to the Company's
equity  offering in February 2005 and the issuance of the Company's U.S. dollar
Senior  Notes in  November  2005.  Fees in 2004  related to the  discussion  of
accounting  matters and reporting to the Trustee regarding  compliance with the
Senior Notes Indenture.


                                       3

<PAGE>

      TAX FEES: The aggregate fees billed for each of the last two fiscal years
of Compton,  ending  December 31, 2005 and December 31, 2004, for  professional
services rendered by Grant Thornton for tax-related  services consisting of the
review of tax forms were,  $10,000 and $9,000  respectively.  Compton's  Audit,
Finance and Risk Committee approved all of the noted services.

      ALL OTHER FEES: The aggregate fees billed for each of the last two fiscal
years of Compton  ending  December 31, 2005 and  December  31, 2004,  for other
services  consisting  of the  translation  of  Compton's  quarterly  and annual
reports into French and discussions  regarding the requirements of the Sarbanes
Oxley Act of 2002,  were  $41,930 and $49,598  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 very 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 $20,000 per quarter.


OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

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


CONTRACTUAL OBLIGATIONS
-----------------------

See page 11 of the Management's Discussion and Analysis of Compton for the year
ended December 31, 2005 attached hereto and included herein.


NOTICES PURSUANT TO REGULATION BTR
----------------------------------

None.




                                       4
<PAGE>


                  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.


                                   SIGNATURES

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 23th day of March, 2006.

                                        COMPTON PETROLEUM CORPORATION


                                        By: /s/ Norman G. Knechtu
                                            ------------------------------
                                            Name:  Norman G. Knecht
                                            Title: Vice President, Finance
                                                   and Chief Financial Officer



                                       5
<PAGE>

Documents filed as part of this report:


                                  EXHIBIT INDEX

EXHIBIT
NUMBER       DESCRIPTION
-------      -----------

 20.1       Annual Information Form for the fiscal year ended
            December 31, 2005.

 20.2       Consolidated Financial Statements for the fiscal years
            ended December 31, 2005 and 2004.

 20.3       Management's Discussion and Analysis for the fiscal year
            ended December 31, 2005.

 23.1       Consent of Grant Thornton LLP, independent chartered
            accountants.

 31.1       Certification of Chief Executive Officer pursuant to Rule
            13a-14(a) or 15d-14 of the Securities Exchange Act of
            1934.

 31.2       Certification of Chief Financial Officer pursuant to Rule
            13a-14(a) or 15d-14 of the Securities Exchange Act of
            1934.

 32.1       Certification of Chief Executive Officer pursuant to Rule
            13a-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
            13a-14(b) and Section 1350 of Chapter 63 of Title 18 of
            the United States Code (18 U.S.C. 1350).