SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

From: November 10, 2004

IVANHOE MINES LTD.

Suite 654 – 999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA V6C 3E1

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

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

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

Enclosed:

Press Release
Press Release
Early Warning Report

SIGNATURES

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.

November 10, 2004

Ivanhoe Mines and Entrée Gold Finalize Earn-In Agreement

ULAANBAATAR, MONGOLIA — Ivanhoe Mines’ Deputy Chairman Edward Flood announced today that the company has closed its previously announced earn-in and equity participation agreement with Entrée Gold to explore and potentially develop approximately 40,000 hectares of Entrée’s 100%-owned, Shivee Tolgoi (Lookout Hill) property, adjacent to Ivanhoe’s Oyu Tolgoi (Turquoise Hill) copper-gold discovery in Mongolia.

The agreement contains a number of conditions for Ivanhoe to earn a participating interest in the project, including a requirement to invest, on an unconditional basis, a minimum of US$3 million during the first year in exploration, consisting of US$500,000 on geophysics and US$2.5 million on drilling. Ivanhoe plans to begin geophysics on the optioned property shortly.

This US$3 million investment will secure for Ivanhoe a long-term option to utilize any and all rights Entrée may have for the surface of the optioned property to construct mine buildings, tailings ponds, waste dumps, power lines and roads — as may be necessary or convenient for the conduct of Ivanhoe’s operations on its adjacent properties — providing that Ivanhoe first completes condemnation drilling to ensure that there is no economic mineralization below the surface of the areas directly affected. Additional details of the earn-in agreement are in Ivanhoe Mines’ news release of October 18, 2004, which can be found on Ivanhoe’s website at www.ivanhoemines.com.

By spending US$35 million on exploration and/or development of the property over eight years and earning a 70% interest, Ivanhoe will be deemed to hold:

As part of the transaction, Ivanhoe has purchased 4.6 million Entrée units at a price of CDN$1.00. Each unit consists of one Entrée common share and one purchase warrant exercisable for two years to purchase an additional Entrée common share at a price of CDN$1.10. Upon completion of the unit purchase, and assuming the full exercise of Ivanhoe’s warrants, Ivanhoe will own approximately 17% of Entrée’s issued and outstanding shares.

Ivanhoe shares are listed on the NASDAQ market under the symbol HUGO and on the Toronto and Australian stock exchanges under the symbol IVN.

Information contacts in North America
Investors: Bill Trenaman +1.604.688.5755 / Media: Bob Williamson +1.604.688.5755

Forward-Looking Statements: This document includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Ivanhoe’s right to earn a participating interest in Entrée Gold’s Shivee Tolgoi Project and other statements that are not historical facts. When used in this document, the words such as “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions are forward-looking statements. Although Ivanhoe Mines believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are disclosed under the heading “Risk Factors” and elsewhere in the corporation’s periodic filings with Canadian, US and Australian securities regulators.

IVANHOE MINES LTD.
World Trade Centre
Suite 654, 999 Canada Place
Vancouver, British Columbia
V6C 3E1

PRESS RELEASE

November 10, 2004

This press release is issued pursuant to Section 111 of the Securities Act (British Columbia) and Section 176 of the Securities Act (Alberta) with respect to securities of Entrée Gold Inc. (the “Issuer”) acquired by Ivanhoe.

Ivanhoe acquired 4,600,000 units of the Issuer for an aggregate acquisition cost of Cdn.$4,600,000 pursuant to a private placement undertaken in connection with an Equity Participation and Earn-in Agreement between Ivanhoe and the Issuer dated October 15, 2004. Each unit consists of one common share and one common share purchase warrant which entitles Ivanhoe to purchase an additional common share of the Issuer at a price of Cdn.$1.10, for a period of two years from November 9, 2004.

Ivanhoe acquired the securities for investment purposes. Depending on economic or market conditions or matters relating to the Issuer, Ivanhoe may choose to either acquire additional securities or dispose of securities of the Issuer.

DATED November 10, 2004.

IVANHOE MINES LTD.

For further information and to obtain a copy of the early warning report to be filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder please contact:

AMENDED & RESTATED

REPORT MADE UNDER SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND SECTION 176 OF THE SECURITIES ACT (ALBERTA)

WITH RESPECT TO COMMON SHARES OF
ENTRÉE GOLD INC.
(the “ISSUER”)

DATED the 10th day of November, 2004.

IVANHOE MINES LTD.