0707F



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 40F/A

Amendment No. 1



(Check One)

______

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

__x___

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934



For fiscal year ended:

December 31, 2002

Commission File No.:

1-13922





PETRO-CANADA

(Exact name of registrant as specified in its charter)



|Canada                                                                    | 1311, 1321, 1382, 5541                                                  | Not Applicable                                        
|------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ------------------------------------------------------
|(Province or other
jurisdiction of
incorporation or organization)         | (Primary standard industrial
classification code number,
if applicable) | (I.R.S. employer
identification number,
if applicable)
|                                                                          |                                                                         |                                                       
|                                                                          | 150  6th Avenue S.W.
Calgary, Alberta
Canada T2P 3E3
(403) 296-8000    |                                                       
|(Address and telephone number of registrants principal executive office)





CT Corporation System

111 Eight Avenue - CT

New York, New York 10011

(212) 894-8940

(Name, address and telephone number of agent for service in the United States)



Securities registered pursuant to Section 12(b) of the Act:



Title of each class:

Name of each exchange on which registered:

Common Shares

New York Stock Exchange



Securities registered pursuant to Section 12(g) of the Act:

None



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

9 1⁄4% Debentures Due 2021

7 7/8% Debentures Due 2026

7% Debentures Due 2028

4% Senior Notes Due 2013

5.35% Senior Notes Due 2033



For annual reports, indicate by check mark the information filed with this form:



__x___Annual Information Form

__x___ Audited Financial Statements



Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the periods covered by the annual report:



Common Shares:

263,594,977



Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act).  If Yes is marked, indicate the file number assigned to the registrant in connection with such rule.



Yes

______

No

__x___



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant has been required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.



Yes

__x___

No

______









INTRODUCTORY NOTE



By this Amendment No. 1 on Form 40-F/A, Petro-Canada (the Registrant) is amending its Annual Report on Form 40-F filed March 27, 2003 to file an independent auditors consent as an exhibit.  The consent was inadvertently omitted from the initial Form 40-F filing.





EXHIBITS





Exhibits

Description







1.*

Petro-Canada Consolidated Financial Statements for the year ended December 31, 2002



2.*

Petro-Canada Managements Discussion and Analysis



3.*

Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



4.*

Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



5.

Certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act dated April 27, 2004



6.

Certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act dated April 27, 2004



7.

Consent of Deloitte & Touche LLP



_________

*

Previously filed







UNDERTAKING AND CONSENT TO SERVICE OF PROCESS





A.

Undertaking



The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the Securities and Exchange Commission (SEC), and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.



B.

Consent to Service of Process



The Registrant has previously filed a Form F-X with the SEC on March 10, 1994.







SIGNATURE







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereto duly authorized.





Dated:

April 27, 2004

PETRO-CANADA









/s/ W. A. (Alf) Peneycad

By:  W. A. (Alf) Peneycad

Vice-President, General Counsel, Corporate

Secretary and Chief Compliance Officer







EXHIBITS







Exhibits

Description







1.*

Petro-Canada Consolidated Financial Statements for the year ended December 31, 2002



2.*

Petro-Canada Managements Discussion and Analysis



3.*

Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



4.*

Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



5.

Certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act dated April 27, 2004



6.

Certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act dated April 27, 2004



7.

Consent of Deloitte & Touche LLP



_________

*

Previously filed





Exhibit 5





CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT



I, Ronald A. Brenneman, certify that:



1.

I have reviewed this Amendment No. 1 to the annual report on Form 40-F of Petro-Canada; and



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.





Date: April 27, 2004







/s/ Ronald A. Brenneman

Ronald A. Brenneman

President and Chief Executive Officer





Exhibit 6





CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT



I, E. F. H. Roberts, certify that:



1.

I have reviewed this Amendment No. 1 to the annual report on Form 40-F of Petro-Canada; and



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.





Date:  April 27, 2004





/s/ E. F. H. Roberts

E. F. H. Roberts

Senior Vice-President and

Chief Financial Officer







Exhibit 7





INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in Registration Statement No. 333-100973 of Petro-Canada on Form S-8 and to the use of our report dated January 29, 2003, relating to the consolidated financial statements of Petro-Canada as of and for the year ended December 31, 2002 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the application of procedures relating to certain adjustments of financial statement amounts related to the 2001 and 2000 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such adjustments) appearing in Annual Report on Form 40-F of Petro-Canada for the year ended December 31, 2002.



(signed) "Deloitte & Touche LLP"



Chartered Accountants

Calgary, Alberta, Canada

March 5, 2003