SECURITIES AND EXCHANGE COMMISSION Washington, 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, 2002Commission File Number:
  
  1-6665
 
 TALISMAN ENERGY INC. (Exact name of
Registrant as specified in its charter)  Canada
  
  1311
  
  Not applicable(Province or other
  jurisdiction of incorporation or organization)
  
  (Primary standard
  industrial classification code number, if 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)
  EVERGREEN CORPORATE SERVICES, INC. 33713 9th Avenue South Federal Way, Washington 98003-6762 (253) 874-2949 (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:
  
  Name of each exchange
  on which registered:Common
  Shares of no par value
  
  The Toronto Stock ExchangeNew York Stock Exchange9% Preferred Securities due February 15, 2048
  
  New York Stock Exchange8.9% Preferred Securities due June 15, 2048
  
  New York Stock Exchange  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: NONE  For annual
reports, indicate by check mark the information filed with this Form:  ýAnnual Information FormýAudited 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: 
131,039,434.6  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. YesoNoý  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. YesýNoo 
 
   The following
documents, or the portions thereof indicated below, that are filed as exhibits
to this report on Form 40-F, are incorporated herein by this
reference. 1.Material Change Report dated March 17,
2003, relating to the Registrants sale of its interest in the Greater Nile Oil
Project in Sudan. 2.Annual Information Form of the Registrant
dated March 4, 2003; 3.Managements Discussion and Analysis of
the Registrant contained on pages 18 to 34 of the Registrants Annual Report; 4.Selected Quarterly Financial Data of the
Registrant contained on pages 69 to 70 of the Registrants Annual Report; 5.Comparative audited consolidated
financial statements of the Registrant, including notes thereto, together with
the Auditors Report thereon for the year ended December 31, 2002 contained on
pages 36 to 59 of the Registrants Annual Report; 6.Supplementary Oil and Gas Information
(unaudited) of the Registrant contained on pages 60 to 63 of the Registrants
Annual Report; and  UNDERTAKING  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.   FORWARD-LOOKING STATEMENTS  This Form 40-F
contains or incorporates by reference statements that constitute
forward-looking statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995. How to
recognize forward-looking statements Forward-looking
statements are included throughout this Form 40-F including, among other
places, in the General Development of the Business and Description of the
Business section of the Registrants Annual Information Form and in the
Managements Discussion and Analysis, incorporated herein by reference. These
statements include, among others, statements regarding: ·outlook of oil and gas prices; ·estimates of future sales and production; ·business plans for drilling, exploration
and production; ·the estimated amounts and timing of
capital expenditures; ·anticipated operating costs; ·anticipated future debt levels; ·royalty rates and exchange rates; or ·other expectations, beliefs, plans,
goals, objectives, assumptions and statements about future events or performance.  2 
   Statements concerning oil
and gas reserves contained in this Form 40-F under the headings Description of
the Business - Reserves Estimates and - Reconciliation of Reserves of the
Registrants Annual Information Form, incorporated herein by reference, and
elsewhere involve the implied assessment that the resources described can be
profitably produced in the future, based on certain estimates and assumptions.  Consequently, statements about oil and gas
reserves may also be deemed to be forward-looking statements.  Often, but not always,
forward-looking statements use words or phrases such as:  expects or does not expect, is
expected, anticipates or does not anticipate, plans, estimates or
estimated, projected, forecasts or intends, or state that certain
actions, events or results may, could, would, might or will be taken,
occur or be achieved.  Risks
related to 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 include the risks of the oil and
gas industry, such as: ·operational risks in exploring for,
developing and producing crude oil and natural gas; ·risks and uncertainties involving geology
of oil and gas deposits; ·the uncertainty of reserve estimates; ·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 and
foreign currency exchange rates; and ·health, safety and environmental risks.  Relevant risks
also include, but are not limited to: ·uncertainties as to the availability and
cost of financing; ·risks in conducting foreign operations
(for example, political and fiscal instability or the possibility of civil
unrest or military action in countries such as Indonesia, Malaysia, Vietnam,
Sudan, Algeria or Colombia); ·the effect of United States sanctions
against Sudan; ·the conditions that must be met before
the Registrants sale of its interest in the Greater Nile Oil Project in Sudan
will close; ·general economic conditions; ·the effect of acts of, or actions against
international terrorism; and ·the possibility that government policies
may change or governmental approvals may be delayed or withheld.  Additional
information on these and other factors which could affect the Registrants
operations or financial results are included in the Managements Discussion
and Analysis and elsewhere in the Annual Information Form.  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 (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.  3 
   NOTE TO UNITED STATES READERS  DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES  Talisman reports its production quantities in accordance with Canadian
practices. These practices are different than the practices used to report
production estimates in reports and other materials filed with the SEC by
United States companies. The primary difference is that  Talisman follows the Canadian practice of
reporting gross production volumes, which are prior to the deduction of
royalties and similar payments. In the United States, net production volumes
are reported after deduction of these amounts. 
As a consequence, Talismans production volumes may not be comparable to
those made by United States companies subject to SEC reporting and disclosure
requirements.  Talisman 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. Talisman prepares its
financial statements, which are filed with the Form 40-F, in accordance with
Canadian generally accepted accounting practices (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 contained in note 18 of the comparative audited
consolidated financial statements of the Company.  Holding Talismans
securities may subject you to tax consequences both in the United States and
Canada.   CONTROLS AND PROCEDURES  Within the 90-day
period prior to the filing of this 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-14(c) and 15d-14(c) under the
Securities 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.  No significant changes were
made in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.   RECENT
DEVELOPMENTS  The motion to
dismiss, which the Registrant filed in relation to a suit filed against the
Registrant by the Presbyterian Church of Sudan and others on November 8, 2001,
was denied by the United States District Court for the Southern District of New
York on March 19, 2003. This motion to dismiss is referred to in
"Management's Discussion and Analysis" under the heading "Risks
and Uncertainties", incorporated herein by reference.   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 SHEPPARDName:
  M. Jacqueline SheppardTitle:
  Executive
  Vice-President,Corporate and Legal,and Corporate Secretary
  Date:       March 26, 2003  4 
    CERTIFICATIONS  I, James W. Buckee, Chief Executive Officer of Talisman Energy Inc.,
certify that:  1.I have reviewed this annual report on
Form 40-F of Talisman Energy Inc.;  2.Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;  3.Based on my knowledge, the financial
statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this
annual report;  4.The registrants other certifying
officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:  a)designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which the
annual report is being prepared;  b)evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation
Date"); and  c)presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;  5.The registrants other certifying
officers and I have disclosed, based on our most recent evaluation, to the
registrants auditor and the audit committee of the registrants board of
directors (and persons performing the equivalent function):  a)all significant deficiencies
in the design or operation of internal controls which could adversely affect
the registrants ability to record, process, summarize, and report financial
data and have identified for the registrants auditors any material weaknesses
in internal controls; and  b)any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrants internal controls; and  6.The registrants other certifying
officers and I have indicated in this annual report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.   March 26, 2003  By:
  
  JAMES W. BUCKEEName:
  
  James W. BuckeeTitle:
  
  President
  andChief Executive
  Officer    5 
   I, Michael D. McDonald,
Chief Financial Officer of Talisman Energy Inc., certify that:  1.I have reviewed this annual report on
Form 40-F of Talisman Energy Inc.;  2.Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this annual report;  3.Based on my knowledge, the financial
statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;  4.The registrants other certifying
officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:  a)designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which the
annual report is being prepared;  b)evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation
Date"); and  c)presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;  5.The registrants other certifying
officers and I have disclosed, based on our most recent evaluation, to the
registrants auditor and the audit committee of the registrants board of
directors (and persons performing the equivalent function):   a)all significant deficiencies
in the design or operation of internal controls which could adversely affect
the registrants ability to record, process, summarize, and report financial
data and have identified for the registrants auditors any material weaknesses
in internal controls; and  b)any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrants internal controls; and  6.The registrants other certifying
officers and I have indicated in this annual report whether there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.   March 26, 2003  By:
  
  MICHAEL D.
  MCDONALDName:
  
  Michael D. McDonaldTitle:
  
  Executive
  Vice-President, Finance andChief Financial Officer  6 
   EXHIBIT INDEX  Exhibits
  
  Description1
  
  Consent of Ernst &
  Young LLP.2
  
  Material Change Report
  dated March 17, 2003, relating to the Registrants sale of its interest in
  the Greater Nile Oil Project in Sudan.3
  
  Annual Information Form
  dated as of March 4, 2003 of Talisman Energy Inc.4
  
  Managements Discussion
  and Analysis of Talisman Energy Inc. contained on pages 18 to 34 of the
  Registrants Annual Report.5
  
  Selected Quarterly
  Financial Data of Talisman Energy Inc. contained on pages 69 to 70 of the Registrants
  Annual Report.6
  
  Comparative audited
  financial statements of Talisman Energy Inc., including notes thereto,
  together with the Auditors Report thereon for the year ended December 31,
  2002 contained on pages 36 to 59 of the Registrants Annual Report.7
  
  Supplementary Oil and
  Gas Information (unaudited) of Talisman Energy Inc. contained on pages 60 to
  63 of the Registrants Annual Report.
  7