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<SEC-DOCUMENT>0001157523-09-005732.txt : 20090806
<SEC-HEADER>0001157523-09-005732.hdr.sgml : 20090806
<ACCEPTANCE-DATETIME>20090806132107
ACCESSION NUMBER:		0001157523-09-005732
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20090806
DATE AS OF CHANGE:		20090806
EFFECTIVENESS DATE:		20090806

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WORLD FUEL SERVICES CORP
		CENTRAL INDEX KEY:			0000789460
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172]
		IRS NUMBER:				592459427
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-161099
		FILM NUMBER:		09990881

	BUSINESS ADDRESS:	
		STREET 1:		9800 N.W. 41ST STREET
		STREET 2:		SUITE 400
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33178
		BUSINESS PHONE:		305-428-8001

	MAIL ADDRESS:	
		STREET 1:		9800 N.W. 41ST STREET
		STREET 2:		SUITE 400
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33178

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL RECOVERY CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a6020075.txt
<DESCRIPTION>WORLD FUEL SERVICES CORPORATION 2006 OMNIBUS PLAN S-8
<TEXT>
     As filed with the Securities and Exchange Commission on August 6, 2009
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------
                         WORLD FUEL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

                    Florida                           59-2459427
        (State or other jurisdiction of            (I.R.S. Employer
        incorporation or organization)           Identification No.)

        9800 NW 41st Street, Suite 400
                Miami, Florida                          33178
   (Address of Principal Executive Offices)           (Zip Code)

                World Fuel Services Corporation 2006 Omnibus Plan
                            (Full title of the plan)

                             ----------------------
                                R. Alexander Lake
                     General Counsel and Corporate Secretary
                         World Fuel Services Corporation
                         9800 NW 41st Street, Suite 400
                              Miami, Florida 33178
                     (Name and address of agent for service)

                                 (305) 428-8000
          (Telephone number, including area code, of agent for service)

                              --------------------

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller reporting company [ ]
<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
====================================================================================================
<S>                   <C>                   <C>                <C>                 <C>
                                            Proposed         Proposed maximum
Title of securities      Amount to       maximum offering   aggregate offering     Amount of
 to be registered    be registered (1)  price per share (2)      price (2)      registration fee
- ----------------------------------------------------------------------------------------------------
   Common Stock
  $.01 par value      950,000 shares        $  43.53           $41,353,500         $ 2,308
====================================================================================================

(1)     This Registration Statement represents 950,000 shares of the Registrant's Common Stock, par
        value $.01 per share, to be issued under the World Fuel Services Corporation 2006 Omnibus
        Plan, as amended and restated (the "Plan"). In addition, pursuant to Rule 416 under the
        Securities Act of 1933, this Registration Statement covers an indeterminate amount of
        additional shares of the Registrant's Common Stock that may be issued under the Plan as a
        result of any stock split, stock dividend, recapitalization or other similar transaction.
(2)     Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c)
        and 457(h) under the Securities Act of 1933 and based upon the average of the high and low
        sales price of a share of the Registrant's Common Stock on the New York Stock Exchange
        on July 30, 2009.

====================================================================================================
</TABLE>
<PAGE>

                                EXPLANATORY NOTE
                                ----------------

      This Registration Statement on Form S-8 is filed pursuant to General
Instruction E to Form S-8 for the purpose of registering an additional 950,000
shares of common stock, par value $.01 per share (the "Common Stock"), of World
Fuel Services Corporation (the "Company" or the "Registrant") that may be issued
pursuant to the World Fuel Services Corporation 2006 Omnibus Plan, as amended
and restated (the "Plan"). On May 29, 2009, the Company's shareholders approved
the addition of these shares to the Plan at the Company's annual meeting of
shareholders.

      The contents of the Company's Registration Statement on Form S-8
(Registration No. 333-144379) filed with the Securities and Exchange Commission
(the "Commission") on July 6, 2007 relating to the Plan are hereby incorporated
by reference herein to the extent not otherwise amended or superseded by the
contents hereof.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents, which were filed by the Company with the
Commission, and any future filings made by the Company under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents (such
documents, and the documents enumerated below, being hereinafter referred to as
"Incorporated Documents"):

     1. Annual  report on Form 10-K for the fiscal year ended  December 31, 2008
filed with the Commission on February 26, 2009;

     2. Quarterly report on Form 10-Q for the quarter ended March 31, 2009 filed
with the Commission on May 7, 2009;

     3. Current reports on Form 8-K filed with the Commission on June 10 and 16,
2009; and

     4.  The  description  of  the  Company's  Common  Stock  contained  in  its
Registration Statement on Form 8-A filed with the Commission on July 27, 1990.

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

     4.1  World Fuel Services Corporation 2006 Omnibus Plan, as amended and
          restated (incorporated by reference herein to Appendix A to the
          Registrant's Definitive Proxy Statement on Schedule 14A filed on April
          27, 2009).
<PAGE>


     5.1  Opinion of Ada D. Sarmento, Senior Counsel and Assistant Corporate
          Secretary of World Fuel Services Corporation.

     23.1 Consent of Ada D. Sarmento, Senior Counsel and Assistant Corporate
          Secretary of World Fuel Services Corporation (included in Exhibit
          5.1).

     23.2 Consent of PricewaterhouseCoopers LLP.

     24.1 Powers of Attorney (included on the signature page of this
          Registration Statement).

<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 Miami, State of Florida, on August 6, 2009.

                                         WORLD FUEL SERVICES CORPORATION


                                             By:     /S/ R. ALEXANDER LAKE
                                                --------------------------------
                                                          R. Alexander Lake
                                                          General Counsel and
                                                          Corporate Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul H. Stebbins and Michael J. Kasbar, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement under
the Securities Act of 1933, as amended, and any and all amendments (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, increasing the amount of securities for
which registration is being sought) to this registration statement, and to file
the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other documents necessary or
advisable to comply with the applicable state securities laws, and to file the
same, together with other documents in connection therewith, with the
appropriate state securities authorities, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he 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 and on the dates indicated.
<TABLE>
<CAPTION>

                  SIGNATURE                                       TITLE                                 DATE
                  ---------                                       -----                                 ----
                  <S>                                             <C>                                   <C>
           /S/ PAUL H. STEBBINS                   Chairman of the Board of Directors and
- ---------------------------------------------       Chief Executive Officer (Principal             August 6, 2009
             Paul H. Stebbins                               Executive Officer)


           /S/ MICHAEL J. KASBAR                  President and Chief Operating Officer            August 6, 2009
- ---------------------------------------------
             Michael J. Kasbar


             /S/ IRA M. BIRNS                      Executive Vice President and Chief              August 6, 2009
- ---------------------------------------------              Financial Officer
               Ira M. Birns                           (Principal Financial Officer)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                  <S>                                             <C>                                   <C>
             /S/ PAUL M. NOBEL                       Senior Vice President and Chief               August 6, 2009
- ---------------------------------------------               Accounting Officer
               Paul M. Nobel                          (Principal Accounting Officer)


              /S/ KEN BAKSHI                                     Director                          August 6, 2009
- ---------------------------------------------
                Ken Bakshi


             /S/ JOACHIM HEEL                                    Director                          August 6, 2009
- ---------------------------------------------
               Joachim Heel


           /S/ RICHARD A. KASSAR                                 Director                          August 6, 2009
- ---------------------------------------------
             Richard A. Kassar


              /S/ MYLES KLEIN                                    Director                          August 6, 2009
- ---------------------------------------------
                Myles Klein


           /S/ J. THOMAS PRESBY                                  Director                          August 6, 2009
- ---------------------------------------------
             J. Thomas Presby


        /S/ STEPHEN K. RODDENBERRY                               Director                          August 6, 2009
- ---------------------------------------------
          Stephen K. Roddenberry
</TABLE>
<PAGE>

                                INDEX TO EXHIBITS




     4.1  World Fuel Services Corporation 2006 Omnibus Plan, as amended and
          restated (incorporated by reference herein to Appendix A to the
          Registrant's Proxy Statement on Schedule 14A filed on April 27, 2009).

     5.1  Opinion of Ada D. Sarmento, Senior Counsel and Assistant Corporate
          Secretary of World Fuel Services Corporation.

     23.1 Consent of Ada D. Sarmento, Senior Counsel and Assistant Corporate
          Secretary of World Fuel Services Corporation (included in Exhibit
          5.1).

     23.2 Consent of PricewaterhouseCoopers LLP.

     24.1 Powers of Attorney (included on the signature page of this
          Registration Statement).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a6020075ex5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                                                                     Exhibit 5.1


                                                 WORLD FUEL SERVICES CORPORATION
                                 9800 NW 41st Street, Suite 400, Miami, FL 33178
                                              tel 305.428.8000  fax 305.392.5600
                                                                 www.wfscorp.com


August 6, 2009


World Fuel Services Corporation
9800 NW 41st Street, Suite 400
Miami, Florida 33178

Ladies and Gentlemen:

     I am  Senior  Counsel  and  Assistant  Corporate  Secretary  of World  Fuel
Services Corporation,  a Florida corporation (the "Company"),  and have acted in
such capacity in connection  with the  registration  under the Securities Act of
1933, as amended (the "Act"),  of 950,000 shares (the "Shares") of the Company's
common stock,  $.01 par value, to be offered pursuant to the World Fuel Services
Corporation 2006 Omnibus Plan, as amended and restated (the "Plan").

     In connection therewith, I have examined originals or copies,  certified or
otherwise  identified  to my  satisfaction,  of (i)  the  Restated  Articles  of
Incorporation of the Company and the By-Laws of the Company, each as amended and
restated,  (ii) the Plan,  (iii) all  pertinent  records of the  meetings of the
Board  of  Directors  and  shareholders  of the  Company  and  (iv)  such  other
documents,  instruments  and  corporate  records as I have deemed  necessary  or
appropriate  for the expression of the opinions  contained  herein.  I have also
examined the  Company's  Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed with the Securities and Exchange Commission with respect
to the Shares.

     I  have  assumed  the   authenticity   and  completeness  of  all  records,
certificates and other instruments submitted to me as originals,  the conformity
to  original  documents  of all  records,  certificates  and  other  instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records,  certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

     Based on the foregoing,  and having regard for such legal considerations as
I have  deemed  relevant,  I am of the  opinion  that the Shares  have been duly
authorized  for issuance and,  when issued in  accordance  with the terms of the
Plan, will be validly issued, fully paid and non-assessable.

     The opinions  expressed  herein relate solely to, are based solely upon and
are  limited  exclusively  to,  the  substantive  laws of the state of  Florida,
including  judicial  interpretations  of such laws and the  federal  laws of the
United States of America, to the extent applicable.
<PAGE>

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement. In giving such consent, I do not admit that I am in the
category of persons whose consent is required  under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder.


                                          Very truly yours,

                                          /s/ Ada D. Sarmento

                                              Ada D. Sarmento
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>a6020075ex23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
                                                                    Exhibit 23.2

       CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
       ------------------------------------------------------------------

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  26, 2009  relating to the
financial  statements,  and the effectiveness of internal control over financial
reporting,  which appears in World Fuel Services  Corporation's Annual Report on
Form 10-K for the year ended December 31, 2008.


/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Miami, Florida
August 6, 2009
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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