EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders
InterOil Corporation

We consent to the use of our audit report dated March 4, 2005 in the
registration statement on Form S-8 on the consolidated balance sheets of
InterOil Corporation as at December 31, 2004 and 2003 and the consolidated
statements of operations, cash flows and the statements of shareholders equity
for each of the years in the three year period ended December 31, 2004, which
are incorporated by reference to Exhibit 4 of the Form 40-F dated March 31,
2005.

/s/  KPMG

Sydney, Australia
May 3, 2005