INT World Fuel Services Corporation

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 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)

(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 [ ]

 CALCULATION OF REGISTRATION FEE
====================================================================================================
 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.

====================================================================================================

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).

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).

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.

 SIGNATURE TITLE DATE
 --------- ----- ----
 /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)

 /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

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).

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