8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

AMENDMENT NO. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

INTEROIL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Yukon Territory, Canada	None
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Level 1
60-92 Cook Street
Cairns, Australia	Queensland 4870
(Address of Principal Executive Offices)	(Zip Code)

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

     Securities Act registration statement file number to which this form relates: N/A.

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

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Common Shares, no par value per share	New York Stock Exchange

Securities to be registered under Section 12(g) of the Act: None.

TABLE OF CONTENTS

EX-4.8

This Form 8-A/A Amendment No. 1 amends and restates the information set forth in the Registration Statement on Form 8-A, filed on March 27, 2009 by InterOil Corporation.

Item 1. Description of the Registrant’s Securities to be Registered.

Item 1 of this Form 8-A/A is amended and restated in its entirety by substituting the following:

The description of the Common Shares, no par value per share (“Common Shares”), of InterOil Corporation (the “Registrant”), is set forth below. The Common Shares trade on the New York Stock Exchange under the symbol “IOC”.

Authorized Capital

The Registrant’s authorized capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As of May 17, 2010, 43,756,354Common Shares and no preferred shares were issued and outstanding.

Common Shares

Holders of Common Shares are entitled to one vote for each Common Share held at any meeting of shareholders and to receive, out of all profits or surplus available for dividends, any dividends declared by the Registrant on the Common Shares, and to receive any of the remaining property of the Registrant in the event of its liquidation, dissolution or winding up, whether voluntary or involuntary.

     Incentive Plans

The Registrant adopted the InterOil Corporation 2009 Incentive Stock Plan on June 19, 2009 (the “2009 Incentive Plan”), which, along with the InterOil Corporation 2006 Incentive Stock Plan adopted May 10, 2006 (the “2006 Incentive Plan”), allows participating employees to purchase Common Shares. Option exercise prices relate to the market price for the Common Shares on the date the options were granted. Options granted under the 2009 Incentive Plan and 2006 Incentive Plan are generally fully exercisable after two years or more and expire five years after the grant date. Default provisions in the 2009 Incentive Plan and 2006 Incentive Plan rules provide for immediate vesting of granted options and expiration ten years after the grant date. Future incentive grants will be made under the 2009 Incentive Plan, however, options granted under the predecessor plans, the InterOil Corporation Incentive Stock Plan adopted February 17, 2003 (as amended) and the 2006 Incentive Plan, also remain outstanding.

     Shareholder Rights Plan

On May 27, 2007, the Registrant entered into a Shareholder Rights Plan (the “Rights Plan”) with Computershare Investor Services Inc., as rights agent, which was approved by the Registrant’s shareholders at the June 25, 2007 annual and special meeting of shareholders. On May 27, 2010, the Registrant entered into the Amending Agreement to the Shareholder Rights Plan, with Computershare Investor Services Inc., as rights agent, (the “Amendment to the Rights Plan” and together with the Rights Plan, the “Amended Rights Plan”) to, (i) change the currency referred to in the agreement from Canadian dollars to U.S. dollars; and (ii) increase the Exercise Price of the Rights from CDN$100.00 to US$200.00. The Amendment to the Rights Plan was approved and ratified by the Registrant’s shareholders at the June 22, 2010 annual and special meeting of shareholders.

The Amended Rights Plan was adopted to ensure, to the extent possible, that all shareholders of the Registrant are treated fairly in connection with any take-over bid for the Registrant. As long as a bid meets certain requirements intended to protect the interests of all shareholders (a “Permitted Bid”), the provisions of the Amended Rights Plan will not be invoked. A bid will be a Permitted Bid if it is made by way of a take-over bid circular, remains open for a minimum of 60 days and otherwise complies with the Permitted

- 2 -

Bid provisions of the Amended Rights Plan. If a bid is not a Permitted Bid, then the Amended Rights Plan will be invoked by an acquisition of 20% or more of the outstanding Common Shares. Under the provisions of the Amended Rights Plan, one right has been issued for each Common Share outstanding. The rights will trade together with the Common Shares and will not be separable from the Common Shares or exercisable unless a take-over bid is made which is not a Permitted Bid. The rights will entitle shareholders, other than shareholders making the take-over bid, to purchase additional Common Shares at a substantial discount to the market price at the time. Phil Mulacek, the Chairman and Chief Executive Officer of the Registrant, holds a proportion of the Common Shares and, subject to certain grandfather provisions in the Amended Rights Plan, his shareholdings will not trigger the Amended Rights Plan.

The Amended Rights Plan is similar to those adopted by other Canadian listed companies. Summaries of the key terms of the Amended Rights Plan are set forth in the proposal seeking “Approval and Ratification of Shareholder Rights Plan, as Amended” as part of Exhibit 99.3 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed May 26, 2010, which part is incorporated by reference herein.

Item 2. Exhibits.

The following documents are filed as exhibits hereto:

Exhibit
Number	Description
4.1	Articles of Continuance of the Registrant (incorporated by reference to Appendix B of Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed June 1, 2007).
4.2	Articles of Amendment (Schedule of Series Provisions Series A Preferred Shares) to Articles of Continuance of the Registrant (incorporated by reference to Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed November 27, 2007).
4.3	By-Law No. 1 of the Registrant (incorporated by reference to Appendix C of Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed June 1, 2007).
4.4	Shareholder Rights Plan Agreement dated as of May 28, 2007, between the Registrant and Computershare Investor Services Inc., as Rights Agent (incorporated by reference to Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed June 12, 2007).
4.5	Specimen Stock Certificate of the Registrant’s Common Shares (incorporated by reference to Exhibit of the Registrant’s registration of securities on Form 8-A filed March 27, 2009).
4.6	Form of Rights Certificate (attached as Schedule A to the Shareholder Rights Plan Agreement filed as Exhibit 4.4).
4.7	InterOil Corporation 2009 Incentive Stock Plan effective as of June 19, 2009 (incorporated by reference to Appendix D to Exhibit 99.3 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed May 26, 2009).
4.8*	Amending Agreement to the Shareholder Rights Plan dated June 25, 2010.

* Filed herewith

- 3 -

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: July 9, 2010	INTEROIL CORPORATION
	By:	/s/ Phil E. Mulacek
		Phil E. Mulacek
		Director and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Articles of Continuance of the Registrant (incorporated by reference to Appendix B of Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed June 1, 2007).
4.2	Articles of Amendment (Schedule of Series Provisions Series A Preferred Shares) to Articles of Continuance of the Registrant (incorporated by reference to Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed November 27, 2007).
4.3	By-Law No. 1 of the Registrant (incorporated by reference to Appendix C of Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed June 1, 2007).
4.4	Shareholder Rights Plan Agreement dated as of May 28, 2007, between the Registrant and Computershare Investor Services Inc., as Rights Agent (incorporated by reference to Exhibit 99.1 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed June 12, 2007).
4.5	Specimen Stock Certificate of the Registrant’s Common Shares (incorporated by reference to Exhibit of the Registrant’s registration of securities on Form 8-A filed March 27, 2009).
4.6	Form of Rights Certificate (attached as Schedule A to the Shareholder Rights Plan Agreement filed as Exhibit 4.4).
4.7	InterOil Corporation 2009 Incentive Stock Plan effective as of June 19, 2009 (incorporated by reference to Appendix D to Exhibit 99.3 of the Registrant’s Report of Foreign Private Issuer on Form 6-K filed May 26, 2009).
4.8*	Amending Agreement to the Shareholder Rights Plan dated June 25, 2010.

* Filed herewith

- 5 -

EX-4.8

Exhibit 4.8

AMENDING AGREEMENT TO THE
SHAREHOLDER RIGHTS PLAN AGREEMENT

          THIS AMENDING AGREEMENT is made as of the 25th day of June, 2010 between:

INTEROIL CORPORATION, a corporation continued under the Business Corporations Act (Yukon Territory) (the “Corporation”)

- and -

COMPUTERSHARE INVESTOR SERVICES INC., a company incorporated under the laws of Canada (the “Rights Agent”).

WHEREAS:

A. The Corporation and the Rights Agent entered into a Shareholder Rights Plan Agreement dated as of May 28, 2007 (the “Current Shareholder Rights Agreement”), which was approved by the shareholders (the “Shareholders”) of the Corporation at the special meeting of the shareholders of the Corporation held on June 25, 2007;

B. The Current Shareholder Rights Plan became effective on May 28, 2007 and shall expire on the close of business on May 29, 2013, subject to a majority of the Independent Shareholders (as defined in the Current Shareholder Rights Agreement) approving the Current Shareholder Rights Agreement at or prior to the first annual meeting of shareholders of the Corporation following the third anniversary of the date of this Current Shareholder Rights Agreement, provided that a Flip-in Event (as defined in the Current Shareholder Rights Agreement) has not occurred prior to such time. If a majority of the votes cast by Independent Shareholders who vote in respect of such resolution are voted against the continued existence of this Agreement, then the board of directors of the Corporation (the “Board of Directors”) shall, immediately upon the confirmation by the chairman of such shareholders’ meeting of the result of the vote on such resolution and without further formality, be deemed to have elected to redeem the Rights at the Redemption Price;

C. The Board Of Directors has determined that it is advisable to continue to maintain a shareholder rights plan and to ensure, to the extent possible, that all Shareholders are treated fairly in connection with any take-over offer for the Corporation to ensure that the Board of Directors is provided with a sufficient period of time to evaluate unsolicited Take-over Bids (as defined in the Current Shareholder Rights Agreement) and to explore and develop alternatives to maximize shareholder value;

D. The Corporation and the Rights Agent wish to effect certain amendments to update the Current Shareholder Rights Agreement to: (i) recognize that the Common Shares are no longer traded on a Canadian stock exchange in Canadian dollars and (ii) recognize the increase in the market price of InterOil from US$35.00 on May 25, 2007, the last trading

day before the effective the effective date of the Current Shareholder Rights Plan, to US$58.21 on May 17, 2010; and

E. The Board of Directors wishes to recommend Shareholders vote in favour of a resolution approving and ratifying the Current Shareholder Rights Agreement, as amended by this Amending Agreement, at the annual and special meeting of Shareholders to be held on June 22, 2007 or any adjournment or postponement thereof.

          NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereby agree as set forth below.

1.1 Certain Definitions

          For the purposes of this Amending Agreement, including the recitals hereto, the terms set forth below have the meanings ascribed thereto in the Current Shareholder Rights Agreement.

1.2 Confirmation

          The Corporation and the Rights Agent wish to reaffirm all provisions of the Current Shareholder Rights Agreement, other than those provisions amended pursuant to Section 1.3 and 1.4 of this Amending Agreement.

1.3 Currency

          Section 1.4 of the Current Shareholder Rights Plan shall be deleted in its entirety and replaced with the following:

All sums of money which are referred to in this Agreement are expressed in lawful money of United States, unless otherwise specified.

1.4 Exercise Price

(a) The definition of “Exercise Price” as set forth in subsection 1.1(u) of the Current Shareholder Rights Plan shall be deleted in its entirety and replaced with the following:

“Exercise Price” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of one whole Right and, until adjustment thereof in accordance with the terms hereof, the Exercise Price shall be $200.00.

(b) All references to “Exercise Price” in the Current Shareholder Rights Plan, including the schedules thereto, shall be amended to refer to $200, as opposed to $100.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective the 25th day of June, 2010.

INTEROIL CORPORATION
By:	/s/ Phil E. Mulacek
	Phil E. Mulacek
	Director and Chief Executive Officer
By:	/s/ Mark Laurie
	Mark Laurie
	General Counsel & Corporate Secretary
COMPUTERSHARE INVESTOR SERVICES INC.
By:	/s/ Florence Smith
	Florence Smith
	Professional, Client Services
By:	/s/ Graham Sheward
	Graham Sheward
	Professional, Client Services