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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Shell Canada Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

2911

(CUSIP Number)

Michiel Brandjes
Company Secretary
Royal Dutch Shell plc
30, Carel van Bylandtaan
2596 HR The Hague
The Netherlands
+31 70 377 9111

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

Copy to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR
United Kingdom
+44 207 453 1000

March 19, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		2911

NAMES OF REPORTING PERSONS:

Royal Dutch Shell plc

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

None

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

England and Wales

SOLE VOTING POWER:

NUMBER OF

816,005,273 Common Shares

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

816,005,273 Common Shares

WITH

SHARED DISPOSITIVE POWER:

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

816,005,273 Common Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

98.8% of Common Shares

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

HC, CO

Amendment No. 3 to Schedule 13D

This Amendment No. 3 to Schedule 13D (“Amendment No. 2”) amends and supplements Item 4 and Item 7 and restates clauses (a) and (c) of Item 5 of the Schedule 13D filed by Royal Dutch Shell plc (“Royal Dutch Shell”) on October 23, 2006, as amended and supplemented by Amendment No. 1 filed on January 26, 2007, Amendment No. 2 filed on March 19, 2007 and from time to time, (the “Schedule 13D”), in respect of the common shares, no par value, of Shell Canada Limited, a company organized pursuant to the laws of Canada (“Shell Canada”). Capitalized terms used in this Amendment No. 3 but not defined herein have the meanings given to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

Shell Investments announced on April 2, 2007 that as at the expiry time of the extended offer period on March 30, 2007, an additional 75,711,093 common shares in the capital of Shell Canada were validly deposited to the Offer all of the outstanding common shares of Shell Canada not already owned by Shell Investments or its affiliates. Shell Investments has taken up all such common shares deposited to the offer during such period and payment has been or will be made for such common shares on or before Wednesday, April 4, 2007.

As of 8:01 P.M. on March 30, 2007 (Toronto time), Shell Investments’ offer has expired. As the offer was accepted by holders of more than 90% of the common shares of Shell Canada not owned by Shell Investments or its affiliates, Shell Investments will exercise its right under the compulsory acquisition provisions of section 206 of the Canada Business Corporations Act to acquire the outstanding common shares of Shell Canada not already owned by Shell Investments and its affiliates at the same price of C$45.00 per common share, by mailing a formal notice to all remaining Shell Canada shareholders.

Item 5. Interest in Securities of the Issuer

(a) Royal Dutch Shell beneficially owns 816,005,273 common shares of Shell Canada or approximately 98.8% of the common shares of Shell Canada.

(c) On April 2, 2007, Shell Investments announced that it would take up and accept for payment the 75,711,093 common shares of Shell Canada that were validly deposited to the Offer as of March 30, 2007, at a price of C$45.00 cash per common share, pursuant to the terms of the Offer and Circular dated February 8, 2007.

Item 7. Material to Be Filed as Exhibits

The following documents are filed as exhibits:


Exhibit
Number		Exhibit Name

1.		Press release dated April 2, 2007, entitled “Royal Dutch Shell plc updates on extended offer for the minority shares of Shell Canada Limited”.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 2, 2007


ROYAL DUTCH SHELL plc
by	/s/ Michiel Brandjes
	Name:	Michiel Brandjes
	Title:	Company Secretary


Exhibit
Number		Exhibit Name


1.		Press release dated April 2, 2007, entitled “Royal Dutch Shell plc updates on extended offer for the minority shares of Shell Canada Limited”.