Conoco Canada Resources Limited — Capital/Financing Update 2001

Jan 5, 2001

SUBJECT TO COMPLETION, DATED JANUARY 4, 2001

P R O S P E C T U S S U P P L E M E N T (To Prospectus Dated December 4, 2000)

No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. The securities offered hereunder have not been and will not be qualified for sale under the securities laws of Canada and, subject to certain exceptions, may not be offered or sold in Canada.

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US$ Gulf Canada Resources Limited US$ % Notes due 2011

We will pay interest on the % Notes due 2011 (the ‘‘Notes’’), on and on of each year. The first interest payment on the Notes will be made on , 2001. The Notes will be issued only in denominations of U.S.$1,000 and multiples of U.S.$1,000.

We have the option to redeem all or a portion of the Notes at any time at a price based on the present value on the redemption date of the then remaining scheduled payments of principal and interest on the Notes to be redeemed, plus basis points, plus accrued and unpaid interest. The redemption price will in no event be less than 100% of the principal amount of the Notes to be redeemed. In addition, if we become obligated to pay additional amounts as a result of changes to Canadian tax laws or their interpretation, we may redeem all or a portion of the Notes at any time at 100% of principal amount plus accrued and unpaid interest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the United States. Gulf Canada has prepared the financial statements included or incorporated herein in accordance with Canadian generally accepted accounting practices, and they are subject to Canadian auditing and auditor independence standards. Thus, they may not be comparable to the financial statements of United States companies.

You should be aware that the acquisition of the Notes may have tax consequences both in the United States and Canada. This prospectus may not describe these tax consequences fully for investors who are resident in, or citizens of, the United States.

Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely by the fact that Gulf Canada is incorporated or organized under the laws of Canada, most of its officers and directors are residents of Canada, some of the experts and underwriters named in this prospectus supplement are residents of Canada, and all or a substantial portion of the assets of Gulf Canada and its officers, directors and experts are located outside the United States.

The Notes have not been qualified for sale under the securities laws of any province or territory of Canada and are not being and may not be offered or sold in Canada in contravention of the securities laws of any province or territory of Canada.

Public Offering Price Underwriting Discount Proceeds to Gulf Canada (before expenses) Interest on the Notes will accrue from to date of delivery.	Per Note % % %	Total
		U.S.$ U.S.$ U.S.$

The underwriters are offering the Notes subject to various conditions. The underwriters expect to deliver the Notes to purchasers on or about January , 2001. Salomon Smith Barney Goldman, Sachs & Co. Merrill Lynch & Co.

BMO Nesbitt Burns

Banc of America Securities LLC

ABN AMRO Incorporated

January , 2001

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes being offered. The second part, the base prospectus, gives more general information, some of which may not apply to the Notes being offered. The accompanying base prospectus is referred to as the ‘‘prospectus’’ in this prospectus supplement.

If the description of the Notes varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of the Notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of this prospectus supplement.

TABLE OF CONTENTS

TABLE OF CONTENTS
	Page
Prospectus Supplement
Exchange Rate Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-3
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-3
Gulf Canada Resources Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-5
Pro Forma Interest and Asset Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-5
Consolidated Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-7
Credit Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-8
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-8
Certain Income Tax Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-11
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-14
Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-15

Prospectus

Prospectus
Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Definitions and Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Gulf Canada Resources Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Selected Operating and Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Interest and Asset Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Credit Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Certain Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Validity of the Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Documents Filed as Part of the U.S. Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Appendix ‘‘A’’ Gulf Canada Resources Limited Pro Forma Consolidated Financial Statements . . .	A-1
Appendix ‘‘B’’ Crestar Energy Inc. Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . .	B-1

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EXCHANGE RATE DATA

We publish our consolidated financial statements in Canadian dollars. In this prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and references to dollars, ‘‘Cdn.$’’ or ‘‘$’’ are to Canadian dollars and references to ‘‘U.S.$’’ are to United States dollars.

The following table sets forth certain exchange rates based on the noon buying rate in The City of New York for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York (the ‘‘noon buying rate’’). These rates are set forth as United States dollars per Cdn.$1.00 and are the inverse of rates quoted by the Federal Reserve Bank of New York for Canadian dollars per U.S.$1.00. On January 3, 2001, the inverse of the noon buying rate was U.S.$0.6675 equals Cdn.$1.00.

High . . . . . . . . . . . . . . . . . . . . . . . . . . Low . . . . . . . . . . . . . . . . . . . . . . . . . . . Average(1) . . . . . . . . . . . . . . . . . . . . . . Period End . . . . . . . . . . . . . . . . . . . . .	Nine Months Ended September 30,	Nine Months Ended September 30,		Year Ended December 31,	Year Ended December 31,	Year Ended December 31,
	2000	1999	1999	1998	1997	1996	1995
	0.6944 0.6629 0.6793 0.6636	0.6893 0.6536 0.6710 0.6805	0.6917 0.6463 0.6731 0.6883	0.7105 0.6341 0.6504 0.6715	0.7487 0.6945 0.7197 0.6999	0.7513 0.7235 0.7329 0.7301	0.7527 0.7023 0.7305 0.7323

Note:

• (1) The average of the inverse of the noon buying rate on the last day of each month during the applicable period.

FORWARD LOOKING STATEMENTS

This prospectus supplement contains or incorporates by reference forward looking statements. All statements other than statements of historical fact, included or incorporated by reference in this prospectus supplement that address activities, events or developments that we expect or anticipate may or will occur in the future are forward looking statements, and indicate such things as:

• oil and gas reserve quantities and the discounted present value of these reserves;

• the amount and nature of our capital expenditures;

• plans for drilling wells;

• timing and amount of future production and operating costs;

• business strategies and plans of management; and

• prospect development and acquisitions.

Such forward looking statements are subject to risks, uncertainties and other factors, many of which are beyond our control, including:

• the impact of general economic conditions;

• industry conditions, including fluctuations in the price of oil and natural gas, royalties payable in respect of our oil and gas production and governmental regulation of the oil and gas industry, including environmental regulation;

• uncertainty of estimates of oil and natural gas reserves, impact of competition, availability and cost of seismic, drilling and other equipment;

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• operating hazards and other difficulties inherent in the exploration for and production and sale of oil and natural gas;

• fluctuations in foreign exchange or interest rates;

• the timing and success of integrating the business and operations of Crestar; and

• political instability and other risks of international operations.

These and additional factors are described in more detail in our management’s discussion and analysis contained in our Annual Report for the year ended December 31, 1999 and in our Annual Information Form dated March 28, 2000 filed with the securities commissions or similar authorities in the provinces of Canada as well as our report on Form 40-F filed with the SEC. Our actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, we will derive therefrom. You should also carefully consider the matters discussed under ‘‘Risk Factors’’ in the accompanying prospectus.

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GULF CANADA RESOURCES LIMITED

We are a Canadian-based independent energy company engaged in the exploration for and the development and production of oil, natural gas and natural gas liquids. Our primary operations are based in western Canada. In addition, we have international operations in Indonesia and the Netherlands, as well as an exploration discovery in Algeria. With our recent acquisition of Crestar Energy Inc., we have materially increased our Canadian reserves and production and added operations in Ecuador. On January 1, 2001, we amalgamated Gulf Canada and Crestar. On January 2, 2001, we transferred certain western Canadian assets to a wholly-owned partnership which partnership guaranteed our U.S.$230 million of senior notes originally issued by Crestar. See ‘‘Description of Debt Securities—Ranking and Other Indebtedness’’ and ‘‘Risk Factors—Priority of Crestar Private Notes; Consequences of Holding Company Structure’’ in the accompanying prospectus.

USE OF PROCEEDS

We estimate that the net proceeds from this offering of Notes will be approximately U.S.$ million after deduction of estimated expenses of the offering of U.S.$600,000 and the underwriting discount. We will use approximately U.S.$285 million of the net proceeds to redeem in full on February 5, 2001 our remaining 9.25% subordinated debentures which were called for redemption by us on December 27, 2000 and we will use the balance for general corporate purposes.

The underwriters are affiliated with entities which are agents for and members of syndicates of lenders to Gulf Canada and Crestar. See ‘‘Underwriting’’.

PRO FORMA INTEREST AND ASSET COVERAGE

The following pro forma interest and asset coverage ratios have been prepared in accordance with Canadian securities requirements and are included in this prospectus supplement in accordance with Canadian disclosure requirements.

The ratios are calculated on a consolidated basis as at December 31, 1999 and September 30, 2000 (in the case of asset coverage) and for the twelve-month periods then ended (in the case of interest coverage), and are based on audited and unaudited financial information of Gulf Canada and Crestar. In each case, the ratios have been calculated after giving effect to our acquisition of Crestar, the issuance of the Notes, and the application of a portion of the estimated net proceeds to repay debt as discussed under ‘‘Use of Proceeds’’ as if repayments had occurred at the beginning of the respective periods. The pro forma interest and asset coverage ratios set forth below do not purport to be indicative of the actual interest and asset coverage ratios that would have occurred if each of the foregoing events had actually occurred on the foregoing dates, nor to be indicative of interest and asset coverage ratios for any future periods. See Appendix ‘‘A’’ Gulf Canada Resources Limited Pro Forma Consolidated Financial Statements to the accompanying prospectus.

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Pro Forma(4) Pro Forma(5) December 31, 1999 September 30, 2000

Interest coverage on long-term debt:

• Earnings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash flow from operations(2) . . . . . . . . . . . . . . . . . . . . . . . . . .

Net asset coverage on long-term debt:(3)

Before deduction of future income taxes . . . . . . . . . . . . . . . . . .

After deduction of future income taxes . . . . . . . . . . . . . . . . . . .

Notes:

• (1) Interest coverage on long-term debt on an earnings basis is equal to earnings before interest on long-term debt and income taxes divided by interest on long-term debt. Earnings were insufficient to cover interest on long-term debt for the year ended December 31, 1999 to the extent of $ million.

• (2) Interest coverage on long-term debt on a cash flow from operations basis is equal to cash flow from operations before interest on long-term debt and cash income taxes divided by interest on long-term debt.

• (3) Net asset coverage on long-term debt is equal to total assets less current liabilities divided by long-term debt.

• (4) The pro forma consolidated statements of earnings and cash flows for the twelve months ended December 31, 1999 used in the pro forma interest coverage on long-term debt ratios at December 31, 1999 and the asset and liability amounts used in the pro forma net asset coverage on long-term debt ratios as at December 31, 1999 are based on the audited consolidated financial statements of Gulf Canada and Crestar for the twelve months ended December 31, 1999 and assume the acquisition of Crestar occurred at the beginning of the period (in the case of the interest coverage ratio) and at December 31, 1999 (in the case of the net asset coverage ratio).

• (5) The pro forma consolidated statements of earnings and cash flows for the twelve months ended September 30, 2000 used in the pro forma interest coverage on long-term debt ratios at September 30, 2000 and the asset and liability amounts used in the pro forma net asset coverage on long-term debt ratios as at September 30, 2000 are based on the unaudited consolidated financial statements of Gulf Canada and Crestar for the twelve months ended September 30, 2000 and assume the acquisition of Crestar occurred at the beginning of the period (in the case of the interest coverage ratio) and at September 30, 2000 (in the case of the net asset coverage ratio).

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CONSOLIDATED CAPITALIZATION

The following table sets forth as at September 30, 2000 (1) our actual consolidated capitalization, (2) our pro forma consolidated capitalization assuming the acquisition of Crestar and (3) our pro forma consolidated capitalization as adjusted to give effect to the issuance of the Notes offered hereby and the application of the net proceeds as described above in ‘‘Use of Proceeds’’. The table should be read in conjunction with the unaudited pro forma consolidated financial statements included in the accompanying prospectus. See Appendix ‘‘A’’ Gulf Canada Resources Limited Pro Forma Consolidated Financial Statements to the accompanying prospectus.

Cash and short-term investments(1) . . . . . . . . . . . . . . . . . . . Long-term debt(2) Gulf Canada Resources Limited Bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior notes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes offered hereby(3) . . . . . . . . . . . . . . . . . . . . . . . . Subordinated notes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . Gulf Indonesia Resources Limited Corridor project financing(3) . . . . . . . . . . . . . . . . . . . . . Crestar Energy Inc. Bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior notes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity Preferred shares(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share capital(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributed surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		As at September 30, 2000	As at September 30, 2000	As at September 30, 2000
	Gulf Canada Actual $ 336 56 1,012 — 724 261 — — — 2,053 236 577 1,755 35 (682) (21) 1,664 $3,953	Pro forma for the Pro forma, as acquisition of adjusted for this Crestar offering (unaudited) (millions of dollars) $ 332 $ 194 194 1,012 1,012 — 724 300 261 261 201 201 347 347 100 100 2,839 236 236 577 577 3,024 3,024 35 35 (682) (682) (21) (21) 2,933 2,933 $6,008	Pro forma, as adjusted for this offering
				$ 194 1,012 300 261 201 347 100 236 577 3,024 35 (682) (21) 2,933

Notes:

• (1) Includes cash restricted in use of $182 million net of short-term debt of $4 million.

• (2) Long-term debt includes the current portion of long-term debt.

• (3) Debt is denominated in U.S. dollars and converted to Canadian dollars for purposes of this table.

• (4) The number of Gulf Canada senior preference shares outstanding at September 30, 2000 was 85,504,557 Series 1 and 300 Series 2.

• (5) As of September 30, 2000, Gulf Canada had outstanding 355,629,734 ordinary shares and options to acquire 17,940,225 ordinary shares. After our acquisition of Crestar, we had outstanding 539,304,895 ordinary shares and options to acquire 23,906,295 ordinary shares.

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CREDIT RATING

The following table lists the credit ratings that the major U.S. and Canadian credit agencies have assigned to our Notes:

Moody’s Investors Services, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standard & Poor’s Rating Services . . . . . . . . . . . . . . . . . . . . . . . . . . . Dominion Bond Rating Service Limited . . . . . . . . . . . . . . . . . . . . . . .	Credit Rating
	Baa3 BBB� BBB (low)

The foregoing credit ratings should be read in conjunction with the discussion under ‘‘Credit Rating’’ in the accompanying prospectus.

DESCRIPTION OF THE NOTES

The following description of the terms of the Notes supplements, and to the extent inconsistent therewith, replaces, the description set forth under ‘‘Description of Debt Securities’’ in the accompanying prospectus and should be read in conjunction with such description.

General

The Notes will be our direct unsecured obligations and will rank equally and rateably with all of our other unsubordinated and unsecured indebtedness.

Payment of the principal, premium, if any, and interest on the Notes will be made in United States dollars.

The provisions of the indenture relating to the payment of additional amounts in respect of Canadian withholding taxes in certain circumstances (described under the caption ‘‘Description of Debt Securities—Additional Amounts’’ in the accompanying prospectus) and the provisions of the indenture relating to the redemption of debt securities in the event of specified changes in Canadian withholding tax law on or after the date of this prospectus supplement (described under the caption ‘‘Description of Debt Securities—Additional Amounts’’ in the accompanying prospectus) will apply to the Notes.

The provisions of the indenture relating to covenants (described under the caption ‘‘Description of Debt Securities—Covenants’’ in the accompanying prospectus) and to events of default (described under the caption ‘‘Description of Debt Securities—Events of Default’’ in the accompanying prospectus) will apply to the Notes.

The Notes will be limited to an aggregate principal amount of U.S.$ and will mature on . The Notes will bear interest at the rate of % per annum from , or from the most recent date to which interest has been paid or provided for, payable semi-annually on and of each year, commencing 2001, to the persons in whose names the Notes are registered at the close of business on the preceding or , respectively.

Optional Redemption

The Notes will be redeemable, in whole or in part, at our option at any time at a redemption price equal to the greater of:

• (1) 100% of the principal amount of the Notes; or

• (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes (not including any portion of the payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate,

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plus basis points, plus, in either case, accrued and unpaid interest thereon to the date of redemption.

‘‘Adjusted Treasury Rate’’ means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.

‘‘Comparable Treasury Issue’’ means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining-term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining-term of the Notes.

‘‘Comparable Treasury Price’’ means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for the redemption date.

‘‘Quotation Agent’’ means the Reference Treasury Dealer appointed by the trustee after consultation with Gulf Canada.

‘‘Reference Treasury Dealer’’ means (1) Salomon Smith Barney Inc. or its successor; provided, however, that if it shall cease to be a primary U.S. Government securities dealer in New York City (a ‘‘Primary Treasury Dealer’’), Gulf Canada shall substitute for it another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the trustee after consultation with Gulf Canada.

‘‘Reference Treasury Dealer Quotations’’ means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Reference Treasury Dealer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed.

Unless Gulf Canada defaults in payment of the redemption price, on or after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption.

Book-Entry System

The Depository Trust Company (the ‘‘Depository’’) will act as securities depository for the Notes. The Notes will be issued as fully registered notes registered in the name of Cede & Co. (the Depository’s nominee). One or more fully registered global Notes (the ‘‘Global Notes’’) will be issued for the Notes, in the aggregate principal amount of the Notes, and will be deposited with the Depository. The provisions set forth under ‘‘Description of Debt Securities—Global Securities’’ in the accompanying prospectus will be applicable to the Notes.

The following is based on information furnished by the Depository:

The Depository is a limited-purpose trust company organized under the New York Banking Law, a ‘‘banking organization’’ within the meaning of the New York Banking Law, a member of the Federal Reserve System, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the United States Securities Exchange Act of 1934. The Depository also facilitates the settlement among participants of debentures transactions, such as transfers and pledges, in deposited debentures through electronic computerized book-entry charges in participants’ accounts, thereby eliminating the need for physical movement of debentures certificates. Direct participants (‘‘Direct Participants’’) include:

• brokers and dealers;

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• banks;

• trust companies;

• clearing corporations; and

• certain other organizations.

The Depository is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the Depository’s system is also available to others such as brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (‘‘Indirect Participants’’). The rules applicable to the Depository and its participants are on file with the SEC.

Purchases of Notes under the Depository’s system must be made by or through Direct Participants, which will receive a credit for the Notes on the Depository’s records. The ownership interest of each actual purchaser of Notes represented by the Global Notes (a ‘‘Beneficial Owner’’) is in turn to be recorded on the Direct and Indirect Participant’s records. Beneficial Owners will not receive written confirmation from the Depository of their purchases but Beneficial Owners are expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Global Notes representing the Notes are to be accomplished by entries made on the books of participants acting on behalf of Beneficial Owners. Beneficial Owners of the Global Notes representing Notes will not receive Notes in definitive form representing their ownership interests, except in the event that use of the book-entry system for the Notes is discontinued or upon the occurrence of certain other events described in the accompanying prospectus.

To facilitate subsequent transfers, the Global Notes representing Notes which are deposited with the Depository are registered in the name of the Depository’s nominee, Cede & Co. The deposit of the Global Notes with the Depository and its registration in the name of Cede & Co. effect no change in beneficial ownership. The Depository has no knowledge of the actual Beneficial Owners of the Global Notes representing the Notes. The Depository’s records reflect only the identity of the Direct Participants to whose accounts the Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depository to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Depository nor Cede & Co. will consent or vote with respect to the Global Notes representing the Notes. Under its usual procedures, the Depository mails an omnibus proxy (an ‘‘Omnibus Proxy’’) to us as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the Global Notes representing the Notes will be made to the Depository. The Depository’s practice is to credit Direct Participants’ accounts on the applicable payment date in accordance with their respective holdings shown on the Depository’s records unless the Depository has reason to believe that it will not receive payment on that date. Payments by participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case

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with Notes held for the account of customers in bearer form or registered in ‘‘street name’’, and will be the responsibility of the participant and not of the Depository, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to the Depository is our responsibility or the responsibility of the trustee, disbursement of these payments to Direct Participants is the responsibility of the Depository, and disbursement of these payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. Neither we nor the trustee will have any responsibility or liability for disbursements of payments in respect of ownership interest in the Notes by the Depository or the Direct or Indirect Participants or for maintaining or reviewing any records of the Depository or the Direct or Indirect Participants relating to ownership interests in the Notes or the disbursement of payments in respect of the Notes.

The Depository may discontinue providing its services as depository with respect to the Notes at any time by giving reasonable notice to us or the trustee. Under these circumstances, and in the event that a successor depository is not obtained, Notes in definitive form are required to be printed and delivered. We may decide to discontinue use of the system of book-entry transfers through the Depository (or a successor depository). In that event, Notes in definitive form will be printed and delivered.

The information in this section concerning the Depository and the Depository’s system has been obtained from sources that we believe to be reliable, but is subject to any changes to the arrangements between us and the Depository and any changes to these procedures that may be instituted unilaterally by the Depository.

CERTAIN INCOME TAX INFORMATION

The following summary is of a general nature only and is not intended to be, and should not be construed to be, legal or tax advice to any prospective investor and no representation with respect to the tax consequences to any particular investor is made. Accordingly, prospective investors should consult with their own tax advisers for advice with respect to the income tax consequences to them having regard to their own particular circumstances, including any consequences of an investment in the Notes arising under state, provincial or local tax laws in the United States or Canada or tax laws of jurisdictions outside the United States or Canada.

Certain Canadian Federal Income Tax Considerations

In the opinion of Donahue Ernst & Young LLP, Canadian tax counsel for Gulf Canada, the following is, as of the date hereof, a fair and adequate summary of the principal Canadian federal income tax consequences to an initial purchaser of the Notes who, for purposes of the Income Tax Act (Canada) (the ‘‘Tax Act’’), deals with Gulf Canada at arm’s length, and is not deemed to be resident in Canada (a ‘‘Non-Resident Holder’’). This summary is based on the current provisions of the Tax Act and the regulations thereunder, counsel’s understanding of the current published administrative practices of Canada Customs and Revenue Agency, and all specific proposals to amend the Tax Act and the regulations announced by the Minister of Finance prior to the date hereof. This summary does not otherwise take into account or anticipate changes in the law, whether by judicial, governmental or legislative decisions or action, nor does it take into account tax legislation or considerations of any province or territory of Canada or any jurisdiction other than Canada.

The payment by Gulf Canada of interest or principal on the Notes to a Non-Resident Holder will be exempt from Canadian withholding tax.

No other taxes on income (including taxable capital gains) will be payable under the Tax Act in respect of the holding, redemption or disposition of the Notes or the receipt of interest thereon by Non-Resident Holders who do not use or hold and are not deemed by such laws to use or hold the Notes in carrying on business in Canada for the purposes of the Tax Act, except that in certain

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circumstances Non-Resident Holders who are non-resident insurers carrying on an insurance business in Canada and elsewhere may be subject to such taxes.

Certain U.S. Federal Income Tax Considerations

In the opinion of Haynes and Boone, LLP, U.S. counsel for Gulf Canada, the following is a summary of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of a Note to an initial purchaser thereof who is a U.S. holder (as defined below) and who will hold the Note as a ‘‘capital asset’’ within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’). This summary is intended for general information only and does not address all potentially relevant federal income tax matters applicable to any specific beneficial owner. For example, this summary does not address the tax consequences to persons subject to special provisions of the Code including, without limitation, financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, dealers in securities or foreign currencies, holders holding Notes as a hedge against currency risks, as a part of the straddle with other investments or as a part of a ‘‘conversion transaction’’ within the meaning of Section 1258 of the Code, holders of 10% or more of the voting shares of Gulf Canada, non-resident individuals, foreign entities and holders with a functional currency other than the U.S. dollar. In addition, this summary does not address tax consequences applicable to subsequent purchasers of the Notes. This discussion also does not cover U.S. federal alternative minimum tax consequences, U.S. federal estate tax consequences or any state, local or foreign tax consequences. This summary is based on tax laws of the United States, including the Code, regulations, rulings and decisions in effect on the date hereof, all of which are subject to differing interpretation and change possibly with retroactive effect.

As used in this discussion, a ‘‘U.S. holder’’ means a beneficial owner of the Notes who or which is (i) a citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation created or organized under the laws of the United States or any state or political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source, (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (v) otherwise subject to U.S. federal income tax on a net income basis in respect of the Notes.

The Notes are not expected to be issued with original issue discount for U.S. federal income tax purposes. Interest (including Additional Amounts) on a Note generally will be taxable to a U.S. holder as ordinary income at the time it is received or accrued, depending on the holder’s method of accounting for tax purposes. Interest paid on the Notes constitutes income from sources outside the United States. Prospective purchasers should consult their tax advisors concerning the applicability of the foreign tax credit and source of income rules to income attributable to the Notes.

Upon the sale, exchange, retirement or redemption of a Note, a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on such sale, exchange, retirement or redemption (other than amounts received that are attributable to accrued interest not previously included in income, which amounts will be taxable as ordinary income) and such U.S. holder’s adjusted tax basis in the Note. The U.S. holder’s adjusted tax basis in the Note will generally be equal to the holder’s cost for the Note, less any principal payments received. Such gain or loss generally will constitute capital gain or loss from sources within the United States, and will be long-term capital gain or loss if the Note was held by such U.S. holder for more than one year. Longterm capital gains of U.S. holders other than corporations generally are taxable at a maximum federal tax rate of 20%. The deductibility of capital losses by U.S. holders is subject to limitation.

Any withholding tax imposed by Canada on either interest or Additional Amounts paid with respect to a Note, or on any gain from the sale, exchange, retirement or redemption of a Note, will be

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treated as a foreign tax which may entitle a U.S. holder, upon election, to a credit against the holder’s U.S. federal income tax liability, subject to limitations and conditions with respect to foreign tax credits set forth in the Code. Alternatively, a U.S. holder may deduct such taxes in computing the holder’s U.S. federal income tax liability. The calculation and availability of a tax credit or deduction for foreign taxes involve the application of complex rules that depend upon the holder’s particular circumstances. U.S. holders should consult their own tax advisors with respect to the availability and calculation of such credit or deduction.

Payments of principal and interest on, and the proceeds of sale or other disposition of, the Notes by a U.S. paying agent or other U.S. intermediary will be reported to the U.S. Internal Revenue Service and to the U.S. holder as may be required under applicable regulations. Backup withholding at a rate of 31% may apply to these payments if the U.S. holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its U.S. federal income tax returns. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining an exemption. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder generally will be allowed as a credit against federal income tax of such U.S. holder and may entitle the U.S. holder to a tax refund, provided the required information is furnished to the Internal Revenue Service.

Prospective purchasers of the Notes are urged to consult with their own tax advisors concerning the specific U.S. federal income tax consequences to them of acquiring, owning and disposing of a Note, as well as the application of state, local and foreign income and other tax laws.

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UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement dated January , 2001, each underwriter named below has severally agreed to purchase, and we have agreed to sell to such underwriter, the respective principal amount of Notes set forth opposite the name of such underwriter.

Name	Principal Amount of the Notes
Salomon Smith Barney Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . . . . . . . . . . . . . . BMO Nesbitt Burns Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banc of America Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ABN AMRO Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	U.S.$
	U.S.$

The underwriting agreement provides that the obligations of the several underwriters to purchase the Notes included in this offering are subject to approval of certain legal matters by counsel and to certain other conditions. The underwriters are obligated to purchase all of the Notes if they purchase any of the Notes.

The underwriters for whom Salomon Smith Barney Inc. and Goldman, Sachs & Co. are acting as representatives (the ‘‘Representatives’’) propose to offer some of the Notes directly to the public at the public offering price set forth on the cover page of this prospectus supplement and some of the Notes to certain dealers at the public offering price less a commission of % of the principal amount of the Notes. The underwriters may allow, and such dealers may reallow, a commission not in excess of

% of the principal amount of the Notes on sales to certain other dealers. After the initial offering of the Notes to the public, the public offering price and such concessions may be changed by the Representatives.

In connection with this offering, the Representatives, on behalf of the underwriters, may purchase and sell the Notes in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of the Notes in excess of the principal amount of the Notes to be purchased by the underwriters in this offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of the Notes made for the purpose of preventing or retarding a decline in the market price of the Notes while this offering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling commission from a syndicate member when the Representatives, in covering syndicate short positions or making stabilizing purchases, repurchase Notes originally sold by that syndicate member.

Any of these activities may cause the price of the Notes to be higher than the price that otherwise would exist in the open market in the absence of such transactions. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

We estimate that our total expense for this offering, excluding the underwriting discount, will be approximately U.S.$600,000.

Certain of the underwriters and their associates and affiliates have lending relationships with, engage in other transactions with and/or perform services (including commercial and investment

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banking services) for, us in the ordinary course of business. Certain of the underwriters are affiliated with entities that are agents for and members of syndicates of lenders which made available revolving and term facilities to us. As of September 30, 2000, we owed an aggregate of approximately U.S.$4,715,000 to affiliates of the underwriters under the 9.25% subordinated debentures which were called for redemption by us on December 27, 2000. We are in compliance in all material respects with the terms of the agreements governing such facilities and debentures.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

The Notes will not be qualified for sale under the securities laws of Canada or any province or territory of Canada and may not be, directly or indirectly, offered, sold or delivered in Canada or to residents of Canada in contravention of the securities laws of any province or territory of Canada. Each underwriter has agreed that it will not, directly or indirectly, offer, sell or deliver any Notes purchased by it in Canada or to residents of Canada in contravention of the securities laws of any province or territory of Canada, and that any sub-underwriting, banking group or selling agreement or similar arrangement with respect to the Notes that may be entered into by such underwriter will include a comparable provision.

VALIDITY OF THE NOTES

The validity of the Notes will be passed upon for us by Bennett Jones LLP, Calgary, Alberta, and by Haynes and Boone, LLP, and for the underwriters by Vinson & Elkins L.L.P., Houston, Texas. As to all matters of Canadian federal and Alberta law, Haynes and Boone, LLP and Vinson & Elkins L.L.P. may rely upon the opinion of Bennett Jones LLP. As to all matters of United States federal and New York law, Bennett Jones LLP may rely upon the opinion of Haynes and Boone, LLP. The matters referred to under ‘‘Certain Income Tax Information—Certain Canadian Federal Income Tax Considerations’’ will be passed upon at the time of closing on our behalf by Donahue Ernst & Young LLP. The matters referred to under ‘‘Certain Income Tax Information—Certain U.S. Federal Income Tax Considerations’’ will be passed upon at the time of closing on our behalf by Haynes and Boone, LLP.

Mr. Walter B. O’Donoghue, one of our directors, is a partner of Bennett Jones LLP. The partners and associates of Bennett Jones LLP, Haynes and Boone, LLP and Donahue Ernst & Young LLP as a group beneficially own, directly or indirectly, less than one percent of our outstanding securities.

Vinson & Elkins L.L.P. from time to time provides us with legal services not related to the Notes.

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US$

Gulf Canada Resources Limited

US$ % Notes due 2011

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P R O S P E C T U S S U P P L E M E N T

January 4, 2001

Salomon Smith Barney Goldman, Sachs & Co. Merrill Lynch & Co. BMO Nesbitt Burns Banc of America Securities LLC ABN AMRO Incorporated