The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 91 days.

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

The registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934).

The registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

The number of common shares outstanding, as of ~~June~~September 30, 2010, was 847,599,011.

In this report all dollar amounts are expressed in Canadian dollars unless otherwise stated. This report should be read in conjunction with the ~~company's~~company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Statements in this report regarding future events or conditions are forward-looking statements. Actual results could differ materially due to the impact of market conditions, changes in law or governmental policy, changes in operating conditions and costs, changes in project schedules, operating performance, demand for oil and gas, commercial negotiations or other technical and economic factors.


	Second Quarter		Six Months to June 30
CONSOLIDATED STATEMENT OF INCOME
(U.S. GAAP, unaudited)					Third Quarter				Nine Months to September 30
millions of Canadian dollars	2010	2009	2010	2009	2010		2009		2010		2009

REVENUES AND OTHER INCOME
Operating revenues (a)(b)	6,091	5,261	12,225	9,914		5,828		5,547		18,053		15,461
Investment and other income (4)	48	42	80	59		23		14		103		73

TOTAL REVENUES AND OTHER INCOME	6,139	5,303	12,305	9,973		5,851		5,561		18,156		15,534


EXPENSES
Exploration	30	22	117	105		54		21		171		126
Purchases of crude oil and products (c)	3,636	3,131	7,297	5,451		3,462		3,126		10,759		8,577
Production and manufacturing (d)(5)	1,012	1,077	2,042	2,107		961		909		3,003		3,016
Selling and general (5)	265	271	515	601		271		221		786		822
Federal excise tax (a)	322	314	626	620		345		331		971		951
Depreciation and depletion	192	193	374	390		187		194		561		584
Financing costs	0	1	1	3		3		–		4		3

TOTAL EXPENSES	5,457	5,009	10,972	9,277		5,283		4,802		16,255		14,079


INCOME BEFORE INCOME TAXES	682	294	1,333	696		568		759		1,901		1,455
INCOME TAXES	165	85	340	198		150		212		490		410

NET INCOME (3)	517	209	993	498		418		547		1,411		1,045


NET INCOME PER COMMON SHARE - BASIC (dollars) ~~(7)~~(8)	0.61	0.25	1.17	0.59		0.49		0.64		1.66		1.23
NET INCOME PER COMMON SHARE - DILUTED (dollars) ~~(7)~~(8)	0.60	0.25	1.16	0.58		0.49		0.64		1.65		1.22
DIVIDENDS PER COMMON SHARE (dollars)	0.11	0.10	0.21	0.20		0.11		0.10		0.32		0.30

(a) Federal excise tax included in operating revenues	322	314	626	620		345		331		971		951
(b) Amounts from related parties included in operating revenues	439	452	1,047	766		560		432		1,607		1,198
(c) Amounts to related parties included in purchases of crude oil and products	489	651	1,012	1,348		774		813		1,786		2,161
(d) Amounts to related parties included in production and manufacturing expenses	67	52	122	111		68		52		190		163

The information in the Notes to Consolidated Financial Statements is an integral part of these statements.


millions of Canadian dollars	As at June 30 2010	As at Dec.31 2009

CONSOLIDATED BALANCE SHEET
(U.S. GAAP, unaudited) millions of Canadian dollars			As at Sept. 30 2010			As at Dec. 31 2009
ASSETS
Current assets
Cash	64	513		51			513
Accounts receivable, less estimated doubtful accounts	1,776	1,714		1,810			1,714
Inventories of crude oil and products	630	564		733			564
Materials, supplies and prepaid expenses	301	247		255			247
Deferred income tax assets	457	467		460			467

Total current assets	3,228	3,505		3,309			3,505

Long-term receivables, investments and other long-term assets	750	854		763			854

Property, plant and equipment,	27,950	26,421		29,030			26,421
less accumulated depreciation and depletion	13,824	13,569		13,970			13,569

Property, plant and equipment, net	14,126	12,852		15,060			12,852

Goodwill	204	204		204			204
Other intangible assets, net	60	58		62			58

TOTAL ASSETS	18,368	17,473		19,398			17,473


LIABILITIES
Current liabilities
Notes and loans payable	199	109		229			109
Accounts payable and accrued liabilities ~~(6)~~(7)	3,196	2,811		3,571			2,811
Income taxes payable	617	848		677			848

Total current liabilities	4,012	3,768		4,477			3,768

Capitalized lease obligations	29	31
Long-term debt (b)(6)				228			31
Other long-term obligations ~~(6)~~(7)	2,427	2,839		2,443			2,839
Deferred income tax liabilities	1,507	1,396		1,504			1,396

TOTAL LIABILITIES	7,975	8,034		8,652			8,034


SHAREHOLDERS' EQUITY
SHAREHOLDERS’ EQUITY
Common shares at stated value ~~(b)~~(c)	1,509	1,508		1,509			1,508
Earnings reinvested	10,064	9,252		10,389			9,252
Accumulated other comprehensive income ~~(8)~~(9)	(1,180)	(1,321)		(1,152	)		(1,321	)

TOTAL SHAREHOLDERS' EQUITY	10,393	9,439
TOTAL SHAREHOLDERS’ EQUITY				10,746			9,439


TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	18,368	17,473		19,398			17,473

The information in the Notes to Consolidated Financial Statements is an integral part of these statements.


CONSOLIDATED STATEMENT OF CASH FLOWS
(U.S. GAAP, unaudited) inflow/(outflow)	Second Quarter		Six Months to June 30		Third Quarter					Nine Months to September 30
millions of Canadian dollars	2010	2009	2010	2009		2010		2009			2010		2009

OPERATING ACTIVITIES
Net income	517	209	993	498		418		547			1,411		1,045
Adjustment for non-cash items:
Depreciation and depletion	192	193	374	390		187		194			561		584
(Gain)/loss on asset sales (4)	(42)	(31)	(46)	(32)		(12	)	-			(58	)	(32	)
Deferred income taxes and other	70	(71)	72	(43)		(17	)	(6	)		55		(49	)
Changes in operating assets and liabilities:
Accounts receivable	118	(244)	(62)	(369)		(33	)	149			(95	)	(220	)
Inventories and prepaids	14	107	(120)	(190)		(58	)	108			(178	)	(82	)
Income taxes payable	(70)	(25)	(232)	(585)		60		(230	)		(172	)	(815	)
Accounts payable	(260)	81	377	369		375		(86	)		752		283
All other items - net (a)	(215)	43	(118)	(72)		45		22			(73	)	(50	)

CASH FROM (USED IN) OPERATING ACTIVITIES	324	262	1,238	(34)		965		698			2,203		664


INVESTING ACTIVITIES
Additions to property, plant and equipment and intangibles	(851)	(513)	(1,664)	(924)		(1,147	)	(554	)		(2,811	)	(1,478	)
Proceeds from asset sales	54	35	60	37		35		8			95		45
Loans to equity company	0	(1)	0	1		(1	)	1			(1	)	2

CASH FROM (USED IN) INVESTING ACTIVITIES	(797)	(479)	(1,604)	(886)		(1,113	)	(545	)		(2,717	)	(1,431	)


FINANCING ACTIVITIES
Short Term Debt - net	90	(1)	89	(2)
Short-term debt - net						28		-			117		(2	)
Long-term debt issued						200		-			200		-
Issuance of common shares under stock option plan	1	0	1	0		-		-			1		-
Common shares purchased	(3)	(61)	(3)	(490)		-		-			(3	)	(490	)
Dividends paid	(85)	(86)	(170)	(172)		(93	)	(85	)		(263	)	(257	)

CASH FROM (USED IN) FINANCING ACTIVITIES	3	(148)	(83)	(664)		135		(85	)		52		(749	)


INCREASE (DECREASE) IN CASH	(470)	(365)	(449)	(1,584)		(13	)	68			(462	)	(1,516	)
CASH AT BEGINNING OF PERIOD	534	755	513	1,974		64		390			513		1,974


CASH AT END OF PERIOD	64	390	64	390		51		458			51		458


(a) Includes contribution to registered pension plans.	(295)	(6)	(365)	(167)		(13	)	(6	)		(378	)	(173	)

The information in the Notes to Consolidated Financial Statements is an integral part of these statements.

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America and follow the same accounting policies and methods of computation as, and should be read in conjunction with, the most recent annual consolidated financial statements. In the opinion of the management, the information furnished herein reflects all known accruals and adjustments necessary for a fair presentation of the financial position of the company as at ~~June~~September 30, 2010, and December 31, 2009, and the results of operations and changes in cash flows for the ~~six~~nine months ended ~~June~~September 30, 2010 and 2009. All such adjustments are of a normal recurring nature. The ~~company's~~company’s exploration and production activities are accounted for under the “successful efforts” method. Certain reclassifications to the prior year have been made to conform to the 2010 presentation.

The results for the ~~six~~nine months ended ~~June~~September 30, 2010, are not necessarily indicative of the operations to be expected for the full year.

Effective January 1, 2010, the company adopted the authoritative guidance for variable-interest entities (VIEs). The guidance requires the enterprise to qualitatively assess if it is the primary beneficiary of the VIE and, if so, the VIE must be consolidated. The adoption did not have any impact on the company’s consolidated financial statements.


Second Quarter	Upstream		Downstream		Chemical
Third Quarter							Upstream						Downstream						Chemical
millions of dollars	2010	2009	2010	2009	2010	2009	2010			2009			2010			2009			2010		2009
REVENUES AND OTHER INCOME
Operating revenues	1,010	879	4,816	4,152	265	230		908			921			4,655			4,380			265		246
Intersegment sales	963	698	462	355	63	83		879			955			416			365			79		69
Investment and other income	11	19	34	23	3	(0)		5			2			17			4			-		-
	1,984	1,596	5,312	4,530	331	313
EXPENSES
Exploration	30	22	0	0	0	0
Purchases of crude oil and products	653	468	4,237	3,566	234	233
Production and manufacturing	573	630	389	400	50	47
Selling and general	1	1	225	234	16	19
Federal excise tax	0	0	322	314	0	0
Depreciation and depletion	131	129	56	59	3	3
Financing costs	0	1	0	0	0	0
TOTAL EXPENSES	1,388	1,251	5,229	4,573	303	302
INCOME BEFORE INCOME TAXES	596	345	83	(43)	28	11
INCOME TAXES	150	93	15	(5)	6	3
NET INCOME	446	252	68	(38)	22	8
Export sales to the United States	412	422	326	322	161	111
Cash from (used in) operating activities	567	38	(223)	240	9	11
CAPEX (a)	832	471	46	61	2	2

	Corporate
Second Quarter	and Other		Eliminations		Consolidated
millions of dollars	2010	2009	2010	2009	2010	2009
REVENUES AND OTHER INCOME
Operating revenues	0	0	0	0	6,091	5,261
Intersegment sales	0	0	(1,488)	(1,136)	0	0
Investment and other income	0	0	0	0	48	42
	0	0	(1,488)	(1,136)	6,139	5,303		1,792			1,878			5,088			4,749			344		315

EXPENSES
Exploration	0	0	0	0	30	22		54			21			-			-			-		-
Purchases of crude oil and products	0	0	(1,488)	(1,136)	3,636	3,131		545			568			4,047			3,729			244		218
Production and manufacturing	0	0	0	0	1,012	1,077		592			549			320			313			49		47
Selling and general	23	17	0	0	265	271		2			-			229			231			16		18
Federal excise tax	0	0	0	0	322	314		-			-			345			331			-		-
Depreciation and depletion	2	2	0	0	192	193		128			133			54			55			3		4
Financing costs	0	0	0	0	0	1		-			-			1			-			-		-

TOTAL EXPENSES	25	19	(1,488)	(1,136)	5,457	5,009		1,321			1,271			4,996			4,659			312		287

INCOME BEFORE INCOME TAXES	(25)	(19)	0	0	682	294		471			607			92			90			32		28
INCOME TAXES	(6)	(6)	0	0	165	85		123			168			23			28			9		9

NET INCOME	(19)	(13)	0	0	517	209		348			439			69			62			23		19

Export sales to the United States	0	0	0	0	899	855		377			405			295			379			161		141
Cash from (used in) operating activities	(29)	(27)	0	0	324	262
Cash flow from (used in) operating activities								748			436			198			219			31		34
CAPEX (a)	1	1	0	0	881	535		1,151			504			45			64			1		6

Third Quarter							Corporate and Other						Eliminations						Consolidated
millions of dollars							2010			2009			2010			2009			2010		2009
REVENUES AND OTHER INCOME
Operating revenues								-			-			-			-			5,828		5,547
Intersegment sales								-			-			(1,374	)		(1,389	)		-		-
Investment and other income								1			8			-			-			23		14

								1			8			(1,374	)		(1,389	)		5,851		5,561

EXPENSES
Exploration								-			-			-			-			54		21
Purchases of crude oil and products								-			-			(1,374	)		(1,389	)		3,462		3,126
Production and manufacturing								-			-			-			-			961		909
Selling and general								24			(28	)		-			-			271		221
Federal excise tax								-			-			-			-			345		331
Depreciation and depletion								2			2			-			-			187		194
Financing costs								2			-			-			-			3		-

TOTAL EXPENSES								28			(26	)		(1,374	)		(1,389	)		5,283		4,802

INCOME BEFORE INCOME TAXES								(27	)		34			-			-			568		759
INCOME TAXES								(5	)		7			-			-			150		212

NET INCOME								(22	)		27			-			-			418		547

Export sales to the United States								-			-			-			-			833		925
Cash flow from (used in) operating activities								(12	)		9			-			-			965		698
CAPEX (a)								2			1			-			-			1,199		575


Six Months to June 30	Upstream		Downstream		Chemical
Nine Months to September 30							Upstream						Downstream						Chemical
millions of dollars	2010	2009	2010	2009	2010	2009	2010			2009			2010			2009			2010			2009

REVENUES AND OTHER INCOME
Operating revenues	2,251	1,639	9,426	7,837	548	438		3,159			2,560			14,081			12,217			813			684
Intersegment sales	1,911	1,354	1,033	745	133	147		2,790			2,309			1,449			1,110			212			216
Investment and other income	31	23	45	31	3	0		36			25			62			35			3			-

	4,193	3,016	10,504	8,613	684	585		5,985			4,894			15,592			13,362			1,028	��		900

EXPENSES
Exploration	117	105	0	0	0	0		171			126			-			-			-			-
Purchases of crude oil and products	1,440	832	8,424	6,433	510	432		1,985			1,400			12,471			10,162			754			650
Production and manufacturing	1,175	1,276	759	736	108	95		1,767			1,825			1,079			1,049			157			142
Selling and general	3	2	449	467	33	38		5			2			678			698			49			56
Federal excise tax	0	0	626	620	0	0		-			-			971			951			-			-
Depreciation and depletion	256	265	108	115	6	6		384			398			162			170			9			10
Financing costs	0	1	0	1	0	0		-			1			1			1			-			-

TOTAL EXPENSES	2,991	2,481	10,366	8,372	657	571		4,312			3,752			15,362			13,031			969			858

INCOME BEFORE INCOME TAXES	1,202	535	138	241	27	14		1,673			1,142			230			331			59			42
INCOME TAXES	312	141	31	77	6	3		435			309			54			105			15			12

NET INCOME	890	394	107	164	21	11		1,238			833			176			226			44			30

Export sales to the United States	918	827	624	559	326	220		1,295			1,232			919			938			487			361
Cash from (used in) operating activities	1,309	(192)	(37)	194	13	(3)
Cash flow from (used in) operating activities								2,057			244			161			413			44			31
CAPEX (a)	1,687	918	84	103	8	6		2,838			1,422			129			167			9			12
Total assets as at June 30	11,866	9,583	6,293	6,524	423	433
Total assets as at September 30								12,754			9,887			6,401			6,359			425			416

	Corporate
Six Months to June 30	and Other		Eliminations		Consolidated
Nine Months to September 30							Corporate and Other						Eliminations						Consolidated
millions of dollars	2010	2009	2010	2009	2010	2009	2010			2009			2010			2009			2010			2009

REVENUES AND OTHER INCOME
Operating revenues	0	0	0	0	12,225	9,914		-			-			-			-			18,053			15,461
Intersegment sales	0	0	(3,077)	(2,246)	0	0		-			-			(4,451	)		(3,635	)		-			-
Investment and other income	1	5	0	0	80	59		2			13			-			-			103			73

	1	5	(3,077)	(2,246)	12,305	9,973		2			13			(4,451	)		(3,635	)		18,156			15,534

EXPENSES
Exploration	0	0	0	0	117	105		-			-			-			-			171			126
Purchases of crude oil and products	0	0	(3,077)	(2,246)	7,297	5,451		-			-			(4,451	)		(3,635	)		10,759			8,577
Production and manufacturing	0	0	0	0	2,042	2,107		-			-			-			-			3,003			3,016
Selling and general	30	94	0	0	515	601		54			66			-			-			786			822
Federal excise tax	0	0	0	0	626	620		-			-			-			-			971			951
Depreciation and depletion	4	4	0	0	374	390		6			6			-			-			561			584
Financing costs	1	1	0	0	1	3		3			1			-			-			4			3

TOTAL EXPENSES	35	99	(3,077)	(2,246)	10,972	9,277		63			73			(4,451	)		(3,635	)		16,255			14,079

INCOME BEFORE INCOME TAXES	(34)	(94)	0	0	1,333	696		(61	)		(60	)		-			-			1,901			1,455
INCOME TAXES	(9)	(23)	0	0	340	198		(14	)		(16	)		-			-			490			410

NET INCOME	(25)	(71)	0	0	993	498		(47	)		(44	)		-			-			1,411			1,045

Export sales to the United States	0	0	0	0	1,868	1,606		-			-			-			-			2,701			2,531
Cash from (used in) operating activities	(47)	(33)	0	0	1,238	(34)
Cash flow from (used in) operating activities								(59	)		(24	)		-			-			2,203			664
CAPEX (a)	2	2	0	0	1,781	1,029		4			3			-			-			2,980			1,604
Total assets as at June 30	100	412	(314)	(289)	18,368	16,663
Total assets as at September 30								96			481			(278	)		(321	)		19,398			16,822

Investment and other income includes gains and losses on asset sales as follows:


	Second Quarter			Six Months to June 30				Third Quarter						Nine Months to September 30
millions of dollars	2010		2009	2010		2009		2010			2009			2010			2009

Proceeds from asset sales	54		35	60		37			35			8			95			45
Book value of assets sold	12		4	14		5			23			8			37			13

Gain/(loss) on asset sales, before tax (a)	42		31	46		32
Gain/(loss) on asset sales, before tax									12			–			58			32

Gain/(loss) on asset sales, after tax (a)	36		25	40		26
Gain/(loss) on asset sales, after tax									10			–			50			26

(a) The second quarter of 2010 included a gain of $37 million ($31 million, after tax) from the sale of a non-operating real estate property. 5. Employee retirement benefits The components of net benefit cost included in production and manufacturing and selling and general expenses in the consolidated statement of income are as follows:
5. Employee retirement benefits The components of net benefit cost included in production and manufacturing and selling and general expenses in the consolidated statement of income are as follows:							5. Employee retirement benefits The components of net benefit cost included in production and manufacturing and selling and general expenses in the consolidated statement of income are as follows:
	Second Quarter			Six Months to June 30				Third Quarter						Nine Months to September 30
millions of dollars	2010		2009	2010		2009		2010			2009			2010			2009

Pension benefits:
Current service cost	26		14	51		40			25			20			76			60
Interest cost	76		79	153		152			77			75			230			227
Expected return on plan assets	(69	)	(66)	(137	)	(134)			(69	)		(67	)		(206	)		(201	)
Amortization of prior service cost	4		5	8		9			5			4			13			13
Recognized actuarial loss	35		28	69		56			34			28			103			84

Net benefit cost	72		60	144		123			72			60			216			183


Other post-retirement benefits:
Current service cost	2		1	3		2			1			1			4			3
Interest cost	6		6	12		13			6			7			18			20
Amortization of prior service cost	(1	)	0	(1	)	0			-			-			(1	)		-
Recognized actuarial loss/(gain)	0		(1)	0		(1)			-			-			-			(1	)

Net benefit cost	7		6	14		14			7			8			21			22

6. Other long-term obligations
6. Long-term debt
											As at Sept. 30						As at Dec. 31
millions of dollars			As at June 30 2010			As at Dec. 31 2009					2010						2009
Long-term debt (a)												200						-
Capital leases												28						31

Employee retirement benefits (a)			1,252			1,682
Asset retirement obligations and other environmental liabilities (b)			799			806
Share-based incentive compensation liabilities			168			144
Other obligations			208			207
Total long-term debt												228						31

Total other long-term obligations			2,427			2,839

In the third quarter, to support the commercial paper program, the company entered into an unsecured committed bank credit facility in the amount of $200 million that matures in July 2012.

Subsequent to the end of the second quarter, to support the commercial paper program, the company entered into an unsecured committed bank credit facility in the amount of $200 million that matures in July 2012.

The company’s net income for the ~~second~~third quarter of 2010 was ~~$517~~$418 million or ~~$0.60~~$0.49 a share on a diluted basis, compared with ~~$209~~$547 million or ~~$0.25~~$0.64 a share for the same period last year. Net income for the first ~~six~~nine months of 2010 was ~~$993~~$1,411 million or ~~$1.16~~$1.65 a share on a diluted basis, versus ~~$498~~$1,045 million or ~~$0.58~~$1.22 a share for the ~~first half~~nine months of 2009.

~~Earnings~~Although third quarter earnings were lower, underlying business operations remained strong across all segments of the company. The lower third quarter earnings were primarily attributable to planned maintenance activities at Syncrude, impacting earnings by about $90 million, and the unfavourable foreign exchange effects of a stronger Canadian dollar of about $70 million. These factors were partially offset by the combined impacts of upstream commodity prices and downstream margins totaling about $75 million. The company estimates that third-party pipeline reliability issues negatively impacted third quarter earnings by about $60 million; this effect, which will carry-over in fourth quarter results, has been reflected in the ~~second quarter were higher than~~overall commodity price and margins factor above.

For the ~~same quarter in 2009 with improvements in all operating segments. Earnings~~nine months, earnings increased primarily due to the impacts of higher ~~crude oil~~upstream commodity prices of about ~~$150~~$800 million, higher Syncrude volumes of about ~~$150 million, lower refinery and Syncrude maintenance of about $85~~$90 million and improved ~~downstream margins of~~refinery operations and lower refinery maintenance activities totaling about ~~$40~~$75 million. These factors were partially offset by the unfavourable effects of a stronger Canadian dollar of about $330 million, higher royalty costs due to higher commodity prices of about $240 million, and lower overall downstream margins of about $110 million. Earnings in the nine months of 2010 also included higher gain of about $25 million from sale of non-operating assets.

Net income in the third quarter was $348 million versus $439 million in the same period of 2009. Earnings decreased primarily due to higher costs and lower volumes at Syncrude, mainly a result of planned maintenance activities, totaling about $90 million. Earnings were also negatively impacted by the unfavourable foreign exchange effects of a ~~higher~~stronger Canadian dollar of about ~~$115~~$65 million and lower Cold Lake bitumen production and lower conventional volumes totaling about $25 million. These factors were partially offset by higher crude oil and natural gas commodity prices in the third quarter of 2010 which contributed to higher earnings of about $95 million. Third-party pipeline reliability issues in the third quarter negatively impacted the transportation of western crude oil. The company estimates the negative impact on earnings of about $45 million from lower realizations, the effect of which has been reflected in the commodity price factor above.

Net income for the nine months was $1,238 million versus $833 million during the same period last year. Higher crude oil and natural gas commodity prices in 2010 increased revenues, contributing to higher earnings of about $800 million. Earnings were also positively impacted by higher Syncrude volumes, reflecting improved reliability, of about $90 million. These factors were partially offset by the impact of a stronger Canadian dollar of about $265 million and higher royalty costs due to higher commodity prices of about ~~$70 million. Earnings in the second quarter of 2010 also included a gain of about $30 million from the sale of a non-operating real estate property.~~

For the first six months, earnings increased primarily due to the impacts of higher crude oil prices of about $700 million, higher Syncrude volumes of about $150 million and lower refinery and upstream maintenance activities of about $115 million. These factors were partially offset by the unfavourable effects of a higher Canadian dollar of about $260 million, higher royalty costs due to higher commodity prices of about $250 million, and lower overall downstream margins of about $90 million. Earnings in the first half of 2010 also included a gain of about $30 million from the sale of a non-operating real estate property.

Net income in the second quarter was $446 million, $194 million higher than the same period of 2009. Higher crude oil commodity prices in the second quarter of 2010 increased revenues, contributing to higher earnings of about $150 million. Earnings were also positively impacted by higher Syncrude volumes of about $150 million and lower Syncrude maintenance costs of about $30 million. These factors were partially offset by the unfavourable foreign exchange effects of a higher Canadian dollar of about $90 million and higher royalties due to higher commodity prices of about $70 million.

Net income for the first six months was $890 million versus $394 million during the same period last year. Higher crude oil commodity prices in 2010 increased revenues, contributing to higher earnings of about $700 million. Earnings were also positively impacted by higher Syncrude volumes of about $150 million and lower overall maintenance costs of about $50 million. These factors were partially offset by higher royalty costs due to higher commodity prices of about $250 million and the impact of a higher Canadian dollar of about $200$240 million.

The average price of Brent crude oil in U.S. dollars, a common benchmark for world oil markets, was ~~$78.27~~$76.85 a barrel in the ~~second~~third quarter and ~~$77.30~~$77.15 a barrel in the ~~first half~~nine months of 2010, up about 3313 percent and 5035 percent from the corresponding periods last year. The company’s average realizations on sales of Canadian conventional crude oil and synthetic crude oil from Syncrude production also increased. The company’s average bitumen realizations were also higher in the third quarter and in the first nine months of 2010, but by less than the relative increase in light crude oil prices, reflecting a widened price spread between the lighter crude oils and Cold Lake bitumen, attributable to third-party pipeline outages.

Gross production of Cold Lake bitumen averaged ~~140~~139 thousand barrels a day during the ~~second~~third quarter, versus ~~139~~145 thousand barrels in the same quarter last year. For the ~~first six~~nine months, gross production was ~~144~~143 thousand barrels a day this year, compared with ~~143~~144 thousand barrels in the same period of 2009. Lower volumes in both periods in 2010 were due to the cyclic nature of production at Cold Lake.

The company’s share of Syncrude’s gross production in the ~~second~~third quarter was 8166 thousand barrels a day, versus 5178 thousand barrels in the ~~second~~third quarter of 2009. Lower volumes in the third quarter of 2010 were the result of planned maintenance activities, which began in September 2010 and will complete in late October 2010. During the ~~first half~~nine months of the year, the company’s share of gross production from Syncrude averaged 7471 thousand barrels a day, up from 6066 thousand barrels in 2009. Increased production in the ~~second quarter and first half~~nine months of 2010 was due to ~~lower maintenance activities.~~improved operational reliability.

Gross production of conventional crude oil averaged 2422 thousand barrels a day in ~~both~~ the ~~second~~third quarter, ~~and six~~down from 25 thousand barrels in the third quarter of 2009. In the first nine months of ~~2010,~~the year, gross production was 23 thousand barrels a day, compared with 25 thousand barrels in 2009. Planned maintenance activities at the Norman Wells field and ~~was slightly lower when compared to corresponding periods in 2009 due to~~ natural reservoir ~~decline.~~decline were the main contributors to the lower production in both periods.

Gross production of natural gas during the ~~second~~third quarter of 2010 ~~at 289~~was 284 million cubic feet a day, ~~was essentially unchanged~~down slightly from 291 million cubic feet in the same period last year. In the ~~first half~~nine months of the year, gross production was ~~281~~282 million cubic feet a day, down from ~~296~~294 million cubic feet in the ~~first six~~nine months of 2009. The lower production volume was primarily a result of maintenance activities and natural reservoir decline.

The company is currently reconfiguring its Kearl project development plan to include a combination of debottlenecking and expansion to minimize facility requirements and to reduce the plant footprint. The approach will leverage our execution learnings, take advantage of the investments in infrastructure that would not need to be duplicated in the future and will utilize our successful “design one, build many” approach to replicate facilities. The overall production profile and total resource developed at Kearl remain relatively unchanged for the reconfigured project. It is expected that the capital investments’ spending profile of the first phase of the project will be higher based on the adjustments mentioned above.

Net income was ~~$68~~$69 million in the ~~second~~third quarter of 2010, compared with ~~negative $38~~$62 million in the same period a year ago. ~~Favourable impacts~~Improved refinery operations as well as improved sales volumes when compared to the low levels in the third quarter of about $55 million associated with lower refinery maintenance activities and stronger overall margins of about $40 million were the main contributors to higher earnings. Second quarter earnings also benefited from a gain of2009 contributed about $25 million ~~from~~to the ~~sale of a non-operating real estate property.~~earnings increase. These factors were partially offset by ~~the unfavourable foreign exchange effects of a higher Canadian dollar~~lower overall margins of about ~~$25 million.~~$20 million, which included the negative impact of the third-party pipeline outages.

~~Six-month~~Nine-month net income was ~~$107~~$176 million, compared with ~~$164~~$226 million in 2009. Lower earnings were primarily due to lower overall margins of about ~~$90~~$110 million and the unfavourable effects of a ~~higher~~stronger Canadian dollar of about ~~$55~~$60 million. These factors were partially offset by the favourable impacts of about ~~$65~~$75 million associated with improved refinery operations and lower refinery maintenance activities and $35 million gain from sale of non-operating assets.

Net income was ~~$22~~$23 million in the ~~second~~third quarter, ~~$14~~$4 million higher than the same quarter last year. Improved industry margins for polyethylene and intermediate products were partially offset by lower sales volumes for polyethylene ~~products and higher costs due to planned maintenance activities on the Sarnia ethylene cracker. Six-month~~products. Nine-month net income was ~~$21~~$44 million, up ~~$10~~$14 million from the same period in 2009. Improved industry margins were partially offset by lower sales volumes for polyethylene products and higher costs due to planned maintenance activities.

Net income effects were negative ~~$19~~$22 million in the ~~second~~third quarter, compared with ~~negative $13~~$27 million in the same period of 2009. The change in earnings effects was primarily due to changes in share-based compensation charges in the third quarter of 2010. For the ~~six~~nine months of 2010, net income was negative ~~$25~~$47 million, ~~versus~~in line with the negative ~~$71~~$44 million reported last year. ~~The changes in both periods were primarily due to the earnings effects from share-based compensation charges.~~

Cash flow generated from operating activities was ~~$324~~$965 million during the ~~second~~third quarter of 2010, compared with ~~$262~~$698 million in the same period last year. Higher cash flow was primarily driven by ~~higher earnings~~working capital effects partially offset by ~~funding contributions of $295 million to the company’s registered pension plan in the second quarter of 2010.~~lower earnings. Year-to-date cash flow generated from operating activities was ~~$1,238~~$2,203 million, compared with ~~cash flow used in operating activities of $34~~$664 million in the same period last year. Higher cash flow was primarily due to higher ~~earnings. The timing of scheduled income tax payments~~earnings and ~~other~~ working capital effects, ~~also contributed to higher cash flow. The above factors were~~ partially offset by higher 2010 funding contributions to the company’s registered pension ~~plan in 2010.~~plan.

Investing activities used net cash of ~~$797~~$1,113 million in the ~~second~~third quarter, an increase of ~~$318~~$568 million from the corresponding period in 2009. Additions to property, plant and equipment were ~~$851~~$1,147 million in the ~~second~~third quarter, compared with ~~$513~~$554 million during the same quarter 2009. For the Upstream segment, expenditures during the quarter were primarily ~~for advancing~~directed towards the advancement of the Kearl oil sands project. Other investments included development drilling at Cold Lake, exploration drilling at Horn River ~~and~~as well as environmental and other projects at Syncrude. The Downstream segment’s capital expenditures were focused mainly on refinery projects to improve reliability, feedstock flexibility, energy efficiency and air emissions.

Cash from financing activities was $3$135 million in the ~~second~~third quarter, compared with cash used in financing activities of ~~$148~~$85 million in the ~~second~~third quarter of 2009. ~~The company issued additional commercial paper which increased short term debt by $90 million to $199 million at~~In the ~~end of the second~~third quarter, ~~2010. Subsequent to the end of the second quarter, to support the commercial paper program,~~ the company ~~entered into an unsecured committed bank credit facility in the amount of $200~~increased its debt level by $228 million ~~that matures in July 2012.~~by drawing on existing facilities.

In June, the company received approval from the Toronto Stock Exchange for a new normal course issuer bid to replace its existing share-purchase program that expired on June 24, 2010. The new share-purchase program enables the company to repurchase up to about 42 million shares during the period from June 25, 2010, to June 24, 2011, including shares purchased for the company’s employee savings plan, the company’s employee retirement plan and from ExxonMobil. During the ~~second~~third quarter of 2010, the company did not make any share repurchases ~~outside of~~except those to offset the dilutive effects from the exercise of stock ~~options, as cash flow from operations was used to fund growth projects such as Kearl.~~options. The company will continue to evaluate its share-purchase program in the context of its overall capital project activities.

Cash dividends of ~~$85~~$93 million were paid in the ~~second~~third quarter of 2010 compared with dividends of ~~$86~~$85 million in the same period of 2009. ~~On April 28, 2010, the company declared a quarterly dividend of 11 cents a share, an increase of one cent a share from the previous quarter, payable on July 1, 2010.~~ Per-share dividends declared in the first ~~two quarters~~nine months of 2010 totaled ~~$0.21,~~$0.32, up from ~~$0.20~~$0.30 in the same period of 2009.

The above factors led to a decrease in the company’s balance of cash to ~~$64~~$51 million at ~~June~~September 30, 2010, from $513 million at the end of 2009.

Information about market risks for the ~~six~~nine months ended ~~June~~September 30, 2010 does not differ materially from that discussed on ~~pages~~page 23 in the company’s annual report on Form 10-K for the year ended December 31, 2009. Additional discussion of risk is highlighted in Part II, Item 1A, Risk Factors, on page 15 of ~~this~~the Form 10-Q for the quarterly period ended ~~June~~September 30, 2010.

As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and principal financial officer have evaluated the company’s disclosure controls and procedures as of ~~June~~September 30, 2010. Based on that evaluation, these officers have concluded that the company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has not been any change in the company’s internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

Information about risk factors does not differ materially from the discussion found in Item 1A of the company’s Annual Report on Form 10-K for 2009. The company’s activities in deep water oil and gas exploration are ~~currently limited to a 15% interest in one non-operated exploration well in the Orphan basin.~~limited. However, there are operational risks inherent in oil and gas exploration and production activities, as well as the potential to incur substantial financial liabilities if those risks are not effectively managed. The ability to insure such risks is limited by the capacity of the applicable insurance markets, which may not be sufficient to cover the likely cost of a major adverse operating event such as a deepwater well blowout. Accordingly, the company’s primary focus is on prevention, including through our rigorous Operations Integrity Management System. Our future results will depend on the continued effectiveness of these efforts.

Future changes to laws and regulations may have the effect of increasing the cost of, and reducing available opportunities for, offshore exploration and production.

During the period ~~April~~July 1, 2010 to ~~June~~September 30, 2010, the company issued ~~62,949~~11,727 common shares to employees or former employees outside the U.S.A. for $15.50 per share upon the exercise of stock options. These issuances were not registered under theSecurities Act in reliance on Regulation S thereunder.

~~plan and from Exxon Mobil Corporation during the period June 25, 2009 to June 24, 2010. The program ended on June 24, 2010.~~

The company will continue to evaluate its ~~share purchase~~share-purchase program in the context of its overall capital activities.

(31.1) Certification by the principal executive officer of the company pursuant to Rule 13a-14(a).

(31.2) Certification by the principal financial officer of the company pursuant to Rule 13a-14(a).

(32.1) Certification by the chief executive officer and of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

(32.2) Certification by the chief financial officer and of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


CANADA		98-0017682
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)		~~(I.R.S. Employer~~ Identification No.)

237 Fourth Avenue S.W.
Calgary, Alberta, Canada		T2P 3M9
(Address of principal executive offices)		(Postal Code)


Large accelerated filer ü		Accelerated filer
Non-accelerated filer		Smaller reporting company


	PAGE

PART I - Financial Information

Item 1 - Financial Statements.

Consolidated Statement of Income ~~-Six~~- Nine Months ended ~~June~~September 30, 2010 and 2009		3

Consolidated Balance Sheet - as at ~~June~~September 30, 2010 and December 31, 2009		4

Consolidated Statement of Cash Flows - ~~Six~~Nine Months ended ~~June~~September 30, 2010 and 2009		5

Notes to the Consolidated Financial Statements		6

Item 2 - ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.		11

Item 3 - Quantitative and Qualitative Disclosures about Market Risk.	14	13

Item 4 - Controls and Procedures.		14

PART II - Other Information

Item 1A - Risk Factors		15

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.		15

Item 6 ~~-Exhibits.~~- Exhibits.	17	16

SIGNATURES	17	16


Period	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)	(c) Total number of shares (or units) purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
April 2010 (April 1- April 30)	0	N/A	0	41,477,416
May 2010 (May 1 – May 31)	54,699	$40.56	54,699	41,333,989
June 2010 (June 1 – June 30)	8,250	$41.47	8,250	42,363,767


Period	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)	(c) Total number of shares (or units) purchased as part of publicly announced plans or programs	(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 2010 (July 1- July 31)	-	-	-	42,274,061
August 2010 (August 1 - August 31)	-	-	-	42,187,921
September 2010 (Sept 1 - Sept 30)	11,727	$38.3551	11,727	42,089,441


	IMPERIAL OIL LIMITED (Registrant)

Date: ~~August 4,~~November 3, 2010	/s/ Paul J. Masschelin
	(Signature)
	Paul J. Masschelin ~~Senior Vice-President, Finance and~~ ~~Administration and Treasurer~~ ~~(Principal Accounting Officer)~~

~~Date: August 4, 2010~~	~~/s/ Brent A. Latimer~~
	~~(Signature)~~	Senior Vice-President, Finance and
	~~Brent A. Latimer~~ ~~Assistant Secretary~~ Administration and Treasurer
	(Principal Accounting Officer)

Date: November 3, 2010	/s/ Brent A. Latimer
	(Signature)
	Brent A. Latimer
	Assistant Secretary