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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2004 Imperial Oil Limited  (Exact name of registrant as specified in its charter)


|                             |  |              |  |                    
|---------------------------- |  | ------------ |  | -------------------
|Canada                       |  | 0-12014      |  | 98-0017682         
|                             |  |              |  |                    
|(State or other jurisdiction |  | (Commission  |  | (IRS Employer      
|of incorporation)            |  | File Number) |  | Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|111 St. Clair Avenue West                |  |           
|Toronto, Ont., Canada                    |  | M5W 1K3   
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: (800) 567-3776 (Former name or former address, if changed since last report)




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ITEM 12.     Results of Operations and Financial Condition.

On April 21, 2004, Imperial Oil Limited (the Company) by means of a
press release and a speech by the Companys chairman, president and chief
executive officer at the Companys annual meeting of shareholders disclosed
information relating to the Companys financial condition and results of
operations for the fiscal quarter ended March 31, 2004. Copies of each
statement are attached as Exhibits 99.1 and 99.2 to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

|                     |  |                      |  |                   |  |                                                                
|-------------------- |  | -------------------- |  | ----------------- |  | ---------------------------------------------------------------
|                     |  | IMPERIAL OIL LIMITED
|                     |  |                      |  |                   |  |                                                                
|                     |  |                      |  |                   |  |                                                                
|Date: April 26, 2004 |  | By:                  |  | /s/ Paul A. Smith
|                     |  |                      |  | Name:             |  | Paul A. Smith                                                  
|                     |  |                      |  | Title:            |  | Controller and Senior Vice-President,Finance and Administration
|                     |  |                      |  |                   |  |                                                                
|                     |  |                      |  |                   |  |                                                                
|Date: April 26, 2004 |  | By:                  |  | /s/ M. Henderson 
|                     |  |                      |  | Name:             |  | Marilyn Henderson                                              
|                     |  |                      |  | Title:            |  | Assistant Secretary                                            

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INDEX TO EXHIBITS

|            |  |                                                                                                                                                                                                                                                                            
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                            
|99.1        |  | Press release of the Company on April 21, 2004 disclosing
information relating to the Companys financial condition and
results of operations for the fiscal quarter ended March 31,
2004.                                                                                 
|            |  |                                                                                                                                                                                                                                                                            
|99.2        |  | Speech by the Companys chairman, president and chief
executive officer at the Companys annual meeting of
shareholders on April 21, 2004 disclosing information relating
to the financial condition and results of operations for the
fiscal quarter ended March 31, 2004.

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