As filed with the Securities and Exchange Commission on February 24, 2004.


                       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, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                 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                         Edwin S. Maynard                          Paul L. Goldman
       Ivanhoe Mines Ltd.                         Andrew J. Foley                           Goodmans LLP
  Suite 654, 999 Canada Place      Paul, Weiss, Rifkind, Wharton & Garrison LLP    355 Burrard Street, Suite 1900
  Vancouver, British Columbia               1285 Avenue of the Americas              Vancouver, British Columbia
         Canada V6C 2G8                    New York, New York 10019-6064                   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
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                           <C>               <C>                    <C>
 Common Shares, no par value      20,000,000 shares             $6.45             $129,000,000           $16,345
----------------------------------------------------------------------------------------------------------------------
</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 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 Nasdaq National Market on February 17, 2004, a date within
     five business days of the filing of this Registration Statement.

<PAGE>

                                     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 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 also shall indicate 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 shall include the
address (giving title or department) and telephone number to which the request
is to be directed.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Registrant with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

                  1.  The Registrant's Registration Statement on Form 40-F filed
                      on November 17, 2003 and amended on November 25, 2003,
                      including the Registrant's audited financial statements as
                      at and for the years ended December 31, 2002 and 2001; and

                  2.  The description of the Common Shares as set forth in the
                      Registrant's Registration Statement on Form 40-F filed on
                      November 17, 2003 and amended on November 25, 2003, and
                      any further amendment or report filed for the purposes of
                      updating such description.

                  In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.



ITEM 4.           DESCRIPTION OF SECURITIES

                  The class of securities to be offered is registered under
Section 12 of the Exchange Act of 1934.



ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the Common Shares to be offered hereunder has
been passed upon for the Registrant by Lackowicz & Shier. As of the date
hereof, any interest of counsel in the securities registered hereby is not
substantial.

<PAGE>

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Registrant's By-Laws provide that no officer or director
of the Registrant will be liable for (a) the acts, receipts, neglects or
defaults of any other person, or for joining in any receipt or act for
conformity, (b) any loss, damage or expense happening to the Registrant through
the insufficiency or deficiency of title to any property acquired by, for, or on
behalf of the Registrant, (c) the insufficiency or deficiency of any security in
or upon which any moneys of the Registrant are invested, (d) any loss or damage
arising from the bankruptcy, insolvency or wrongful act of any person with whom
any money, security or other property of the Registrant is lodged or deposited,
or (e) any other loss, damage or misfortune whatever which may arise out of the
execution of the duties of a director or in relation thereto.

                  The Yukon Business Corporations Act provides that the
Registrant may indemnify a person against costs, charges and expenses reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Registrant, other than in respect of an action
brought by the Registrant itself, provided that the director or officer acted
honestly and in good faith with a view to the best interests of the Registrant
and in the case of a criminal or administrative action or proceeding that is
enforced by monetary penalty, he had reasonable grounds for believing that his
conduct was lawful. The Registrant may indemnify its directors and officers on
the above-described basis in respect of actions brought by or on behalf of the
Registrant with prior court approval.

                  In addition, the Registrant maintains directors' and officers'
liability insurance coverage.



ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.



ITEM 8.           EXHIBITS

EXHIBIT                    DESCRIPTION
-------                    -----------

4.1                        Articles of Continuance and By-laws of Ivanhoe Mines
                           Ltd. (incorporated by reference to Exhibit 3.1 to
                           Registrant's Form 40-F dated November 17, 2003)

4.2                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 10, 1996 (incorporated by reference to Exhibit
                           3.2 to Registrant's Form 40-F dated November 17,
                           2003)

4.3                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 27, 1997 (incorporated by reference to Exhibit
                           3.3 to Registrant's Form 40-F dated November 17,
                           2003)

<PAGE>

4.4                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 16, 1999 (incorporated by reference to Exhibit
                           3.4 to Registrant's Form 40-F dated November 17,
                           2003)

4.5                        Employees' and Directors' Equity Incentive Plan

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

23.1                       Consent of Lackowicz & Shier, 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)


ITEM 9.           UNDERTAKINGS

                  (a)      The undersigned Registrant hereby undertakes:

                           (1)      To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

                           (2)      That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

                           (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering;

                           (4)      To file a post-effective amendment to the
registration statement to include any financial statements required by Item 8.A.
of Form 20-F at the start of any delayed offering or throughout a continuous
offering;

                  (b)      The undersigned Registrant hereby undertakes that,
for purposes of determining liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>

                  (c)      Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
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
February 24, 2004.


                                    IVANHOE MINES LTD.



                                    By: /s/ Beverly Bartlett
                                        ---------------------------------------
                                        Beverly Bartlett
                                        Corporate Secretary


                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Pierre Masse and Beverly
Bartlett as such person's 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 of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated effective February 24, 2004:

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

/s/ Robert M. Friedland         Chairman and Director (Principal Executive
-----------------------------   Officer)
    Robert M. Friedland


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

<PAGE>

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

/s/ Gordon L. Toll              Deputy Chairman and Director
-----------------------------
    Gordon L. Toll


/s/ David Hubberman             Lead Director and Director
-----------------------------
    David Hubberman


                                Director and President
-----------------------------
    John Macken


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


                                Director
-----------------------------
    Robert Hanson


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


                                Director
-----------------------------
    John Weatherall


/s/ Pierre Masse                Chief Financial Officer (Principal Financial
-----------------------------   and Accounting Officer)
    Pierre Masse

<PAGE>

                  Pursuant to the requirements to Section 6(a) of the Securities
Act, the undersigned has signed this Registration Statement solely in the
capacity of the duly authorized representative of the Registrant in the United
States on February 24, 2004.


                                    GLOBAL MINING MANAGEMENT (U.S.A.) INC.



                                    By: /s/ Beverly Barlett
                                        ---------------------------------------
                                        Beverly Bartlett
                                        Director and Secretary

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

EXHIBIT                    DESCRIPTION
-------                    -----------

4.1                        Articles of Continuance and By-laws of Ivanhoe Mines
                           Ltd. (incorporated by reference to Exhibit 3.1 to
                           Registrant's Form 40-F dated November 17, 2003)

4.2                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 10, 1996 (incorporated by reference to Exhibit
                           3.2 to Registrant's Form 40-F dated November 17,
                           2003)

4.3                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 27, 1997 (incorporated by reference to Exhibit
                           3.3 to Registrant's Form 40-F dated November 17,
                           2003)

4.4                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 16, 1999 (incorporated by reference to Exhibit
                           3.4 to Registrant's Form 40-F dated November 17,
                           2003)

4.5                        Employees' and Directors' Equity Incentive Plan

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

23.1                       Consent of Lackowicz & Shier, 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)
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As filed with the Securities and Exchange Commission on February 24, 2004.

                       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, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                 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                         Edwin S. Maynard                          Paul L. Goldman
       Ivanhoe Mines Ltd.                         Andrew J. Foley                           Goodmans LLP
  Suite 654, 999 Canada Place      Paul, Weiss, Rifkind, Wharton & Garrison LLP    355 Burrard Street, Suite 1900
  Vancouver, British Columbia               1285 Avenue of the Americas              Vancouver, British Columbia
         Canada V6C 2G8                    New York, New York 10019-6064                   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
----------------------------------------------------------------------------------------------------------------------
Common Shares, no par value      20,000,000 shares             $6.45             $129,000,000           $16,345
----------------------------------------------------------------------------------------------------------------------
(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 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 Nasdaq National Market on February 17, 2004, a date within
     five business days of the filing of 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 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 also shall indicate 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 shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Registrant with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

                  1.  The Registrant's Registration Statement on Form 40-F filed
                      on November 17, 2003 and amended on November 25, 2003,
                      including the Registrant's audited financial statements as
                      at and for the years ended December 31, 2002 and 2001; and

                  2.  The description of the Common Shares as set forth in the
                      Registrant's Registration Statement on Form 40-F filed on
                      November 17, 2003 and amended on November 25, 2003, and
                      any further amendment or report filed for the purposes of
                      updating such description.

                  In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.           DESCRIPTION OF SECURITIES

                  The class of securities to be offered is registered under
Section 12 of the Exchange Act of 1934.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The validity of the Common Shares to be offered hereunder has
been passed upon for the Registrant by Lackowicz & Shier. As of the date
hereof, any interest of counsel in the securities registered hereby is not
substantial.
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Registrant's By-Laws provide that no officer or director
of the Registrant will be liable for (a) the acts, receipts, neglects or
defaults of any other person, or for joining in any receipt or act for
conformity, (b) any loss, damage or expense happening to the Registrant through
the insufficiency or deficiency of title to any property acquired by, for, or on
behalf of the Registrant, (c) the insufficiency or deficiency of any security in
or upon which any moneys of the Registrant are invested, (d) any loss or damage
arising from the bankruptcy, insolvency or wrongful act of any person with whom
any money, security or other property of the Registrant is lodged or deposited,
or (e) any other loss, damage or misfortune whatever which may arise out of the
execution of the duties of a director or in relation thereto.

                  The Yukon Business Corporations Act provides that the
Registrant may indemnify a person against costs, charges and expenses reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Registrant, other than in respect of an action
brought by the Registrant itself, provided that the director or officer acted
honestly and in good faith with a view to the best interests of the Registrant
and in the case of a criminal or administrative action or proceeding that is
enforced by monetary penalty, he had reasonable grounds for believing that his
conduct was lawful. The Registrant may indemnify its directors and officers on
the above-described basis in respect of actions brought by or on behalf of the
Registrant with prior court approval.

                  In addition, the Registrant maintains directors' and officers'
liability insurance coverage.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

EXHIBIT                    DESCRIPTION
-------                    -----------

4.1                        Articles of Continuance and By-laws of Ivanhoe Mines
                           Ltd. (incorporated by reference to Exhibit 3.1 to
                           Registrant's Form 40-F dated November 17, 2003)

4.2                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 10, 1996 (incorporated by reference to Exhibit
                           3.2 to Registrant's Form 40-F dated November 17,
                           2003)

4.3                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 27, 1997 (incorporated by reference to Exhibit
                           3.3 to Registrant's Form 40-F dated November 17,
                           2003)
4.4                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 16, 1999 (incorporated by reference to Exhibit
                           3.4 to Registrant's Form 40-F dated November 17,
                           2003)

4.5                        Employees' and Directors' Equity Incentive Plan

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

23.1                       Consent of Lackowicz & Shier, 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)

ITEM 9.           UNDERTAKINGS

                  (a)      The undersigned Registrant hereby undertakes:

                           (1)      To file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

                           (2)      That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

                           (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering;

                           (4)      To file a post-effective amendment to the
registration statement to include any financial statements required by Item 8.A.
of Form 20-F at the start of any delayed offering or throughout a continuous
offering;

                  (b)      The undersigned Registrant hereby undertakes that,
for purposes of determining liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)      Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
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
February 24, 2004.

                                    IVANHOE MINES LTD.

                                    By: /s/ Beverly Bartlett
                                        ---------------------------------------
                                        Beverly Bartlett
                                        Corporate Secretary

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Pierre Masse and Beverly
Bartlett as such person's 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 of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated effective February 24, 2004:

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

/s/ Robert M. Friedland         Chairman and Director (Principal Executive
-----------------------------   Officer)
    Robert M. Friedland

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

/s/ Gordon L. Toll              Deputy Chairman and Director
-----------------------------
    Gordon L. Toll

/s/ David Hubberman             Lead Director and Director
-----------------------------
    David Hubberman

                                Director and President
-----------------------------
    John Macken

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

                                Director
-----------------------------
    Robert Hanson

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

                                Director
-----------------------------
    John Weatherall

/s/ Pierre Masse                Chief Financial Officer (Principal Financial
-----------------------------   and Accounting Officer)
    Pierre Masse
Pursuant to the requirements to Section 6(a) of the Securities
Act, the undersigned has signed this Registration Statement solely in the
capacity of the duly authorized representative of the Registrant in the United
States on February 24, 2004.

                                    GLOBAL MINING MANAGEMENT (U.S.A.) INC.

                                    By: /s/ Beverly Barlett
                                        ---------------------------------------
                                        Beverly Bartlett
                                        Director and Secretary
EXHIBIT INDEX
                                  -------------

EXHIBIT                    DESCRIPTION
-------                    -----------

4.1                        Articles of Continuance and By-laws of Ivanhoe Mines
                           Ltd. (incorporated by reference to Exhibit 3.1 to
                           Registrant's Form 40-F dated November 17, 2003)

4.2                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 10, 1996 (incorporated by reference to Exhibit
                           3.2 to Registrant's Form 40-F dated November 17,
                           2003)

4.3                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 27, 1997 (incorporated by reference to Exhibit
                           3.3 to Registrant's Form 40-F dated November 17,
                           2003)

4.4                        Amendment to Articles of Ivanhoe Mines Ltd. dated
                           June 16, 1999 (incorporated by reference to Exhibit
                           3.4 to Registrant's Form 40-F dated November 17,
                           2003)

4.5                        Employees' and Directors' Equity Incentive Plan

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

23.1                       Consent of Lackowicz & Shier, 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)