UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 40-F

(CHECK ONE)o

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

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


For
the fiscal year ended: December 31, 2010
Commission File Number: 001-06665



TALISMAN ENERGY INC.(Exact name of Registrant as specified in its charter)

Canada(Province or other jurisdiction
of incorporation or organization)

1311(Primary standard industrial classification
code number, if applicable)

Not applicable(I.R.S. employer identification number,
if applicable)


Suite 2000, 888 - 3rd Street S.W.
Calgary, Alberta
Canada T2P 5C5
(403) 237-1234(Address and telephone number of Registrant's principal executive office)



NATIONAL CORPORATE RESEARCH, LTD.
1780 Barnes Blvd. Southwest
Tumwater, Washington 98512-0410
(800) 722-0708(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

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

Title of each class: Common Shares of no par value

Name of each exchange on which registered: Toronto Stock Exchange
New York Stock Exchange


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



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



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

ý Annual Information Form

ý 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.



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    ý

No    o


Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to
submit and post such files).

Yes    o

No    o




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The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report on Form 40-F, are incorporated herein by
this reference.



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Forward-Looking Information

This Form 40-F contains or incorporates by reference information that constitutes "forward-looking information" or
"forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. Forward-looking information is included throughout the Annual Report
on Form 40-F and the documents incorporated by reference herein including among other places: (1) in the Annual Information Form of the Registrant dated
February 28, 2011 under the headings "General Development of the Business", "Description of the Business", "Corporate Responsibility and Environmental Protection", "Market for the Securities of
the Company", "Legal Proceedings" and "Risk Factors"; and (2) in the Management's Discussion and Analysis of the Registrant dated February 28, 2011 under the headings "2010 Performance
Highlights", "Outlook for 2010" and "Risk Factors". This forward-looking information includes, among others, statements regarding:



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Statements
concerning oil and gas reserves contained in the Annual Information Form under the headings "Description of the BusinessReserves Information" and "Other Oil and
Gas Information" and the Management's Discussion and Analysis may be deemed to be forward-looking information as they involve the implied assessment that the resources described can be profitably
produced in the future.

The
forward-looking information listed above is based on the Registrant's 2011 capital program as announced on January 11, 2011. The Registrant set its 2011 capital expenditure
plans assuming: (1) the Registrant's production in 2011 will be approximately 5-10% greater than in 2010, excluding the BP Colombia acquisition; (2) approximately a US$75/bbl
WTI oil price for 2011; and (3) approximately a US$4/mmbtu NYMEX natural gas price for 2011.

Undue
reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks
which could cause actual results to vary and in some instances to differ materially from those anticipated by the Registrant and described in the forward-looking information contained in this
Form 40-F. The material risk factors include, but are not limited to:



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The
foregoing list of risk factors is not exhaustive. Additional information on these and other factors which could affect the Registrant's operations or financial results or strategy
are included: (1) under the heading "Risk Factors" in the Annual Information Form; (2) in the Report on Reserves Data by the Registrant's Internal Qualified Reserves Evaluator and in the
Report of Management and Directors on Oil and Gas Disclosure, attached as schedules to the Annual Information Form; (3) under the heading "Risk Factors" in the Management's Discussion and
Analysis; and (4) elsewhere in the Annual Information Form and Management's Discussion and Analysis. In addition, information is available in the Registrant's other reports on file with
Canadian securities regulatory authorities and the United States Securities and Exchange Commission.

Forward-looking
information is based on the estimates and opinions of the Registrant's management at the time the information is presented. The Registrant assumes no obligation to update
forward-looking information should circumstances or management's estimates or opinions change, except as required by law.

NOTE TO UNITED STATES READERSDIFFERENCES IN  UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual
Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this
Annual Report on Form 40-F, in accordance with Canadian generally accepted accounting principles ("GAAP"), and they may be subject to Canadian auditing and auditor independence
standards. They may not be comparable to financial statements of United States companies. Significant differences between Canadian GAAP and United States GAAP are described in
note 25 of the comparative audited Consolidated Financial Statements of the Registrant.

Acquiring,
holding or disposing of the Registrant's securities may subject you to tax consequences both in the United States and Canada. Tax consequences of acquiring, holding and
disposing of the Registrant's securities are not described in this Annual Report.

CONTROLS AND PROCEDURES

Information regarding the Registrant's internal control over financial reporting and disclosure controls and procedures is included in
the Registrant's Management's Discussion and Analysis incorporated herein by reference. The Management Report on Internal Control over Financial Reporting is included in the Registrant's comparative
audited Consolidated Financial Statements incorporated herein by reference.

The
results of management's assessment of internal control over financial reporting were reviewed with the Audit Committee of the Registrant's Board of Directors. The Registrant's
independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the Registrant's internal control over financial reporting. Ernst &
Young LLP's attestation is located in the Independent Auditor's Report on Internal Controls under Standards of the Public Company

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Accounting
Oversight Board (United States) which is incorporated by reference in this Annual Report on Form 40-F as Exhibit 99.7.

BOARD OF DIRECTORS

The Registrant's Board of Directors is comprised of a majority of unrelated, independent directors in accordance with the requirements
of Sections 303A.01 and 303A.02 of the NYSE Listed Company Manual ("NYSE Manual"). The Board of Directors has determined that each of the directors and the Chairman is unrelated and
independent based on the following information:

Name of Director

Independent (I)/
Non-Independent(NI)

Relationship(s) examined and basis for determinationChristiane Bergevin

I

Current executive of Desjardins Group and director of Fiera Sceptre Inc.(1)Donald J. Carty

I

Director and former executive of Dell Inc.(1)William R.P. Dalton

I

Former executive of HSBC Bank plc. and director of AEGIS Managing Agency for Lloyds of London Syndicate 1225.(1)Kevin S. Dunne

I

No relationships requiring examination.Harold N. Kvisle

I

Director of Bank of Montreal and ARC Resources Ltd. and former executive of TransCanada Corporation.(1)John A. Manzoni

NI

Executive officer of the Registrant. Determined as non-independent pursuant to Canadian Securities Administrators Rules, National
Instrument 52-110 and NYSE standards.Lisa A. Stewart

I

No relationships requiring examination.Peter W. Tomsett

I

No relationships requiring examination.John D. Watson

I

Former executive of Encana Corporation.(1)Charles R. Williamson (Chairman)

I

Former executive of Unocal Corporation (now Chevron Corporation); director of Weyerhaeuser Inc.(1)Charles M. Winograd

I

Director of RBC Dexia Investor Services Ltd. and former executive of RBC Capital Markets.(1)


Notes: (1)The
relationship the Registrant has with each of the companies or organizations listed was entered into on terms substantially similar to those that would
be offered to comparable counterparties in similar circumstances; the termination of a relationship with any of these companies or organizations in the normal course of business would not reasonably
be expected to have a material and adverse effect on the financial condition, results of operations or business of such companies.


The
composition of the Board of Directors, including the independence of the Chairman, ensures that the Board has in place appropriate structures and procedures to ensure that the Board
can function independently of management.

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The
Board of Directors meets at each regularly scheduled meeting for executive sessions in which the Registrant's independent and "non-management directors" (as that
term is defined in the NYSE Manual) meet independently of management directors. Charles R. Williamson, the Chairman of the Board of Directors, serves as the presiding director at all meetings of
the Board.

The
Board of Directors has established six committees: the Audit Committee, the Executive Committee, the Governance and Nominating Committee, the Human Resources Committee, the Health,
Safety, Environment and Corporate Responsibility Committee and the Reserves Committee. All committees are comprised of a majority of unrelated, independent directors. The President and Chief Executive
Officer is the only related, non-independent director on the Board and is a member of the Executive Committee and the Health, Safety, Environment and Corporate Responsibility Committee.
All other committees are composed exclusively of unrelated, independent directors. The terms of reference of the Board and its committees may be obtained from the Registrant's website at
www.talisman-energy.com or upon request from: Corporate and Investor Communications Department, Talisman Energy Inc., 2000, 888 - 3rd Street SW, Calgary,
Alberta, T2P 5C5, or by email at: tlm@talisman-energy.com.

The
Registrant operates under corporate governance practices that are consistent with the requirements of Section 303A.09 of the NYSE Manual. The Registrant's corporate governance
practices also satisfy a substantial majority of the NYSE corporate governance listing standards applicable to US companies. A summary of the Registrant's corporate governance practices and a
description of the material ways in which the Registrant's corporate governance practices differ from those applicable to US companies is at www.talisman-energy.com or upon request from: Corporate and
Investor Communications Department, Talisman Energy Inc., 2000, 888 - 3rd Street SW, Calgary, Alberta, T2P 5C5, or by email at: tlm@talisman-energy.com.

CODE OF ETHICS

The Registrant has adopted a policy on business conduct and ethics ("PBCE"), which is applicable to all directors, officers and
employees. In 2010, the PBCE was updated to reflect changes to anti-bribery regulations in the United Kingdom. A copy of the revised PBCE can be obtained from the Registrant's
website at www.talisman-energy.com or without charge, upon request from: Corporate and Investor Communications Department, Talisman Energy Inc., 2000,
888 - 3rd Street S.W., Calgary, Alberta T2P 5C5, or by email at: tlm@talisman-energy.com.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's Board of Directors has determined that John D. Watson, a member of the Audit Committee, qualifies as an audit
committee financial expert (as defined in paragraph (8)(b) of General Instruction B of Form 40-F) and is independent as defined by the
NYSE Manual.

AUDIT COMMITTEE INFORMATION & AUDITOR FEES

The following information is included in Schedule D of the Registrant's Annual
Information Form:



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OFF-BALANCE SHEET TRANSACTIONS AND CONTRACTUAL OBLIGATIONS

Information regarding off-balance sheet transactions and contractual obligations of the Registrant is included in
Management's Discussion and Analysis of the Registrant and note 16 of the comparative audited Consolidated Financial Statements of the Registrant, which are incorporated by reference in this
Annual Report on Form 40-F.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously filed with the Commission a written consent to service of process and power of attorney on
Form F-X. Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to the Form F-X
referencing the file number of the Registrant.

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SIGNATURES

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.

Registrant:

TALISMAN ENERGY INC.By:

/s/ ROBERT R. ROONEY Name: Robert R. Rooney
Title: Executive Vice-President,
Legal and General Counsel


Date:
February 28, 2011

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EXHIBIT INDEX

Exhibits

Description99.1

Certificates of the Chief Executive Officer and Chief Financial Officer under Section 302 of theSarbanes-Oxley Act of 2002.99.2

Certificates of the Chief Executive Officer and Chief Financial Officer under Section 906 of theSarbanes-Oxley Act of 2002.99.3

Consent of Ernst & Young LLP.99.4

Consent of Michael Adams, Internal Qualified Reserves Evaluator.99.5

Annual Information Form of the Registrant dated February 28, 2011.99.6

Management's Discussion and Analysis of the Registrant dated February 28, 2011.99.7

Comparative audited Consolidated Financial Statements of the Registrant, including notes thereto, together with Independent Auditors' Report thereon as at and for the year ended December 31, 2010, the Independent
Auditors' Report on Internal Controls Under Standards of The Public Company Accounting Oversight Board (United States) as at December 31, 2010, the Report of Management and the Management Report on Internal Control over Financial
Reporting.


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