UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 40-F

(Mark One)

| |  ̈ | 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, 2011 | 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 500, 850 -2ND STREET, S.W., CALGARY,
ALBERTA, CANADA T2P 0R8
(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 |  | Toronto 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:



26,358,528 Common Shares outstanding as of
December 31, 2011



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 |  | 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 |  |  ̈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 on Form
F-10 (File No. 333-163381).




















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" or the “Corporation”) for the year ended December 31, 2011,
see Exhibit 99.1 of this Annual Report on Form 40-F.



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



For Compton's audited
consolidated financial statements and internal control over financial reporting, which comprise the consolidated balance
sheets as at December 31, 2011, December 31, 2010 and January 1, 2010, and the consolidated statements of operations and
comprehensive earnings (loss), changes in equity and cash flow for each of the years in the two-year period ended December 31,
2011, including the auditor's reports with respect thereto, see Exhibit 99.2
of this Annual Report on Form 40-F. For a reconciliation of important differences between Canadian generally
accepted accounting principles and International Financial Reporting Standards (“IFRS”), see Note
23 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, 2011, see Exhibit 99.3 of this Annual Report on Form 40-F.



DISCLOSURE CONTROLS AND PROCEDURES



| | A. | CERTIFICATIONS
| | -- | --------------



The required disclosure
is included in Exhibits 99.6, 99.7, 99.8 and 99.9 of this Annual Report on Form 40-F.



| | B. | EVALUATION OF 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 Securities and Exchange Commission (the “Commission”) rules and forms. Compton's principal executive
officer and principal financial officer evaluated the effectiveness of Compton's disclosure controls and procedures (as defined
in the Exchange Act Rules 13a-15(e) and 15d – 15(e)) 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 Compton 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.











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 21 of the Management's Discussion and Analysis of Compton
for the fiscal year ended December 31, 2011, 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, 2011, 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, 2011 that materially affected, or are reasonably likely to materially affect, the Corporation’s
internal control over financial reporting.



NOTICES PURSUANT TO REGULATION BTR



None.



AUDIT COMMITTEE FINANCIAL EXPERT



The Board of Directors of
Compton has determined that Glen Roane 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. Roane meets the definition of independence applicable to audit committee members
of New York Stock Exchange listed companies. For a description of Mr. Roane’s relevant experience in financial matters, see
the "Directors and Officers" section in Compton's Annual Information Form for the year ended December 31, 2010, which
is included as Exhibit 99.1 of this Annual Report on Form 40-F.



CODE OF BUSINESS CONDUCT AND ETHICS



Compton has adopted a “code
of ethics” (as that term is defined in Form 40-F), entitled the “Code of Business Conduct and Ethics” that 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 the past fiscal year,
there has not been any amendments to the Code of Business Conduct and Ethics. No waivers from the Code were granted to the Corporation’s
Directors, Officers, employees, or consultants in 2010. A departure from the Code was reported in 2009 in respect of a conflict
of interest concerning an employee for which Management took immediate action to resolve the conflict.



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.











AUDIT FEES:
The aggregate fees billed for each of the last two fiscal years of Compton ending December 31, 2011 and December 31, 2010,
for professional services rendered by Grant Thornton for the audit of its annual financial statements, quarterly interim
reviews, the internal control audit under the United States Sarbanes-Oxley Act as well as transitioning the Corporation
to International Financial Reporting Standards, are $1,019,279 and $822,190 respectively.



AUDIT-RELATED FEES:
The aggregate fees billed for each of the last two fiscal years of Compton ending December 31, 2011 and December 31, 2010, related
to audit related services were $62,714 and $72,260 respectively. Services were provided to translate the annual and interim financial
statements into French as well as the reimbursement of the pro-rate share of annual fees charged by the Canadian Public
Accountability Board.



TAX FEES:
The aggregate fees billed for each of the last two fiscal years of Compton, ending December 31, 2011 and December 31, 2010,
for professional services rendered by Grant Thornton for services related
to debt restructuring and filing of the annual returns were $55,630 and $22,601, respectively.



ALL OTHER FEES:
The aggregate fees billed for each of the last two fiscal years of Compton ending December 31, 2011 and December 31, 2010,
for other services including assistance during the issue of offering documents and other ancillary consultations, were
$80,260 and $136,318 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 19 of the Management's Discussion and Analysis of Compton for
the fiscal year ended December 31, 2011, filed as part of this Annual Report on Form 40-F and included herein.



IDENTIFICATION OF THE AUDIT COMMITTEE



Compton has a separately
designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the
audit committee are: G. Roane (Chair), M. Leffell, and R. Findlay.











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 7th day of March, 2012.



| |  | COMPTON PETROLEUM CORPORATION
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  |                              











Documents filed as part of this report:



EXHIBIT INDEX



|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1        |  | Annual Information Form for the fiscal year ended December 31, 2011.                                                                                        
|            |  |                                                                                                                                                             
|99.2        |  | Consolidated Financial Statements for the fiscal years ended December 31, 2011 and 2010.                                                                    
|            |  |                                                                                                                                                             
|99.3        |  | Management's Discussion and Analysis for the fiscal year ended December 31, 2011.                                                                           
|            |  |                                                                                                                                                             
|99.4        |  | Consent of Grant Thornton LLP, independent chartered accountants.                                                                                           
|            |  |                                                                                                                                                             
|99.5        |  | Consent of GLJ Petroleum Consultants Ltd.                                                                                                                   
|            |  |                                                                                                                                                             
|99.6        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.                                    
|            |  |                                                                                                                                                             
|99.7        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.                                    
|            |  |                                                                                                                                                             
|99.8        |  | 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).
|            |  |                                                                                                                                                             
|99.9        |  | 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).