UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

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, 2010		Commission File Number: 001-32403

IVANHOE MINES LTD.

Yukon, Canada (Province or other jurisdiction of incorporation or organization)		1000 (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)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

		New York Stock Exchange
Common Shares without par value		Nasdaq
(Title of Class)		(Exchanges)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

þ Annual Information Form           þ Audited 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:

568,560,669 Common Shares outstanding as of December 31, 2010

Indicate by check mark whether the Registrant by filing the information contained within 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 file number assigned to the Registrant in connection with such Rule.

Yes o          No þ

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 þ          No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes o          No o

The Annual Report on Form 40-F shall be incorporated by reference into, or as an exhibit to, as applicable, the Registrant’s Registration Statements on Form S-8 (File Nos. 333-160783, 333-143550, 333-135595, 333-128205 and 333-113048) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE

The Registrant is filing this Form 40-F/A to the Registrant’s Annual Report on Form 40-F, dated March 31, 2011 (the “Form 40-F”), for the sole purpose of submitting Exhibit 101 to the Form 40-F as required by General Instruction B.(15)(a)(i) of Form 40-F and Rule 405 of Regulation S-T. Exhibit 101 was omitted from the Registrant’s Form 40-F in accordance with the 30-day grace period provided under Rule 405(a)(2)(ii) or Regulation S-T.

No other changes have been made to the Form 40-F. This Form 40-F/A speaks as of the original time of filing the Form 40-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Form 40-F.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Company 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: April 29, 2011

IVANHOE MINES LTD.

By:		/s/ Beverly A. Bartlett   Name: Beverly A. Bartlett
		Title: Vice President and Corporate Secretary

EXHIBIT INDEX

Exhibit Number		Document
99.1*		Annual Information Form for the year ended December 31, 2010.
99.2*		Audited Consolidated Financial Statements of Ivanhoe Mines Ltd., including the notes thereto, as of and for the years ended December 31, 2010 and 2009, together with the reports thereon of the Independent Registered Chartered Accountants.
99.3*		Management’s Discussion and Analysis of Financial Condition and Results of Operations.
99.4*		Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants.
99.5*		Consent of Bernard Peters.
99.6*		Consent of John Vann.
99.7*		Consent of Dean David.
99.8*		Consent of Scott Jackson.
99.9*		Consent of Albert Chance.
99.10*		Consent of George Stephan.
99.11*		Consent of Jarek Jakubec.
99.12*		Consent of Bruce Brown.
99.13*		Consent of Stephen Torr.
99.14*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
99.15*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
99.16*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
99.17*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101		Interactive Data File.