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

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FORM 40-F

|(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, 2008
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 2000, 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:5.125% Notes, due 2015
        7.25% Debentures, due 2027
        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: 1,018,770,249

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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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.



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 9,
2009 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 & Analysis of the Registrant dated March 4, 2009 under the headings "Outlook for 2009" 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 dated March 9, 2009 and Management's Discussion & Analysis dated March 4, 2009
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.

Except
for the timing of bid results, costs of environmental regulation compliance, timing and outcome pending litigation, expected increased in stock based expense, expected ability of
counterparties to meet their obligations and expected impact of accounting pronouncements, each of the forward-looking information listed above are based on the Registrant's 2009 capital program as
announced on January 13, 2009. The material assumptions supporting the 2009 capital program are: (1) 2009 annual production of approximately 430,000 boe/d; (2) a US$40/bbl
WTI oil price for 2009 and (3) a US$5/mmbtu NYMEX natural gas price for 2009. 2009 production estimates are subject to the timing of development activities and include the anticipated
completion of planned dispositions. The completion of any contemplated disposition is contingent on various factors, including market conditions, the ability of the Registrant to negotiate acceptable
terms for 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 Registrant'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 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 24 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
Discussion & 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 Auditors' Report on Internal Controls under Standards of the Public Company Accounting Oversight Board (United States) which is
incorporated by reference in this Annual Report on Form 40-F as Exhibit 99.7.

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BOARD OF DIRECTORS

The Registrant's Board of Directors is comprised of a majority of unrelated, independent directors in accordance with the requirements of Section 303A.01
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 determination                                                                                                                   
|--------------------- |  | ------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Douglas B. Baldwin    |  | I                                    |  | Former executive of TransCanada PipeLines Limited. Previous member of the Board of Governors of the University of Calgary.(1)                                          
|William R.P. Dalton   |  | I                                    |  | Former executive of HSBC Bank plc. Director of AEGIS Managing Agency for Lloyds of London Syndicate 1225.(1)                                                           
|Kevin S. Dunne        |  | I                                    |  | No relationships requiring examination.                                                                                                                                
|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.
|Lawrence G. Tapp      |  | I                                    |  | No relationships requiring examination.                                                                                                                                
|Stella M. Thompson    |  | I                                    |  | No relationships requiring examination.                                                                                                                                
|John D. Watson        |  | I                                    |  | Former executive of EnCana Corporation.(1)                                                                                                                             
|Robert G. Welty       |  | I                                    |  | No relationships requiring examination.                                                                                                                                
|Charles R. Williamson |  | I                                    |  | Former executive of Unocal Corporation (now Chevron Corporation); director of Weyerhauser Inc.(1)                                                                      
|Charles W. Wilson     |  | I                                    |  | Director of Akita Drilling Ltd.(2)                                                                                                                                     

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Notes:

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.

The
Board of Directors meets regularly for executive sessions in which the Registrant's "non-management directors" (as that term is defined in the NYSE Manual)
meet
independently of management directors. 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 Management Succession and Compensation
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 director on the Board and is a member of the Executive Committee and the Health, Safety, Environment and Corporate

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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 principles that are consistent with the requirements of Section 303A.09 of the NYSE Manual. The Registrant's corporate
governance practices also satisfy substantially all of the NYSE corporate governance listing standards applicable to US companies. A summary of the Registrant's corporate governance principles 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 2008, the PBCE was
updated to reflect the evolving area of corporate responsibility, corporate structure and policy changes. 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 Robert G. Welty, 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 C of the Registrant's Annual Information Form:



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 &
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.

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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 referring the file number of
the Registrant.

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:                 
|            |  | Name:               
|            |  | Title:              

Date:    March 9,
2009

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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 9, 2009.                                                                                                                                                                                                                                                                                                                                                                                                       
|99.6     |  | Management's Discussion & Analysis of the Registrant dated March 4, 2009.                                                                                                                                                                                                                                                                                                                                                                                            
|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, 2008, the Independent Auditors' Report on Internal
Controls Under Standards of The Public Company Accounting Oversight Board (United States) as at December 31, 2008, the Report of Management and the Management Report on Internal Control over Financial Reporting.

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