6-K

FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Date:  May 5, 2005

TALISMAN ENERGY INC.

Commission File No. 1-6665

[Translation of registrant's name into English]

3400, 888 - 3rd Street S.W.,

 Calgary, Alberta, Canada, T2P 5C5

[Address of principal executive offices]

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F                   Form 40-F

X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______________.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

[   ]

No

[√ ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 -                 .

This Report on Form 6-K incorporates by reference the exhibit attached hereto which was filed by Talisman Energy Inc. with the Canadian Securities Commissions (the “Commissions”) on the date specified in the exhibit list.

Exhibit

Title

1

Cover Letter to the Alberta Securities Commission filing the Shareholder Rights Plan Amendment Agreement made as of May 3, 2005; and

2

Shareholder Rights Plan Amendment Agreement dated May 3, 2005.

SIGNATURES

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

TALISMAN ENERGY INC.

[Registrant]

Date:  May 5, 2005

By:     CHRISTINE D. LEE

Christine D. Lee

Assistant Corporate Secretary

EX-1

TALISMAN ENERGY INC.

Suite 3400, 888 - 3rd Street S.W.

Calgary, Alberta  T2P 5C5

Christine D. Lee, Assistant Secretary

Tel:  (403)237-1184

Fax:  (403)231-3633

File No.:  7-3-2-2-8-11

May 5, 2005

Alberta Securities Commission

4^th Floor, 300 Fifth Avenue S.W.
Calgary, Alberta   T2P 3C4

Dear Sirs/Madams:

Re:

TALISMAN ENERGY INC. (the “Corporation”)
Part 12 of NI 51-102 – Material Contracts

In accordance with Part 12 of NI 51-102 we enclose the Shareholder Rights Plan Amendment Agreement dated as of May 3, 2005 ("Rights Plan Amendment").  The Rights Plan Amendment amends the shareholder rights plan agreement dated March 3, 1999 and amended and restated as of May 1, 2002 (the "Rights Agreement").  The Rights Agreement was filed on SEDAR under project #00749187 on March 14, 2005.

Yours truly,

TALISMAN ENERGY INC.

“Christine D. Lee”

CHRISTINE D. LEE

Enclosures

# of 1

EX-2

SHAREHOLDER RIGHTS PLAN

AMENDMENT AGREEMENT

This agreement ("Rights Plan Amendment"), dated as of May 3, 2005, is made between Talisman Energy Inc. (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the "Rights Agent");

WHEREAS the Corporation and the Rights Agent are parties to a shareholder rights plan agreement dated as of March 3, 1999 and amended and restated as of May 1, 2002 (the "Rights Agreement"), which established a shareholder rights plan for the Corporation;

AND WHEREAS the Board of Directors of the Corporation has determined it advisable to amend the Rights Agreement as set forth herein, and such amendment has been approved by the shareholders of the Corporation in accordance with the Rights Agreement;

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein, the Corporation and the Rights Agent hereby amend the Rights Agreement as follows:

1.

Interpretation

This Rights Plan Amendment is supplemental to and shall form one agreement with the Rights Agreement, and the Rights Agreement and this Rights Plan Amendment shall be read together and have effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument.

2.

Amendment

The Rights Agreement is hereby amended as follows:

(a)

the definition of "Expiration Time" in subsection 1.1(w) is amended by changing the reference to "2005" contained therein to "2008";

(b)

the definition of "Exercise Price" in subsection 1.1(u) is amended so that the price specified therein is $200.00.

For greater certainty, the price specified in paragraph (b) above shall be the Exercise Price from and after the date of this Rights Plan Amendment and shall be subject to adjustment from and after the date hereof as set forth in the Rights Agreement.

1.

Confirmation

The parties hereto hereby acknowledge and confirm that, except as specifically amended by the provisions of this Rights Plan Amendment, all of the terms and conditions contained in the Rights Agreement are and shall remain in full force and effect, unamended, in accordance with the provisions thereof.

2.

Execution in Counterpart

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

TALISMAN ENERGY INC.

By:

(signed) "James W. Buckee"     

By:

(signed) "M. Jacqueline Sheppard"

COMPUTERSHARE TRUST COMPANY

OF CANADA

By:

(signed) "Nazim Nathoo"

By:

(signed) "Stephen Bandola"

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