As filed with the Securities and Exchange Commission on July 5, 2006.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               IVANHOE MINES LTD.
             (Exact name of registrant as specified in its charter)

             YUKON, CANADA                              NOT APPLICABLE
    (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)
                       ___________________________________

      SUITE 654, 999 CANADA PLACE
   VANCOUVER, BRITISH COLUMBIA, CANADA                             V6C 3E1
 (Address of principal executive offices)                         (Zip Code)


                 Employees' and Directors' Equity Incentive Plan
                            (Full title of the plan)

                              CT Corporation System
                                111 Eighth Avenue
                            New York, New York 10011
                     (Name and address of agent for service)


                                 (212) 894-8700
          (Telephone number, including area code, of agent for service)
                              ____________________

<TABLE>
<CAPTION>
                                    COPIES TO:
<S>                            <C>                             <C>
      Beverly Bartlett                Paul L. Goldman                        Edwin S. Maynard
     Ivanhoe Mines Ltd.                   Goodmans             Paul, Weiss, Rifkind, Wharton & Garrison LLP
Suite 654, 999 Canada Place    Suite 1900, 355 Burrard Street           1285 Avenue of the Americas
Vancouver, British Columbia     Vancouver, British Columbia            New York, New York 10019-6064
       Canada V6C 2G8                   Canada V6C 2G8
</TABLE>

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                   PROPOSED MAXIMUM   PROPOSED MAXIMUM
           TITLE OF               AMOUNT TO BE      OFFERING PRICE   AGGREGATE OFFERING      AMOUNT OF
 SECURITIES TO BE REGISTERED    REGISTERED(1)(2)      PER SHARE(3)          PRICE        REGISTRATION FEE(4)
------------------------------------------------------------------------------------------------------------
 <S>                            <C>                      <C>             <C>                 <C>
 Common Shares, no par value    3,000,000 shares         $6.45           $19,350,000         $2,277.50
------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  This  Registration  Statement shall, in accordance with Rule 416 under the
     Securities  Act of 1933,  as amended,  be deemed to cover such  additional
     shares as may be issued to prevent  dilution  resulting from stock splits,
     stock dividends or similar transactions.
(2)  Represents  the maximum  number of  additional  shares which may be issued
     under the Employees' and Directors' Equity Incentive Plan.
(3)  Estimated  solely for the purpose of calculating the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  as amended,
     based on the  average of the high and low  prices of the Common  Shares as
     reported on the New York Stock  Exchange on June 26,  2006,  a date within
     five business days of the filing of this Registration Statement.

<PAGE>

(4)  Registration  fees were previously paid for the registration of 29,000,000
     shares  (Registration No.  331-113048) under the Employees' and Directors'
     Equity  Incentive  Plan.  The  fee  being  paid  herewith  pertains  to an
     aggregate of 3,000,000  common shares  issuable  under the  Employees' and
     Directors Equity Incentive Plan.


            STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
                             ADDITIONAL SECURITIES

The Registrant has prepared this Registration  Statement in accordance with the
requirements of Form S-8 under the Securities Act, to register 3,000,000 Common
Shares,  no par value of the Registrant  issuable pursuant to the Ivanhoe Mines
Ltd.  Employees' and  Directors'  Incentive  Plan.  The  Registrant  previously
registered 29,000,000 shares (Registration No. 333-113048) under the Employees'
and Directors'  Incentive Plan.  Pursuant to General Instruction E to Form S-8,
the contents of the prior registration statement relating to the Employees' and
Directors'  Incentive  Plan are hereby  incorporated  by  reference,  except as
otherwise updated or modified by this Registration Statement.

PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION

                  The  information  required by Item 1 is included in documents
sent or  given  to  participants  in the  Ivanhoe  Mines  Ltd.  Employees'  and
Directors'  Equity  Incentive Plan pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The  written  statement  required  by Item 2 is  included  in
documents  sent  or  given  to   participants  in  the  plan  covered  by  this
Registration  Statement  pursuant to Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the  "Securities  Act").  The Registrant  will provide to the
participants of the plan a written statement  advising them of the availability
without charge, upon written or oral request, of the documents  incorporated by
reference  herein,  as required by Item 2 of Part I of Form S-8. The  statement
indicates the  availability  without charge,  upon written or oral request,  of
other documents  required to be delivered to employees pursuant to Rule 428(b).
The statement  includes the address  (giving title or department) and telephone
number to which the request is to be directed.



<PAGE>


ITEM 8.           EXHIBITS

EXHIBIT           DESCRIPTION
-------           -----------
5.1               Opinion  of  Lackowicz, Shier  &  Hoffman, counsel  to  the
                  Registrant, regarding the legality of the securities  being
                  registered hereby

23.1              Consent of  Lackowicz,  Shier  &  Hoffman, counsel  to  the
                  Registrant (included in Exhibit 5.1)

23.2              Consent of Deloitte & Touche LLP

24.1              Powers of Attorney (included on the signature pages to this
                  registration statement)


                                   SIGNATURES

                  Pursuant  to the  requirements  of the  Securities  Act,  the
Registrant  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized,  in the City of Vancouver,  Province of British  Columbia,  on
July 5, 2006.


                                    IVANHOE MINES LTD.



                                    By:  /s   Beverly A. Bartlett
                                         ------------------------------------
                                         Beverly A. Bartlett
                                         Vice President & Corporate Secretary


                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose
signature  appears below  constitutes and appoints  Beverly A. Bartlett as true
and lawful  attorneys-in-fact  and agents,  with full power of substitution and
revocation,  for such person and in such person's name, place and stead, in any
and all capacities  (until revoked in writing),  to sign any and all amendments
(including  post-effective  amendments) to this  Registration  Statement and to
file the same with all exhibits thereto,  and the other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto said
attorneys-in-fact  and agents, and each of them, full power and authority to do
and perform each and every act and things  requisite  and necessary to be done,
as  fully to all  intents  and  purposes  as such  person  might or could do in
person,  hereby  ratifying and confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

<PAGE>

                  Pursuant to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities indicated effective July 5, 2006.

         SIGNATURE                         TITLE
         ---------                         -----


/s  Robert M. Friedland                    Chairman and Director
---------------------------------
    Robert M. Friedland


/s  R. Edward Flood                        Deputy Chairman and Director
---------------------------------
    R. Edward Flood


/s  David Huberman                         Lead Director and Director
---------------------------------
    David Huberman


/s  Peter Meredith                         Deputy Chairman and Director
---------------------------------
    Peter Meredith


/s  John Macken                            Director, President and Chief
---------------------------------          Executive Officer
    John Macken


/s  Markus Faber                           Director
---------------------------------
    Markus Faber


/s  Robert W. Hanson                       Director
---------------------------------
    Robert Hanson


/s  Kjeld Thyugesen                        Director
---------------------------------
    Kjeld Thygesen

<PAGE>

         SIGNATURE                         TITLE
         ---------                         -----


/s  John Weatherall                        Director
---------------------------------
    John Weatherall


/s  Howard Balloch                         Director
---------------------------------
    Howard Balloch


/s  David Korbin                           Director
---------------------------------
    David Korbin


/s  Tony Giardini                          Chief Financial Officer
---------------------------------
    Tony Giardini


                  Pursuant  to  the   requirements   of  Section  6(a)  of  the
Securities Act, the undersigned has signed the Registration Statement solely in
the capacity of the duly  authorized  representative  of the  Registrant in the
United States on July 5, 2006.



                                    IVANHOE MINES LTD.



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



<PAGE>

                                 EXHIBIT INDEX

EXHIBIT          DESCRIPTION
-------          -----------
5.1              Opinion  of  Lackowicz,   Shier  &  Hoffman,  counsel  to  the
                 Registrant,  regarding  the legality of the  securities  being
                 registered hereby

23.1             Consent  of  Lackowicz,   Shier  &  Hoffman,  counsel  to  the
                 Registrant (included in Exhibit 5.1)

23.2             Consent of Deloitte & Touche LLP

24.1             Powers of Attorney  (included on the  signature  pages to this
                 registration statement)
[{"type": "S-8", "sequence": "1", "filename": "forms-8062706.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 11841}]
{"company-data": {"conformed-name": "IVANHOE MINES LTD", "cik": "0001158041", "assigned-sic": "1000", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-135595", "film-number": "06942850"}, "business-address": {"street1": "SUITE 654", "street2": "999 CANADA PLACE", "city": "VANCOUVER", "state": "A1", "zip": "V6C 3E1", "phone": "604 688 5755"}, "mail-address": {"street1": "654-999 CANADA PLACE", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6C 3E1"}}
As filed with the Securities and Exchange Commission on July 5, 2006.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               IVANHOE MINES LTD.
             (Exact name of registrant as specified in its charter)

             YUKON, CANADA                              NOT APPLICABLE
    (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)
                       ___________________________________

      SUITE 654, 999 CANADA PLACE
   VANCOUVER, BRITISH COLUMBIA, CANADA                             V6C 3E1
 (Address of principal executive offices)                         (Zip Code)

                 Employees' and Directors' Equity Incentive Plan
                            (Full title of the plan)

                              CT Corporation System
                                111 Eighth Avenue
                            New York, New York 10011
                     (Name and address of agent for service)

                                 (212) 894-8700
          (Telephone number, including area code, of agent for service)
                              ____________________
COPIES TO:
Beverly Bartlett                Paul L. Goldman                        Edwin S. Maynard
     Ivanhoe Mines Ltd.                   Goodmans             Paul, Weiss, Rifkind, Wharton & Garrison LLP
Suite 654, 999 Canada Place    Suite 1900, 355 Burrard Street           1285 Avenue of the Americas
Vancouver, British Columbia     Vancouver, British Columbia            New York, New York 10019-6064
       Canada V6C 2G8                   Canada V6C 2G8
CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                   PROPOSED MAXIMUM   PROPOSED MAXIMUM
           TITLE OF               AMOUNT TO BE      OFFERING PRICE   AGGREGATE OFFERING      AMOUNT OF
 SECURITIES TO BE REGISTERED    REGISTERED(1)(2)      PER SHARE(3)          PRICE        REGISTRATION FEE(4)
------------------------------------------------------------------------------------------------------------
Common Shares, no par value    3,000,000 shares         $6.45           $19,350,000         $2,277.50
------------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement shall, in accordance with Rule 416 under the
     Securities  Act of 1933,  as amended,  be deemed to cover such  additional
     shares as may be issued to prevent  dilution  resulting from stock splits,
     stock dividends or similar transactions.
(2)  Represents  the maximum  number of  additional  shares which may be issued
     under the Employees' and Directors' Equity Incentive Plan.
(3)  Estimated  solely for the purpose of calculating the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  as amended,
     based on the  average of the high and low  prices of the Common  Shares as
     reported on the New York Stock  Exchange on June 26,  2006,  a date within
     five business days of the filing of this Registration Statement.
(4)  Registration  fees were previously paid for the registration of 29,000,000
     shares  (Registration No.  331-113048) under the Employees' and Directors'
     Equity  Incentive  Plan.  The  fee  being  paid  herewith  pertains  to an
     aggregate of 3,000,000  common shares  issuable  under the  Employees' and
     Directors Equity Incentive Plan.

            STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
                             ADDITIONAL SECURITIES

The Registrant has prepared this Registration  Statement in accordance with the
requirements of Form S-8 under the Securities Act, to register 3,000,000 Common
Shares,  no par value of the Registrant  issuable pursuant to the Ivanhoe Mines
Ltd.  Employees' and  Directors'  Incentive  Plan.  The  Registrant  previously
registered 29,000,000 shares (Registration No. 333-113048) under the Employees'
and Directors'  Incentive Plan.  Pursuant to General Instruction E to Form S-8,
the contents of the prior registration statement relating to the Employees' and
Directors'  Incentive  Plan are hereby  incorporated  by  reference,  except as
otherwise updated or modified by this Registration Statement.

PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION

                  The  information  required by Item 1 is included in documents
sent or  given  to  participants  in the  Ivanhoe  Mines  Ltd.  Employees'  and
Directors'  Equity  Incentive Plan pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  The  written  statement  required  by Item 2 is  included  in
documents  sent  or  given  to   participants  in  the  plan  covered  by  this
Registration  Statement  pursuant to Rule  428(b)(1) of the  Securities  Act of
1933, as amended (the  "Securities  Act").  The Registrant  will provide to the
participants of the plan a written statement  advising them of the availability
without charge, upon written or oral request, of the documents  incorporated by
reference  herein,  as required by Item 2 of Part I of Form S-8. The  statement
indicates the  availability  without charge,  upon written or oral request,  of
other documents  required to be delivered to employees pursuant to Rule 428(b).
The statement  includes the address  (giving title or department) and telephone
number to which the request is to be directed.
ITEM 8.           EXHIBITS

EXHIBIT           DESCRIPTION
-------           -----------
5.1               Opinion  of  Lackowicz, Shier  &  Hoffman, counsel  to  the
                  Registrant, regarding the legality of the securities  being
                  registered hereby

23.1              Consent of  Lackowicz,  Shier  &  Hoffman, counsel  to  the
                  Registrant (included in Exhibit 5.1)

23.2              Consent of Deloitte & Touche LLP

24.1              Powers of Attorney (included on the signature pages to this
                  registration statement)

                                   SIGNATURES

                  Pursuant  to the  requirements  of the  Securities  Act,  the
Registrant  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized,  in the City of Vancouver,  Province of British  Columbia,  on
July 5, 2006.

                                    IVANHOE MINES LTD.

                                    By:  /s   Beverly A. Bartlett
                                         ------------------------------------
                                         Beverly A. Bartlett
                                         Vice President & Corporate Secretary

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose
signature  appears below  constitutes and appoints  Beverly A. Bartlett as true
and lawful  attorneys-in-fact  and agents,  with full power of substitution and
revocation,  for such person and in such person's name, place and stead, in any
and all capacities  (until revoked in writing),  to sign any and all amendments
(including  post-effective  amendments) to this  Registration  Statement and to
file the same with all exhibits thereto,  and the other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto said
attorneys-in-fact  and agents, and each of them, full power and authority to do
and perform each and every act and things  requisite  and necessary to be done,
as  fully to all  intents  and  purposes  as such  person  might or could do in
person,  hereby  ratifying and confirming all that said  attorneys-in-fact  and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the  requirements  of the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities indicated effective July 5, 2006.

         SIGNATURE                         TITLE
         ---------                         -----

/s  Robert M. Friedland                    Chairman and Director
---------------------------------
    Robert M. Friedland

/s  R. Edward Flood                        Deputy Chairman and Director
---------------------------------
    R. Edward Flood

/s  David Huberman                         Lead Director and Director
---------------------------------
    David Huberman

/s  Peter Meredith                         Deputy Chairman and Director
---------------------------------
    Peter Meredith

/s  John Macken                            Director, President and Chief
---------------------------------          Executive Officer
    John Macken

/s  Markus Faber                           Director
---------------------------------
    Markus Faber

/s  Robert W. Hanson                       Director
---------------------------------
    Robert Hanson

/s  Kjeld Thyugesen                        Director
---------------------------------
    Kjeld Thygesen
SIGNATURE                         TITLE
         ---------                         -----

/s  John Weatherall                        Director
---------------------------------
    John Weatherall

/s  Howard Balloch                         Director
---------------------------------
    Howard Balloch

/s  David Korbin                           Director
---------------------------------
    David Korbin

/s  Tony Giardini                          Chief Financial Officer
---------------------------------
    Tony Giardini

                  Pursuant  to  the   requirements   of  Section  6(a)  of  the
Securities Act, the undersigned has signed the Registration Statement solely in
the capacity of the duly  authorized  representative  of the  Registrant in the
United States on July 5, 2006.

                                    IVANHOE MINES LTD.

                                    By:  /s   Beverly A. Bartlett
                                         --------------------------------------
                                         Beverly A. Bartlett
                                         Vice President and Corporate Secretary
EXHIBIT INDEX

EXHIBIT          DESCRIPTION
-------          -----------
5.1              Opinion  of  Lackowicz,   Shier  &  Hoffman,  counsel  to  the
                 Registrant,  regarding  the legality of the  securities  being
                 registered hereby

23.1             Consent  of  Lackowicz,   Shier  &  Hoffman,  counsel  to  the
                 Registrant (included in Exhibit 5.1)

23.2             Consent of Deloitte & Touche LLP

24.1             Powers of Attorney  (included on the  signature  pages to this
                 registration statement)