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

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FORM 40-F/A(Amendment No. 1)

|(CHECK ONE) |  |                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------
|o           |  | Registration statement pursuant to Section 12 of the Securities and Exchange Act of 1934
|OR          |  |                                                                                         
|ý           |  | Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 

For
the fiscal year ended: December 31, 2007
Commission File Number: 001-06665

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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 3400, 888  3rd Street S.W.
Calgary, Alberta
Canada 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:7.25% Debentures, due 2027
        5.125% Notes, due 2015
        5.750% Notes, due 2035
        5.850% Notes, due 2037
        6.250% Notes, due 2038

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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.Common Shares: 1,018,590,255

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  o                   No  ý

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



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EXPLANATORY NOTE

The Registrant is filing this Form 40-F/A (Amendment No. 1) to its Form 40-F for the year ended December 31,
2007 which was filed with the Securities and Exchange Commission on March 7, 2008, in order to re-file its Management's Discussion and Analysis ("MD&A") dated March 7, 2008,
to include the disclosure of common shares and stock options outstanding as at March 6, 2008. These numbers have been added to page 12 of the MD&A. The re-filed MD&A is, in
all other respects, identical to the MD&A that was filed on March 7, 2008.

Other
than as expressly set forth above, this Form 40-F/A does not, and does not purport to, update, or restate the information in any Item of the
Form 40-F or reflect any events that have occurred after the Form 40-F was filed.

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.



*Previously
filed on March 7, 2008 on the annual report on Form 40-F for the year ended December 31, 2007.

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 March 7, 2008
under the headings "General Development of the Business", "Description of the Business", "Corporate Responsibility and Environmental Protection", "Legal Proceedings" and "Risk Factors"; and
(2) in the Management's Discussion and Analysis of the Registrant dated March 7, 2008 under the headings "Outlook for 2008" and "Risk Factors". This forward-looking information includes,
among others, statements regarding:



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Often,
but not always, forward-looking information uses 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", "goal", "objective"
or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Various
assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained or incorporated by reference in
this Form 40-F. Information regarding oil and gas reserves, business plans for drilling, exploration, development, and appraisal assumes that the extraction of crude oil, natural
gas and natural gas liquids remains economic. For the purposes of preparing this Form 40-F and the documents incorporated herein by reference, the Registrant assumed a West Texas
Intermediate oil price of approximately US$70/bbl, a NYMEX natural gas price of approximately US$8/mmbtu, a US$/C$ exchange rate of approximately US$0.94 = C$1.00 and a C$/£
exchange rate of approximately C$2.14=UK£$1.00 in 2008.

Information
regarding estimated future production and production growth includes anticipated completion of the Beatrice asset sale but does not reflect the impact of any future asset
dispositions. The completion of any contemplated asset dispositions is contingent on various factors, including favorable market conditions, the ability of the Registrant to negotiate acceptable terms
of sale and receipt of any required approvals for such dispositions.

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 Registrants's operations or financial results are included:
(1) under the heading "Risk Factors" in the Annual Information Form; (2) in the Report on Reserves Data by the Registrants'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.

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/A and
has duly caused this amendment to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

|Registrant: |  | TALISMAN ENERGY INC.
|----------- |  | --------------------
|            |  | By:                 
|            |  | Name:               
|            |  | Title:              

Date:    March 14,
2008

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EXHIBIT INDEX

|Exhibits |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1     |  | 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 March 7, 2008.                                                                                                                                                                                                                                                                                                                                                                                                       
|99.6     |  | Management's Discussion and Analysis of the Registrant dated March 7, 2008.                                                                                                                                                                                                                                                                                                                                                                                          
|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, 2007, the Independent Auditors' Report on Internal
Controls Under Standards of The Public Company Accounting Oversight Board (United States) as at December 31, 2007, the Report of Management and the Management Report on Internal Control over Financial Reporting.
|99.8*    |  | Statement of Corporate Governance Practices of the Registrant contained in Schedule A of the Registrant's Management Proxy Circular dated March 7, 2008, excluding the portion thereof which appears under the heading "Audit Committee
Report".                                                                                                                                                                                                                     

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