SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


FORM
40-F





[    ]
              REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934





[
      X ]
              ANNUAL
      REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934





For
      the fiscal year ended December 31, 2008
            Commission
      File Number:  1-31395





Canadian
Superior Energy Inc.


(Exact
name of Registrant as specified in its charter)





Alberta
              (Province
      or other Jurisdiction of Incorporation or
Organization)
            1311
              (Primary
      Standard Industrial
              Classification
      Code Number)
            Not
      Applicable
              (I.R.S.
      Employer Identification No.)





Suite
3200, 500-4th Avenue
SW


Calgary,
Alberta, Canada


T2P
2V6


(403)
294-1411


(Address
and telephone number of Registrant’s principal executive offices)





PTSGE
Corp


Attn:
Gary Kocher


925
Fourth Avenue, Suite 2900


Seattle,
Washington 98104


(206)
623-7580


(Name,
address (including zip code) and telephone number


(including
area code) of agent for service in the United States)











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





Title of Each
      Class
            
            Name of Each Exchange
      on Which RegisteredCommon
      Shares
            
            NYSE
      Amex





Securities
registered or to be 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:


None


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





[X]   Annual
      information form
                [X]   Audited
      annual 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 period covered by the annual
report:




The Registrant had 168,644,716
Common Shares outstanding as at
December 31, 2008





Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the SEC pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange
Act").  If "Yes" is marked, indicate the filing number assigned to the
Registrant in connection with such rule.




Yes
                _____
                82-
                _____
                
                No
                X








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





Yes
            X
            No
            ____













A.
            Disclosure
      Controls and Procedures




Disclosure
controls and procedures are defined by the SEC as those controls and other
procedures that are designed to ensure that information required to be disclosed
by the Registrant in reports filed or submitted by it under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms.





The
Registrant's Chief Operating Officer and Chief Financial Officer have evaluated
the Registrant's disclosure controls and procedures as of the end of the period
covered by this Annual Report and have determined that such disclosure controls
and procedures were not effective.  See "Management's Discussion and
Analysis of Operations and Financial Position – Disclosure controls and
procedures and internal control over financial reporting" included in
Exhibit 1.3 to this Annual Report.




B.
            Management's
      Annual Report on Internal Control Over Financial
  Reporting




See "Management's Discussion and
Analysis of Operations and Financial Position – Disclosure controls and
procedures and internal control over financial reporting" included in
Exhibit 1.3 to this Annual Report.  Meyers Norris Penny LLP has issued
an attestation report on management’s assessment of the Registrant’s internal
control over financial reporting.




C.
            Attestation
      Report of the Registered Public Accounting
Firm




The
attestation report of Meyers Norris Penny LLP is included in Meyers Norris Penny
LLP's report dated April 29, 2009, which accompanies the Registrant’s audited
consolidated financial statements for the fiscal year ended December 31, 2008,
filed as Exhibit 1.2 to this Annual Report.




D.
            Changes
      in Internal Control Over Financial
Reporting




See
"Management's Discussion and Analysis of Operations and Financial Position –
Disclosure controls and procedures and internal control over financial
reporting" included in Exhibit 1.3 to this Annual
Report.




E.
            Notice
      of Pension Fund Blackout Period




The
Registrant was not required by Rule 104 of Regulation BTR to send any notice to
any of its directors or executive officers during the fiscal year ended December
31, 2008.




F.
            Audit
      Committee Financial Expert




The
Registrant's board of directors has determined that Mr. Squires is an audit
committee financial expert serving on our audit committee (as defined in
paragraph 8(b) of General Instruction B to Form 40-F).  The
Registrant's board of directors has determined that Mr. Squires is independent
pursuant to the standards of the NYSE Amex.  For a description Mr.
Squires’ relevant experience in financial matters, see his employment history in
the section "Directors and Officers" in our Annual Information Form for the year
ended December 31, 2008, which is filed as Exhibit 1.1 to this Annual
Report.





The
SEC has indicated that the designation of a person as an audit committee
financial expert does not make such person an "expert" for any purpose, impose
any duties, obligations or liability on such person that are greater than those
imposed on members of the audit committee and the board of directors who do









not
carry this designation or affect the duties, obligations or liability of any
other member of the audit committee or board of directors.





G.
            Code
      of Ethics





The
Registrant’s board of directors has adopted a code of ethics that applies to all
directors, officers and employees. The Registrant will provide a copy of the
code of ethics without charge to any person that requests a copy by
contactingthe
Chief Financial Officer of the Registrant at the address that appears on the
cover page of this Annual Report.





H.
            Principal
      Accountant Fees and Services




Audit Fees




The aggregate fees billed byMeyers Norris Penny
LLP, the Registrant’sexternal
auditors,
for  the fiscal years ended December 31, 2008and 2007for professional services rendered byMeyers Norris Penny
LLPfor the audit of the
Registrant’s annual financial statementsand forservices that are normally provided byMeyers Norris Penny
LLPin connection with
statutory and regulatory filings or engagements for such years were
Cdn$216,725and Cdn$201,798, respectively.




Audit-Related Fees




The aggregate fees billed byMeyers Norris Penny
LLPfor the fiscal years
ended December 31, 2008and 2007for assurance and related services
rendered by it that are reasonably related to the performance of the audit or
review of the Registrant's financial statements andthatare not reported above as audit fees
were Cdn$65,850and Cdn$52,115, respectively.In 2008, such fees were paid for
services rendered in connection withthe review of the Registrant's quarterly
financial statements.





Tax Fees





The aggregate fees billed byMeyers Norris Penny
LLPfor the fiscal years
ended December 31, 2008and 2007for professional services rendered by
it for tax compliance, tax advice,tax planningand other serviceswere Cdn$15,330and Cdn$7,420, respectively.In 2008, such fees were paid for
services rendered in connection withthe review of tax
provisions.




All Other Fees




The aggregate fees billed byMeyers Norris Penny
LLPfor the fiscal years
ended December 31, 2008and 2007for products and services provided byMeyers Norris Penny
LLP, other than the
services reported in the preceding three paragraphs, were Cdn$96,342and Cdn$50,032, respectively.In 2008, such fees were paid for
services rendered in connection withprospectus and other offering related
work.




AuditCommittee Pre-Approval Policies and
Procedures




All audit and non-audit services
performed by the Registrant’s external auditor must be pre-approved by the audit
committee of the Registrant.





I.
            Off-Balance
      Sheet Arrangements




The
Registrant is not a party to any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.












J.
            TabularDisclosureof Contractual
      Obligations




See
"Management's
Discussion and Analysis of Operations and Financial Position – Contingencies and
commitments – Lease obligations" included in Exhibit
No. 1.3 to this Annual Report.





K.
            Identification of the Audit
      Committee




The
Registrant has established an audit committee comprised of Mssrs. Alexander
Squires, Richard Watkins and Charles Dallas.  Each of the members of the audit
committee is independent as that term is defined by the rules and regulations ofthe NYSE
Amex.





L.
            CriticalAccountingPolicies




See
"Management’s Discussion and Analysis of Operations and Financial Position–Critical accounting
estimates" included in Exhibit 1.3 to this Annual Report.

















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 SEC staff, 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 with the SEC a Form F-X in connection with its
common shares.









EXHIBITS





The following exhibits are filed as
part of this Annual Report:








Number
                    Document1.1
                    Annual
      Information Form for the year ended December 31, 20081.2
                    Audited
      Consolidated Financial Statements for the year ended December 31, 2008,
      including the reports of Meyers Norris Penny LLP1.3
                    Management’s
      Discussion and Analysis of Operations and Financial Position for the year
      ended December 31, 200823.1
                    Consent
      of Meyers Norris Penny LLP23.2
                    Consent
      of GLJ Petroleum Consultants Ltd.31.1
                    Certification
      of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
                    Certification
      of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002














SIGNATURE




Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.










CANADIAN SUPERIOR ENERGY
      INC.Dated:
      April 30, 2009
                      By:
                      /s/  Leif SnethunBy:     Leif
      SnethunTitle:   Chief
      Operating Officer















EXHIBIT
INDEX







Number
                Document1.1
                Annual
      Information Form for the year ended December 31, 20081.2
                Audited
      Consolidated Financial Statements for the year ended December 31, 2008,
      including the reports of Meyers Norris Penny LLP1.3
                Management’s
      Discussion and Analysis of Operations and Financial Position for the year
      ended December 31, 200823.1
                Consent
      of Meyers Norris Penny LLP23.2
                Consent
      of GLJ Petroleum Consultants Ltd.31.1
                Certification
      of the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
                Certification
      of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002