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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): March 5, 2004 Imperial Oil Limited  (Exact name of registrant as specified in its charter)


|                                              |  |                          |  |                                  
|--------------------------------------------- |  | ------------------------ |  | ---------------------------------
|Canada                                        |  | 0-12014                  |  | 98-0017682                       
|                                              |  |                          |  |                                  
|(State or other
jurisdictionof
incorporation) |  | (Commission File Number) |  | (IRS Employer
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 9. |  | Regulation FD Disclosure.
|------- |  | -------------------------

On March 4, 2004, Imperial Oil Limited (the Company) by means of a press
release disclosed information relating to Syncrude. A copy of the press release
is attached as Exhibit 99.1 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:  March 5, 2004 |  | By: /s/ P. James Levins
|                     |  | Name:                   |  | P. James Levins                        
|                     |  | Title:                  |  | Director,
Safety, Healthand Environment
|                     |  |                         |  |                                        
|                     |  |                         |  |                                        
|Date:  March 5, 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
March 4, 2004 disclosing information relating to Syncrude.

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