As Filed with the Securities and Exchange Commission on January 7, 2011

Registration No. 333-124641

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-10

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTEROIL CORPORATION

(Exact name of Registrant as Specified in its charter)

Yukon Territory, Canada
(Province or Other Jurisdiction
of Incorporation or Organization) 1311
(Primary Standard Industrial Classification Code Number
(if applicable)) None
(I.R.S. Employer Identification Number (if applicable))

Level 1

60-92 Cook Street

Cairns, QLD 4870, Australia

Telephone Number: +61 (7) 4046-4600

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
Telephone Number: (212) 894-8940
(Name, address, (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Mark Laurie
InterOil Corporation
25025 I-45 North, Suite 420
The Woodlands, Texas 77380
(281) 292-1800 William B. Nelson
Haynes and Boone, L.L.P.
1221 McKinney Street, Suite 2100
Houston, Texas 77010
(713) 547-2000
(713) 236-5699 (fax)

Approximate date of commencement of proposed sale of the securities to the public:

Not Applicable

Yukon Territory
(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):

A.	þ Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada)
B.	o At some future date (check the appropriate box below):

1. o	pursuant to Rule 467(b) on at (designate a time not sooner than 7 calendar days after filing)
2. o	pursuant to Rule 467(b) on at (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on .
3. o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4. o	After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf short form prospectus offering procedures, check the following box. o

TABLE OF CONTENTS

EXPLANATORY NOTE

     On May 5, 2005, InterOil Corporation, a Canadian corporation (the “Registrant”), filed with the Securities and Exchange Commission a registration statement on Form F-10, as amended, Registration No. 333-124641, (the “Registration Statement”), registering up to 3,333,334 common shares of the Registrant pursuant to the indirect participation agreement dated February 25, 2005. This Post-Effective Amendment No. 1 is being filed to remove from registration the securities that remain unsold as of the date hereof. Because these unsold securities became freely tradable upon expiration of the required holding periods under Rule 144 of the Securities Act of 1933, registration of the unsold securities is no longer necessary. Therefore, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the effective date of this Post-Effective Amendment No. 1, all of the shares remaining unsold under the Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cairns, State of Queensland, Australia, on the 29th day of December, 2010.

INTEROIL CORPORATION
By:	/s/ Phil E. Mulacek
	Phil E. Mulacek
	Chairman of the Board and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated, on the 29th day of December, 2010.

/s/ Phil E. Mulacek*	Chairman of the Board and
Phil E. Mulacek	Chief Executive Officer (Principal Executive Officer)
/s/ Collin Visaggio	Chief Financial Officer
Collin Visaggio	(Principal Financial Officer and Principal Accounting Officer)
/s/ Christian M. Vinson*	Director; Executive Vice President
Christian M. Vinson	Corporate Development &Government Affairs
	Director
Roger F. Lewis
/s/ Roger N. Grundy*	Director
Roger N. Grundy
/s/ Gaylen J. Byker*	Director
Gaylen J. Byker
	Director
Ford Nicholson

*   Pursuant to a previously filed power of attorney, Phil E. Mulacek, as attorney-in-fact, does hereby sign this Post-Effective Amendment No. 1 to Registration Statement on behalf of each such person, in each case in the capacity indicated and on the date indicated.  

By:	/s/ Phil E. Mulacek
	Phil E. Mulacek
	Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(1) of the Securities Act of 1933, as amended, the Authorized Representative has signed this Registration Statement solely in its capacity as the duly authorized representative of InterOil Corporation in the United States, on December 29, 2010.

By:	/s/ Phil E. Mulacek
	Phil E. Mulacek