UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

with a copy to:
George Karafotias
Shearman & Sterling LLP
Broadgate West, 9 Appold Street
London EC2A 2AP
United Kingdom
+44 (0) 20 7655 5576

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.		46579N

CUSIP No.		46579N

Item 1. Security and Issuer.

     This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Rio Tinto plc (“Rio Tinto”) and Rio Tinto International Holdings Limited (“RTIH”) on November 3, 2006 and amended on September 12, 2007 and October 26, 2007 (as amended and supplemented, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, without par value (the “Shares”), of Ivanhoe Mines Ltd., a corporation continued under the laws of the Yukon Territory, Canada (the “Company”).

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following text to the end of the twenty-third paragraph of Item 3:

“On January 4, 2008, the Company drew an additional $100 million from the Facility.”

Item 5. Interest in Securities of the Issuer.

     Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the last two sentences of the third paragraph of Item 5 with the following text:

“On the Funding Date, RTIH acquired the Series C Warrants which, pursuant to the Funding Proportion¹, are currently exercisable to purchase an additional 25,000,000 Shares. As of January 4, 2008, the Loan Amount is convertible into an additional 25,000,000 Shares.”

     Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the fourth paragraph of Item 5 with the following text:

“Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 225,447,400 Shares which, assuming the subscription by RTIH for an additional 46,304,473 Shares (and any Top Up Placement Shares if necessary), the exercise of all the Series A Warrants and the Series B Warrants, the exercise of certain of the Series C Warrants and the conversion of the Loan Amount into Shares, in addition to the 37,089,883 Shares acquired by RTIH on the First Closing Date, would represent 40.0 per cent of Company’s outstanding Shares on a fully diluted basis.”

     Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the fifth paragraph of Item 5 with the following text:

“The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Rio Tinto and RTIH is based on 374,922,746 Shares outstanding as

of September 30, 2007, as contained in the Company’s quarterly report for the quarterly period ended September 30, 2007, furnished to the SEC on November 19, 2007.”

Item 7. Materials to be Filed as Exhibits.

Exhibit No.		Description
A		Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 7, 2008

		Rio Tinto plc
		/s/ Roger P. Dowding
		Signature
		Roger P. Dowding / Deputy Secretary
		Name/Title
		Rio Tinto International Holdings Limited
		/s/ Roger P. Dowding
		Signature
		Roger P. Dowding / Secretary
		Name/Title

EXHIBIT INDEX

Exhibit No.		Description
A		Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited