6-K

FORM 6K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 16d-16 of

the Securities Exchange Act of 1934

For the month of September 2010

Commission File Number 001-32345

CARDERO RESOURCE CORP.

(translation of registrant’s name into English)

#1920 - 1188 West Georgia Street

Vancouver, British Columbia V6E 4A2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F

_____

Form 40-F

__X__

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Note:

Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K  if submitted solely to provide an attached annual report to security holders:

Indicate by check mark if the registrant is submitted the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note:

Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report on other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in the Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

_____

No

__X__

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82-__________.

Exhibits

1.	Press Release of the Registrant dated, September 14, 2010
2.	Material Change Report of the Registrant dated, September 16, 2010

	SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
	CARDERO RESOURCE CORP.
	/s/ Henk Van Alphen
Date: September 17, 2010	Name: Henk Van Alphen Title: President and CEO
In connection with the Company’s listing on the American Stock Exchange, LLC, the Company prepared its U.S. GAAP Balance Sheet as at July 31, 2004.

EX-1

NR10-13

September 14, 2010

CARDERO COMPLETES $1,500,000 INVESTMENT IN
KRIA RESOURCES LTD.

Cardero Resource Corp. (“Cardero” or the “Company”) – (TSX: CDU, NYSE-A: CDY, Frankfurt: CR5) is pleased to announce that it has recently completed a $1,500,000 investment in Kria Resources Ltd. (“Kria”) of Toronto, Ontario.

Kria is a base metal exploration and development company focused on high-quality, advanced-stage base metal assets.  Kria’s primary asset is the Halfmile Lake and Stratmat properties near Bathurst, New Brunswick.  The Halfmile Lake and Stratmat projects are optioned by Kria from Xstrata Canada Corporation, which is currently the largest shareholder of Kria, holding approximately 24.27%.  Kria has approximately 98,518,239 common shares outstanding and is listed on the TSX Venture Exchange under the symbol “KIA”.

Kria completed a preliminary economic assessment (“PEA”) on its Halfmile Lake project in July 2009 that estimated a pre-tax NPV of CAD 139 million (8% discount) and IRR of over 16% based on metal prices of USD 0.80/lb Zn, USD 1.91/lb Cu, USD 0.56/lb Pb and USD 10.59/oz Ag.  A second PEA completed in August 2010 indicated that the project’s economics improve if the mineral resource from Kria’s nearby Stratmat property is combined with the mineral resource from Halfmile Lake.  The combined Halfmile/Stratmat PEA estimated a pre-tax NPV of CAD 254 million (8% discount) and IRR of over 20% based on metal prices of USD 1.03/lb Zn, USD 3.03/lb Cu, USD 0.92/lb Pb and USD 15.08/oz Ag.  Kria also has the Ruttan copper-zinc sulphide project near Leaf Rapids, Manitoba that has an NI 43-101 compliant inferred mineral resource estimate of 19.75 million tonnes grading 1.17% copper and 1.47% zinc using a 1.0% capped copper equivalent cut-off grade.

Please refer to Kria’s technical reports filed on SEDAR for details regarding the NI 43-101 compliant resource estimates on the Halfmile, Stratmat and Ruttan properties.  The prices and other assumptions mentioned in this press release are Kria’s internal assumptions and estimates.  Additional information is available at www.kriaresources.com.

Kria recently completed a $1,500,000 financing, consisting of 15,000,000 units at a price of $0.10 per unit.  Each unit consisted of one common share and one transferable common share purchase warrant, with each warrant being exercisable to acquire one additional common share until July 29, 2012 at an exercise price of $0.20.  Cardero purchased all of the units in the financing.

As a result of this acquisition, Cardero now holds an aggregate of 15,000,000 common shares of Kria, representing approximately 15.22% of the issued and outstanding common shares of Kria.  Assuming the exercise of the 15,000,000 warrants comprised in the units, Cardero would then hold 30,000,000, or approximately 26.42%, of the then issued common shares (assuming no other warrant or option exercises).  Cardero is not acting jointly or in concert with any other persons or companies in connection with such acquisition or the securities of Kria.  Cardero acquired the securities of Kria for investment purposes only, and not for the purpose of influencing control or direction over Kria.  Cardero will, however, review its holdings in Kria from time to time, and may increase or decrease its position as future circumstances dictate.

Cardero has undertaken to the TSX Venture Exchange that it will not exercise any of the warrants, and/or acquire additional securities of Kria from treasury, if, to do so, would result in Cardero holding, after such exercise, a number of common shares of Kria which equals or exceeds twenty percent of the number of common shares of Kria then issued and outstanding, unless the shareholders of Kria (other than Cardero and any of its affiliates or associates) shall have previously approved the shareholding of Cardero in Kria equalling or exceeding twenty percent.

In addition, in the subscription agreement with respect to the private placement, Kria granted to Cardero the right to maintain its percentage equity interest in Kria, on an ongoing basis, provided that such right will terminate if Cardero’s interest falls below 10%.  Under a “top-up” provision, Cardero has the right, twice a year, to carry out a private placement of common shares of Kria to maintain its then current equity ownership percentage in Kria, thereby avoiding dilution as a result of the issuance of common shares by Kria in connection with property payments or warrant or option exercises.  Cardero was also granted a separate right to participate in any equity financings by Kria up to its then pre-financing percentage equity interest.

A copy of the Early Warning Report filed under Part 3 of National Instrument 62-103 with respect to the foregoing acquisition is available upon request to Lawrence W. Talbot, the Vice-President & General Counsel of Cardero, at 604-408-7488.

About Cardero Resource Corp.

Cardero's focus through 2010 is to realise the considerable value it believes is locked in its remaining iron ore assets in the Marcona District of southern Peru, and in Minnesota, USA while continuing to progress its base and precious metal exploration projects in Argentina and Mexico, and aggressively seek out and potentially acquire new advanced stage projects.  The common shares of the Company are currently listed on the Toronto Stock Exchange (symbol CDU), the NYSE-Amex (symbol CDY) and the Frankfurt Stock Exchange (symbol CR5).  For further details on the Company readers are referred to the Company’s web site (www.cardero.com), Canadian regulatory filings on SEDAR at www.sedar.com and United States regulatory filings on EDGAR at www.sec.gov.

On Behalf of the Board of Directors of

CARDERO RESOURCE CORP.

“Hendrik van Alphen” (signed)

Hendrik van Alphen, President

Contact Information:

Steve Stakiw, Manager – Corporate Communications & Investor Relations

Email:  sstakiw@cardero.com

Phone: 1-888-770-7488 (604) 408-7488 / Fax: (604) 408-7499

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation.  All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, business and financing plans and business trends, are forward-looking statements.  Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are t hose, which, by their nature, refer to future events.  The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market for, and pricing of, any mineral products the Company may produce or plan to produce, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, the Company’s inability to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company’s Annul Information Form filed with certain Canadian Securities Commissio ns and annual report on Form 40-F filed with the United States Securities and Exchange Commission, and other information released by the Company and filed with the appropriate regulatory agencies.  All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.

-30-

EX-2

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

CARDERO RESOURCE CORP. (the “Issuer”)

Suite 1920, 1188 West Georgia Street

Vancouver, B.C.

V6E 4A2

Item 2. Date of Material Change

September 14, 2010

Item 3. News Release

The date of the press release issued pursuant to section 7.1 of National Instrument 51-102 with respect to the material change disclosed in this report is September 14, 2010.  The press release was issued in Vancouver, British Columbia through the facilities of the Toronto Stock Exchange, Marketwire, Canada Stockwatch and Market News Publishing.

Item 4. Summary of Material Change

The Issuer completes a $1,500,000 investment in Kria Resources Ltd.

Item 5. Full Description of Material Change

The Issuer reports that it has completed a $1,500,000 investment in Kria Resources Ltd. (“Kria”) of Toronto, Ontario

Kria is a base metal exploration and development company focused on high-quality, advanced-stage base metal assets.  Kria’s primary asset is the Halfmile Lake and Stratmat properties near Bathurst, New Brunswick.  The Halfmile Lake and Stratmat projects are optioned by Kria from Xstrata Canada Corporation, which is currently the largest shareholder of Kria, holding approximately 24.27%.  Kria has approximately 98,518,239 common shares outstanding and is listed on the TSX Venture Exchange under the symbol “KIA”.

Kria completed a preliminary economic assessment (“PEA”) on its Halfmile Lake project in July 2009 that estimated a pre-tax NPV of CAD 139 million (8% discount) and IRR of over 16% based on metal prices of USD 0.80/lb Zn, USD 1.91/lb Cu, USD 0.56/lb Pb and USD 10.59/oz Ag.  A second PEA completed in August 2010 indicated that the project’s economics improve if the mineral resource from Kria’s nearby Stratmat property is combined with the mineral resource from Halfmile Lake.  The combined Halfmile/Stratmat PEA estimated a pre-tax NPV of CAD 254 million (8% discount) and IRR of over 20% based on metal prices of USD 1.03/lb Zn, USD 3.03/lb Cu, USD 0.92/lb Pb and USD 15.08/oz Ag.  Kria also has the Ruttan copper-zinc sulphide project near Leaf Rapids, Manitoba that has an NI 43-101 compliant inferred mineral resource estimate of 19.75 million tonnes grading 1.17 % copper and 1.47% zinc using a 1.0% capped copper equivalent cut-off grade.

Please refer to Kria’s technical reports filed on SEDAR for details regarding the NI 43-101 compliant resource estimates on the Halfmile, Stratmat and Ruttan properties.  The prices and other assumptions mentioned in this press release are Kria’s internal assumptions and estimates.  Additional information is available at www.kriaresources.com.

Kria recently completed a $1,500,000 financing, consisting of 15,000,000 units at a price of $0.10 per unit.  Each unit consisted of one common share and one transferable common share purchase warrant, with each warrant being exercisable to acquire one additional common share until July 29, 2012 at an exercise price of $0.20.  The Issuer purchased all of the units in the financing.

As a result of this acquisition, the Issuer now holds an aggregate of 15,000,000 common shares of Kria, representing approximately 15.22% of the issued and outstanding common shares of Kria.  Assuming the exercise of the 15,000,000 warrants comprised in the units, the Issuer would then hold 30,000,000, or approximately 26.42%, of the then issued common shares (assuming no other warrant or option exercises).  The Issuer is not acting jointly or in concert with any other persons or companies in connection with such acquisition or the securities of Kria.  The Issuer acquired the securities of Kria for investment purposes only, and not for the purpose of influencing control or direction over Kria.  The Issuer will, however, review its holdings in Kria from time to time, and may increase or decrease its position as future circumstances dictate.

The Issuer has undertaken to the TSX Venture Exchange that it will not exercise any of the warrants, and/or acquire additional securities of Kria from treasury, if, to do so, would result in the Issuer holding, after such exercise, a number of common shares of Kria which equals or exceeds twenty percent of the number of common shares of Kria then issued and outstanding, unless the shareholders of Kria (other than the Issuer and any of its affiliates or associates) shall have previously approved the shareholding of the Issuer in Kria equalling or exceeding twenty percent.

In addition, in the subscription agreement with respect to the private placement, Kria granted to the Issuer the right to maintain its percentage equity interest in Kria, on an ongoing basis, provided that such right will terminate if the Issuer’s interest falls below 10%.  Under a “top-up” provision, the Issuer has the right, twice a year, to carry out a private placement of common shares of Kria to maintain its then current equity ownership percentage in Kria, thereby avoiding dilution as a result of the issuance of common shares by Kria in connection with property payments or warrant or option exercises.  The Issuer was also granted a separate right to participate in any equity financings by Kria up to its then pre-financing percentage equity interest.

A copy of the Early Warning Report filed under Part 3 of National Instrument 62-103 with respect to the foregoing acquisition is available upon request to Lawrence W. Talbot, the Vice-President & General Counsel of the Issuer, at 604-408-7488.

Cautionary Note Regarding Forward-Looking Statements

This material change report contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation.  All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, business and financing plans and business trends, are forward-looking statements.  Although the Issuer believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and s imilar expressions, or are those, which, by their nature, refer to future events.  The Issuer cautions investors that any forward-looking statements by the Issuer are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market for, and pricing of, any mineral products the Issuer may produce or plan to produce, the Issuer’s inability to obtain any necessary permits, consents or authorizations required for its activities, the Issuer’s inability to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Issuer’s Annul Information Form filed with certain Canadia n Securities Commissions and annual report on Form 40-F filed with the United States Securities and Exchange Commission, and other information released by the Issuer and filed with the appropriate regulatory agencies.  All of the Issuer’s Canadian public disclosure filings may be accessed via www.sedar.com and its United States public disclosure filings may be accessed via www.sec.gov, and readers are urged to review these materials, including the technical reports filed with respect to the Issuer’s mineral properties.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential.

Item 8. Senior Officer

The following senior officer of the Issuer is knowledgeable about the material change disclosed in this report.

Henk Van Alphen, President & CEO

Business Telephone No.:  (604) 408-7488

Item 9. Date of Report

September 16, 2010