UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A



(CHECK ONE)

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

OR

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, 2004Commission File Number: 1-6665TALISMAN ENERGY
    INC.(Exact name of Registrant as specified in its charter)Canada
   1311
   Not applicable(Province or other jurisdiction of
   (Primary standard industrial classification
   (I.R.S.employer identification number,incorporation or organization)
   code number, if applicable)
   if applicable)Suite 3400, 888 - 3rd Street S.W.Calgary, AlbertaCanada T2P 5C5(403) 237-1234(Address and telephone number of registrants principal executive office)


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|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                                                             
|                                                                                          
|                                                                                          
|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:
|7.125% Debentures, due 2007                                                               
|7.25% Debentures, due 2027                                                                
|                                                                                          
|For annual reports,
    indicate by check mark the information filed with this Form:      
|                                                                                          

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.

Common Shares: 375,185,290

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 12g3-2(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 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.

YesX     
No

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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.

- Annual Information Form of the Registrant dated March 14, 2005;
- Management's Discussion and Analysis of the Registrant dated March 14, 2005;
- Comparative audited consolidated financial statements of the Registrant, including notes thereto, together with the Auditors Report thereon for the year ended December 31, 2004; and
- Statement of Corporate Governance Practices of the Registrant contained in Schedule A of the Registrant's Management Proxy Circular dated March 14, 2005, excluding the portion thereof which appears under the heading Audit Committee Report.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F contains or incorporates by reference statements that constitute forward-looking statements within the meaning of applicable securities legislation.

Identifying forward-looking statements

Forward-looking statements are included throughout the annual report on Form 40-F including, among other places: (1) in the Annual Information Form of the Registrant dated March 14, 2005 under the headings General Development of the Business, Description of the Business, Other Oil and Gas Information and Legal Proceedings; and (2) in the Managements Discussion and Analysis of the Registrant dated March 14, 2005. These statements include, among others, statements regarding:

- business strategy and plans or budgets;
- outlook for oil and gas prices;
- estimates of future sales, production and operations or financial performance;
- business plans for drilling, exploration and development;
- the estimated amounts and timing of capital expenditures;
- estimates of drilling and operating costs;
- anticipated future debt levels;
- royalty rates and exchange rates;
- the merits and timing or anticipated outcome of pending litigation; and
- other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.

Statements concerning oil and gas reserves contained in the Annual Information Form of the Registrant dated March 14, 2005 under the headings Description of the Business - Reserves Estimates, Other Oil and Gas Information and Supplemental Oil and Gas Information and elsewhere may be deemed to be forward-looking statements as they involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions.

Often, but not always, forward-looking statements use words or phrases such as: expects, does not expect or is expected, anticipates or does not anticipate, plans or planned, estimates or estimated, projects or projected, forecasts or forecasted, believes, intends, likely, possible, probable, scheduled, positioned, goals or objectives, or state that certain actions, events or results may, could, would, might or will be taken, occur or be achieved.

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Material factors that could cause actual results to differ materially from those in forward-looking statements

Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Registrant and described in the forward-looking statements. These risks and uncertainties include:

- the risks of the oil and gas industry, such as operational risks in exploring for, developing and producing crude oil and natural gas and market demand;
- risks and uncertainties involving geology of oil and gas deposits;
- the uncertainty of reserves estimates and reserves life;
- the uncertainty of estimates and projections relating to production, costs and expenses;
- potential delays or changes in plans with respect to exploration or development projects or capital expenditures;
- fluctuations in oil and gas prices, foreign currency exchange rates and interest rates;
- health, safety and environmental risks;
- uncertainties as to the availability and cost of financing;
- uncertainties related to the litigation process, such as possible discovery of new evidence or acceptance of novel legal theories and the difficulties in predicting the decisions of judges and juries;
- risks in conducting foreign operations (for example, political and fiscal instability or the possibility of civil unrest or military action);
- general economic conditions;
- the effect of acts of, or actions against international terrorism; and
- the possibility that government policies or laws may change or governmental approvals may be delayed or withheld.

We caution that the foregoing list of risks and uncertainties is not exhaustive. Additional information on these and other factors which could affect the Registrants operations or financial results are included under: (1) 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 the Report of Management and Directors on Oil and Gas Disclosure, attached as schedules to the Annual Information Form; (3) the heading Outlook in Managements Discussion and Analysis; and (4) elsewhere in the Annual Information Form and Managements Discussion and Analysis. Additional information may also be found in the Registrant's other reports on file with Canadian securities regulatory authorities and the United States Securities and Exchange Commission (the SEC).

No obligation to update forward-looking statements

Forward-looking statements are based on the estimates and opinions of the Registrant's management at the time the statements are made. The Registrant assumes no obligation to update
forward-looking statements should circumstances or management's estimates or opinions change.

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 the 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 21 of the comparative audited consolidated financial statements of the Registrant.

Holding the Registrants securities may subject you to tax consequences both in the United States and Canada.

CONTROLS AND PROCEDURES

As of the end of the period covered by this annual report, an evaluation was carried out under the supervision of and with the participation of the Registrant's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of the Registrants disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Registrant in reports that it files with or submits to the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required.

No significant changes were made in the Registrant's internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect the Registrant's internal control over financial reporting.

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AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's Board of Directors has determined that Robert G. Welty, a member of the Audit Committee, qualifies as an audit committee financial expert (as defined in Item 401 of Regulation S-K under the Securities Exchange Act of 1934) and is independent as defined by the New York Stock Exchange Corporate Governance Rules.

AUDIT COMMITTEE INFORMATION, AUDITOR FEES AND CODE OF ETHICS

The following information is included in the Registrant's Statement of Corporate Governance Practices contained in Schedule A of the Registrant's Management Proxy Circular (excluding the portion thereof which appears under the heading Audit Committee Report) and Schedule C of the Registrants Annual Information Form:

- Information regarding the Registrant's Audit Committee;
- Information regarding fees paid to the Registrant's external auditor, including policies and procedures adopted for pre-approval of permitted non-audit services; and
- Information regarding the Registrant's code of ethics.



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, which is 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.

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:M. JACQUELINE SHEPPARD

Name:         
M. Jacqueline Sheppard

Title:         
Executive Vice-President,

Corporate and Legal,

and Corporate Secretary





Date: March 14, 2005

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EXHIBIT INDEX

Description

Exhibits

|1. | Certificates of the Chief Executive Officer and Chief Financial Officer under Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Certificates of the Chief Executive Officer and Chief Financial Officer under Section 906 of theSarbanes-Oxley Act of 2002.                                                                                                                      
|3. | Consent of Ernst & Young
    LLP.                                                                                                                                                                                                                
|4. | Consent of Michael Adams, Internal Qualified Reserves Evaluator.                                                                                                                                                                                 
|5. | Annual Information Form of the Registrant dated as of March 14, 2005.                                                                                                                                                                            
|6. | Managements Discussion and Analysis of the Registrant dated March 14, 2005.                                                                                                                                                                     
|7. | Comparative audited consolidated financial statements of the Registrant, including notes thereto, together with the Auditors Report thereon for the year ended December 31, 2004.                                                               
|8. | Statement of Corporate Governance Practices of the Registrant contained in Schedule A of the Registrant's Management Proxy Circular dated March 14, 2005, excluding the portion thereof which appears under the heading Audit Committee Report.

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