##### 



UNITED STATES
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, 2005
    
    Commission file number001-12970
 Goldcorp Inc.
 (Exact name of Registrant as specified in its charter)
 Not Applicable
    
    Ontario, Canada
    
    Not Applicable(Translation of Registrants name into
English (if applicable))
    
    (Province of other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification
Number (if applicable))
 1041
 (Primary Standard Industrial Classification Code Number (if applicable))
 Suite 1560, Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia V6C 3L6
Canada (604) 696-3000
 (Address and telephone number of Registrants principal executive offices)
 CT Corporation System, 111 8th Avenue, New York, NY 10019
(800) 223-7567
 Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
  Title of each class
    
    Name of each exchange on which registeredCommon Shares, no par value
    
    New York Stock ExchangeSeries A Common Share Purchase Warrants
    
    New York Stock ExchangeSeries C Common Share Purchase Warrants
    
    New York Stock Exchange
  None
 (Title of Class)
  None
 (Title of Class)
  þ     Annual information form
    
    þ     Audited annual financial statements
  As at
December 31, 2005, 399,642,000 Common Shares without par value were outstanding.
  o     Yes: 82-
    
    þ     No
  þ     Yes
    
    o     No




---



##### 



CONTROLS AND PROCEDURES
   INTERNAL CONTROLS OVER FINANCIAL REPORTING
  AUDIT COMMITTEE FINANCIAL EXPERT
  IDENTIFICATION OF AUDIT COMMITTEE
  CODE OF ETHICS




---



##### 



PRINCIPAL ACCOUNTANT FEES AND SERVICES
  OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
  Corporate Governance Guidelines
  Board Committee Mandates
  UNDERTAKINGS




---



##### 



SIGNATURES
  GOLDCORP INC./s/  Ian W. TelferIan W. TelferDate: March 21, 2006
    President and Chief Executive Officer




---



##### 



EXHIBIT INDEX
  Exhibit
    
    Description99.1
    
    
    Annual Information Form dated March 20, 200699.2
    
    
    Audited financial statements of the Registrant, and the notes thereto for
fiscal 2005 together with the report of the auditors thereon, including a
U.S. GAAP reconciliation (as filed with the Commission on
Form 6-K on March 16, 2006)99.3
    
    

Managements
Discussion and Analysis for fiscal 2005 (as filed with the Commission
on Form 6-K on March 16, 2006)99.4
    
    
    Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants99.5
    
    
    Consent of Giroux Consultants Ltd.99.6
    
    
    Consent of Stephen McGibbon99.7
    
    
    Consent of Reynaldo Rivera99.8
    
    
    Consent of Gary H. Giroux99.9
    
    
    Consent of Mike Hester99.10
    
    
    Consent of Neil Burns99.11
    
    
    Consent of James N. Grey99.12
    
    
    Consent of Al Samis99.13
    
    
    Consent of Luis Rivera99.14
    
    
    Consent of Joe Ranford99.15
    
    
    Consent of Rex Berthelsen99.16
    
    
    Consent of Rodrigo Mello99.17
    
    
    Consent of Randy V.J. Smallwood99.18
    
    
    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.19
    
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002