As filed with the Securities and Exchange Commission on November 4, 2002

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------


                                  PETRO-CANADA
             (Exact name of registrant as specified in its charter)


           Canada                                     Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                              150  6th Avenue S.W.
                                Calgary, Alberta
                                Canada T2P 3E3
                    (Address of principal executive offices)



                      Petro-Canada Employee Stock Option Plan
                             (Full title of the Plan)
                            ------------------------


                              CT Corporation System
                               111 Eighth Avenue
                              New York, NY  10011
                                (212) 894-8940
                      (Name, address, including zip code,
                   and telephone number, including area code,
                              of agent for service)


                                    Copy to:

                              Marilyn Mooney, Esq.
                           Fulbright & Jaworski L.L.P.
                            801 Pennsylvania Ave., NW
                             Washington, DC  20004
                                 (202) 662-0200
                              (202) 662-4643 (fax)





<PAGE>


<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------
Title of Securities   Amount of Shares to   Proposed Maximum    Proposed Maximum      Amount of
                       to be Registered     Offering Price     Aggregate Offering    Registration
                                               Per Share            Price (1)            Fee
-------------------------------------------------------------------------------------------------
<\CAPTION>
<S>                                                                 <C>                  <C>>
Common Shares,                                                      $2,000,000           $184
   no par value
-------------------------------------------------------------------------------------------------


(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(o) under the Securities Act of 1933.

</TABLE>


<PAGE>


                                     PART I

Item 1. Plan Information.

     Not required to be filed with this registration statement; being separately
provided to plan participants as specified by Rule 428(b)(1).

Item 2. Registration Information and Employee Plan Annual Information.

     Not required to be filed with this registration statement; being separately
provided to plan participants as specified by Rule 428(b)(1).


                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
by Petro-Canada, a corporation organized pursuant to the laws of Canada, are
incorporated in this registration statement by reference:

     (a)  Petro-Canada's Annual Report on Form 40-F for the fiscal year ended
          December 31, 2001, filed with the SEC on March 27, 2002;

     (b)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on February 1, 2002;

     (c)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on March 27, 2002;

     (d)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on May 8, 2002;

     (e)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on August 12, 2002; and

     (f)  the description of the common shares of Petro-Canada contained in
          Petro-Canada's Registration Statement on Form 40-F, filed with the
          SEC on September 6, 1995.

     All documents subsequently filed by Petro-Canada pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents.  Any statement
Contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which is also or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

     The consolidated financial statements included in the Annual Report on Form
40-F incorporated herein by reference were audited by Arthur Andersen LLP.
After reasonable efforts, Petro-Canada has been unable to obtain the consent of
Arthur Andersen LLP to the incorporation by reference of its audit report dated
January 31, 2002 into this registration statement.  Under these circumstances,
Rule 437a under the Securities Act of 1933 permits Petro-Canada to file this
registration statement without a written consent from Arthur Andersen LLP.  The
absence of such consent may limit recovery by investors on certain claims.  In
particular, and without limitation, investors will not be able to assert claims
against Arthur Andersen LLP under Section 11 of the Securities Act of 1933.  In
addition, the ability of Arthur Andersen LLP to satisfy any claims (including
claims arising from Arthur Andersen LLP's provision of auditing and any other
services to us) may be limited as a practical matter due to recent events
involving Arthur Andersen LLP.


<PAGE>




Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel.

    Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 124 of the Canada Business Corporations Act ("CBCA"), which governs
Petro-Canada, provides that, except in respect of an action by or on behalf of
Petro-Canada to procure a judgment in its favor, Petro-Canada may indemnify a
director or officer of Petro-Canada, a former director or officer of
Petro-Canada or a person who acts or acted at Petro-Canada's request as a
director or officer of a body corporate of which Petro-Canada is or was a
shareholder or creditor, and his heirs and legal representatives against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of Petro-Canada or such body
corporate, if (a) he acted honestly and in good faith with a view to the best
interests of Petro-Canada and (b) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.  Petro-Canada may with the
approval of a court indemnify a person referred to above in respect of an action
by or on behalf of Petro-Canada or body corporate to procure a judgment in its
favor, to which he is made a party by reason of being or having been a director
or an officer of Petro-Canada or body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with such action if he
fulfills the conditions set out in (a) or (b) above.  Notwithstanding the
foregoing, a person referred to in Section 124(1) of the CBCA is entitled to
indemnification from Petro-Canada in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of Petro-Canada or body corporate if
he was substantially successful on the merits in his defense of the action of
proceeding and he fulfills the conditions set out in (a) and (b) above.

     Petro-Canada has entered into indemnification agreements with each of its
officers and directors pursuant to which they are indemnified to the fullest
extent permitted by the CBCA.  In addition, these agreements provide that
Petro-Canada may advance monies to an officer or director for the costs,
charges and expenses of any civil, criminal, administrative, investigative or
other proceeding; provided, that, such officer or director shall repay the
money if he does not fulfill the conditions set forth in (a) and (b) above.
Petro-Canada has further agreed to indemnify each of its officers and
directors and their heirs and representatives for any taxes payable by them
as a result of any payment made to them pursuant to the indemnification
agreement.

     Petro-Canada maintains a directors' and officers' liability policy which
reimburses Petro-Canada for amounts lawfully paid to its directors and officers
in any year to indemnify such directors and officers, subject to policy
limits and deductibles.  This policy also pays for losses on behalf of each
insured director or officer in situations where Petro-Canada either chooses
not to indemnify, or is unable (either legally or financially) to indemnify
the director or officer, subject to policy limits.  Petro-Canada has also
acquired an additional pre-paid insurance policy which is available to cover
directors' and officers' losses that are not indemnified by Petro-Canada.
This insurance can be triggered following the reporting of a claim, thus
supplementing the limit of insurance eroded by any previous claim.

Item 7. Exemption from Registration Claimed.

    Not applicable.


<PAGE>


Item 8. Exhibits.

Exhibit 4.1    Canada Business Corporations Act Form 4 Articles of Amendment
               of Petro-Canada dated June 15, 2001

Exhibit 4.2    Petro-Canada Employee Stock Option Plan,
               as amended and restated to October 31, 2002


Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of this registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;


               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered that remain
               unsold at the termination of the offering.

     (b)  The  undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of
          the registrant's Annual Report pursuant to Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934 (and, where applicable, each
          filing of an employee benefit plan's annual report pursuant to
          Section 15(d) of the Exchange Act) that is incorporated by reference
          in the registration statement shall be deemed to be a new
          registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to
          be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in
          the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
          Securities Act and is, therefore, unenforceable.  In the event that
          a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director,


<PAGE>




          officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against public
          policy as expressed in the Securities Act and will be governed by
          the final adjudication of such issue.


<PAGE>



                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933 the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Canada, on
October 31, 2002.

                                   PETRO-CANADA



                                   By:  /s/ Ronald A. Brenneman
                                       ---------------------------
                                       Ronald A. Brenneman
                                       Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                          Title                                        Date
----------------------------       ------------------                           -------
</CAPTION>

<S>                                <C>                                        <C>


/s/ Ronald A. Brenneman
----------------------------       Chief Executive Officer and                 October 31, 2002
                                   Director (Principal Executive Officer)
    Ronald A. Brenneman



/s/ Ernest F.H. Roberts            Senior Vice President and
----------------------------       Chief Financial Officer (Principal          October 31, 2002
    Ernest F.H. Roberts            Financial Officer)



/s/ Christopher J. Smith
----------------------------       Controller                                  October 31, 2002
    Christopher J. Smith           (Principal Accounting Officer)



/s/ Angus A. Bruneau
----------------------------       Director                                    October 31, 2002
    Angus A. Bruneau



/s/ Gail Cook-Bennett
----------------------------       Director                                    October 31, 2002
    Gail Cook-Bennett



/s/ John F. Cordeau
----------------------------       Director                                    October 31, 2002
    John F. Cordeau


<PAGE>

Signature                          Title                                        Date
----------------------------       ------------------                           -------



/s/ Purdy Crawford
----------------------------       Director                                   October 31, 2002
    Purdy Crawford



/s/ Claude Fontaine
----------------------------       Director                                   October 31, 2002
    Claude Fontaine



/s/ Paul M. A. Haseldonckx
----------------------------       Director                                   October 31, 2002
    Paul M. A. Haseldonckx


/s/ Thomas E. Kierans
----------------------------       Director                                   October 31, 2002
    Thomas E. Kierans



/s/ Brian F. MacNeill
----------------------------       Director                                   October 31, 2002
    Brian F. MacNeill



/s/ Paul D. Melnuk
----------------------------       Director                                   October 31, 2002
    Paul D. Melnuk



/s/ Guylaine Saucier
----------------------------       Director                                   October 31, 2002
    Guylaine Saucier



/s/ William W. Siebens
-----------------------------      Director                                   October 31, 2002
    William W. Siebens



</TABLE>


<PAGE>


     Pursuant to the requirements of Section 6(a) of the Securities Act, the
undersigned has signed this registration statement solely in the capacity of the
duly authorized representative of the registrant in the United States on
October 24, 2002.

                                   CT CORPORATION SYSTEM



                                   By: /s/ Kathleen C. Gariepy
                                      -------------------------
                                      Kathleen C. Gariepy
                                      Assistant Secretary




<PAGE>


                                  Exhibit Index

Exhibit 4.1    Canada Business Corporations Act Form 4 Articles of Amendment
               of Petro-Canada dated June 15, 2001

Exhibit 4.2    Petro-Canada Employee Stock Option Plan,
               as amended and restated to October 31, 2002



<PAGE>

                                                               Exhibit 4.1




Industry Canada                         Industrie Canada

Certificate of Amendment                Certificat de modification

Canada Business Corporations Act        Loi canadienne sur les
                                        societes par actions


Petro-Canada                            267612-5

----------------------------------      --------------------------------------
Name of corporation - Denomination de   Corporation Number - Numero de la
la societe                              societe

I hereby certif y that the articles     Je certifie que les statuts de la
of the above-named corporation were     societe susmentionnee ont ete modifies:
amended:


a) under  section  13  of   the   [ ]   a) en  vertu de l'article 13 de la
Canada Business Corporations            Loi canadienne sur les societes
Act  in accordance with  the            par actions, conformement
attached notice;                        l'avis ci-joint;

b) under  section  27  of   the   [ ]   b) en  vertu d l'article 27 de  la
Canada  Business Corporation            Loi canadienne sur les societes
Act   as  set  out  in   the            par   actions,  tel  qu'il  est
attached     articles     of            indique    dans   les   clauses
amendment   designating    a            modificatrices       ci-jointes
series of shares;                       designant une serie d'actions;

c) under  section  179  of  the   [X]   c) en vertu de l'article 179 de la
Canada Business Corporations            Loi canadienne sur les societes
Act   as  set  out  in   the            par   actions,  tel  qu'il  est
attached     articles     of            indique    dans   les   clauses
amendment;                              modificatrices ci-jointes;

d) under  section  191  of  the   [ ]   d) en vertu de l'article 191 de la
Canada Business Corporations            Loi canadienne sur les societes
Act   as  set  out  in   the            par   actions,  tel  qu'il  est
attached     articles     of            indique  dans  les  clauses  de
reorganization;                         reorganisation ci-jointes;




   /s/ Director
   Director - Directeur                 June 15, 2001/le 15 juin 2001

                                        Date   of   Amendment - Date de
                                        modification


<PAGE>


<TABLE>
<s>                  <C>                   <C>                    <C>
Industry Canada      Industrie Canada
                                           FORM 4                 FORMULE 4
Canada Business      Loi canadienne sur    Articles of Amendment  Clauses Modificatrices
Corporations Act     les societes par      (Section 27 or 177)    (Articles 27 ou 177)
                     actions
</TABLE>
--------------------------------------------------------------------------------

1  -  Names  of corporation -            2 - Corporation No. - No de la societe
        Denomination de la societe

        PETRO-CANADA                         267612-5
--------------------------------------------------------------------------------


3  -  The  articles of the above-named      Les statuts de la societe mentionnee
      corporation are  amended as           ci-dessus sont modifies de la facon
      follows:                              suivante:


The  Certificate  and  Restated Articles of the  Corporation  are  amended  as
follows:

Schedules  "A", "B" and "C" are deleted and replaced with Schedules  "A",  "B"
and "C" as attached hereto.





Date             Signature                           Title - Titre

                 /s/ W. A. (Alf) Peneycad
June  15,  2001      W. A. (Alf) Peneycad   Vice-President, General Counsel and
                                            Corporate Secretary

-------------------------------------------------------------------------------

                                            For departmental use only -
                                            A l'usage du ministere
                                            seulement
                                            Filed - Deposee    June 16, 2001

-------------------------------------------------------------------------------


<PAGE>



                              SCHEDULE "A"

               The Corporation is authorized to issue:

               (i)   an  unlimited number of preferred shares  issuable
                     in series designated as Senior Preferred Shares;

               (ii)  an  unlimited number of preferred shares  issuable
                     in  series designated as Junior Preferred  Shares;
                     and

               (iii) an unlimited number of Common Shares.

1.        SENIOR PREFERRED SHARES

          The Senior Preferred Shares, as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:

1.1.      Directors' Right to Issue in One or More Series

           The  Senior Preferred Shares may be issued at any  time  or
from time to time in one or more series. Before any shares of a series
are  issued, the board of directors of the Corporation shall  fix  the
number of shares that will form such series and shall, subject to  the
limitations  set  out  in  the  Articles, determine  the  designation,
rights, privileges, restrictions and conditions to be attached to  the
Senior  Preferred  Shares of such series, the  whole  subject  to  the
filing   with  the  Director  (as  defined  in  the  Canada   Business
Corporations  Act (the "Act")) of Articles of Amendment  containing  a
description   of   such  series  including  the  rights,   privileges,
restrictions  and conditions determined by the board of  directors  of
the Corporation.

1.2.      Ranking of the Senior Preferred Shares

           The Senior Preferred Shares of each series shall rank on  a
parity  with  the Senior Preferred Shares of every other  series  with
respect to dividends and return of capital and shall be entitled to  a
preference over the Junior Preferred Shares and the Common  Shares  of
the Corporation and over any other shares ranking junior to the Senior
Preferred Shares with respect to priority in payment of dividends  and
in  the  distribution  of  assets in the  event  of  the  liquidation,
dissolution  or  winding-up of the Corporation, whether  voluntary  or
involuntary,  or  any  other  distribution  of  the  assets   of   the
Corporation among its shareholders for the purpose of winding  up  its
affairs.  If  any  cumulative dividends, whether or not  declared,  or
declared  non-cumulative dividends or amounts  payable  on  return  of
capital  are not paid in full in respect of any series of  the  Senior
Preferred  Shares,  the Senior Preferred Shares of  all  series  shall
participate  rateably in respect of such dividends in accordance  with
the  sums  that would be payable on such shares if all such  dividends
were  declared  and  paid in full, and in respect of  such  return  of
capital  in  accordance with the sums that would be  payable  on  such
return  of capital if all sums so payable were paid in full; provided,
however, that if there are insufficient assets to satisfy in full  all
such  claims  as aforesaid, the claims of the holders  of  the  Senior
Preferred Shares with respect to return of capital shall be  paid  and
satisfied  first and any assets remaining thereafter shall be  applied
towards  the  payment  and  satisfaction  of  claims  in  respect   of
dividends. The Senior Preferred Shares of any series may also be given
such  other  preferences not inconsistent with the rights, privileges,
restrictions and conditions attached to the Senior Preferred Shares as
a  class over the Junior Preferred Shares and the Common Shares of the
Corporation  and over any other shares ranking junior  to  the  Senior
Preferred  Shares as may be determined in the case of such  series  of
Senior Preferred Shares.

1.3.      Voting Rights

           Except as hereinafter referred to or as required by law  or
unless  provision is made in the Articles relating to  any  series  of
Senior  Preferred  Shares that such series is entitled  to  vote,  the
holders  of  the  Senior Preferred Shares as  a  class  shall  not  be
entitled  as  such to receive notice of, to attend or to vote  at  any
meeting of the shareholders of the Corporation.

1.4.       Amendment  with  Approval of Holders  of  Senior  Preferred
Shares

          The rights, privileges, restrictions and conditions attached
to  the Senior Preferred Shares as a class may be added to, changed or
removed  but  only  with  the approval of the holders  of  the  Senior
Preferred Shares given as hereinafter specified.

1.5.      Approval of Holders of the Senior Preferred Shares

           The  approval of the holders of the Senior Preferred Shares
to  add  to,  change  or remove any right, privilege,  restriction  or
condition  attaching to the Senior Preferred Shares as a class  or  in
respect  of  any other matter requiring the consent of the holders  of
the Senior Preferred Shares may be given in such manner as may then be
required  by law, subject to a minimum requirement that such  approval
be  given  by  resolution  signed by all the  holders  of  the  Senior
Preferred Shares or passed by the affirmative vote of at least 2/3  of
the  votes  cast  at a meeting of the holders of the Senior  Preferred
Shares duly called for that purpose.

          The formalities to be observed with respect to the giving of
notice  of  any  such  meeting or any adjourned  meeting,  the  quorum
required therefor and the conduct thereof shall be those from time  to
time  prescribed  by the by-laws of the Corporation  with  respect  to
meetings of shareholders, or if not so prescribed, as required by  the
Act  as  in force at the time of the meeting. On every poll  taken  at
every  meeting  of  the holders of the Senior Preferred  Shares  as  a
class, or at any joint meeting of the holders of two or more series of
Senior  Preferred  Shares,  each holder  of  Senior  Preferred  Shares
entitled to vote thereat shall have one vote in respect of each  $1.00
of the issue price of each Senior Preferred Share held.

2.        JUNIOR PREFERRED SHARES

          The Junior Preferred Shares, as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:


                                  2
<PAGE>

2.1.      Directors' Right to Issue in One or More Series

           The  Junior Preferred Shares may be issued at any  time  or
from time to time in one or more series. Before any shares of a series
are  issued, the board of directors of the Corporation shall  fix  the
number of shares that will form such series and shall, subject to  the
limitations  set  out  in  the  Articles, determine  the  designation,
rights, privileges, restrictions and conditions to be attached to  the
Junior  Preferred  Shares of such series, the  whole  subject  to  the
filing  with  the  Director (as defined in the  Act)  of  Articles  of
Amendment  containing  a  description of  such  series  including  the
rights,  privileges,  restrictions and conditions  determined  by  the
board of directors of the Corporation.

2.2.      Ranking of the Junior Preferred Shares

           The Junior Preferred Shares of each series shall rank on  a
parity  with  the Junior Preferred Shares of every other  series  with
respect to dividends and return of capital and shall, subject  to  the
prior  rights  of  the  holders  of the Senior  Preferred  Shares,  be
entitled to a preference over the Common Shares of the Corporation and
over  any  other shares ranking junior to the Junior Preferred  Shares
with  respect  to  priority  in  payment  of  dividends  and  in   the
distribution of assets in the event of the liquidation, dissolution or
winding-up  of  the Corporation, whether voluntary or involuntary,  or
any  other  distribution of the assets of the  Corporation  among  its
shareholders  for  the  purpose of winding  up  its  affairs.  If  any
cumulative  dividends,  whether  or not  declared,  or  declared  non-
cumulative dividends or amounts payable on return of capital  are  not
paid  in full in respect of any series of the Junior Preferred Shares,
the  Junior Preferred Shares of all series shall participate  rateably
in respect of such dividends in accordance with the sums that would be
payable on such shares if all such dividends were declared and paid in
full, and in respect of such return of capital in accordance with  the
sums  that would be payable on such return of capital if all  sums  so
payable  were  paid  in full; provided, however,  that  if  there  are
insufficient  assets to satisfy in full all such claims as  aforesaid,
the  claims of the holders of the Junior Preferred Shares with respect
to  return of capital shall be paid and satisfied first and any assets
remaining  thereafter  shall  be  applied  towards  the  payment   and
satisfaction  of claims in respect of dividends. The Junior  Preferred
Shares  of  any  series may also be given such other  preferences  not
inconsistent with the rights, privileges, restrictions and  conditions
attached  to  the Junior Preferred Shares as a class over  the  Common
Shares of the Corporation and over any other shares ranking junior  to
the  Junior Preferred Shares as may be determined in the case of  such
series of Junior Preferred Shares.

2.3.      Voting Rights

           Except as hereinafter referred to or as required by law  or
unless  provision is made in the Articles relating to  any  series  of
Junior  Preferred  Shares that such series is entitled  to  vote,  the
holders  of  the  Junior Preferred Shares as  a  class  shall  not  be
entitled  as  such to receive notice of, to attend or to vote  at  any
meeting of the shareholders of the Corporation.



                                  3
<PAGE>


2.4.       Amendment  with  Approval of Holders  of  Junior  Preferred
Shares

          The rights, privileges, restrictions and conditions attached
to  the Junior Preferred Shares as a class may be added to, changed or
removed  but  only  with  the approval of the holders  of  the  Junior
Preferred Shares given as hereinafter specified.

2.5.      Approval of Holders of the Junior Preferred Shares

           The  approval of the holders of the Junior Preferred Shares
to  add  to,  change  or remove any right, privilege,  restriction  or
condition  attaching to the Junior Preferred Shares as a class  or  in
respect  of  any other matter requiring the consent of the holders  of
the Junior Preferred Shares may be given in such manner as may then be
required  by law, subject to a minimum requirement that such  approval
be  given  by  resolution  signed by all the  holders  of  the  Junior
Preferred Shares or passed by the affirmative vote of at least 2/3  of
the  votes  cast  at a meeting of the holders of the Junior  Preferred
Shares duly called for that purpose.

          The formalities to be observed with respect to the giving of
notice  of  any  such  meeting or any adjourned  meeting,  the  quorum
required therefor and the conduct thereof shall be those from time  to
time  prescribed  by the by-laws of the Corporation  with  respect  to
meetings of shareholders, or if not so prescribed, as required by  the
Act  as  in force at the time of the meeting. On every poll  taken  at
every  meeting  of  the holders of the Junior Preferred  Shares  as  a
class, or at any joint meeting of the holders of two or more series of
Junior Preferred Shares, each holder of Junior Shares entitled to vote
thereat  shall  have one vote in respect of each $1.00  of  the  issue
price of each Junior Preferred Share held.

3.        COMMON SHARES

3.1.        The   rights,  privileges,  restrictions  and   conditions
attaching to the Common Shares (the "Common Shares") are as follows:

3.1       Voting

           The  holders  of  the Common Shares shall  be  entitled  to
receive  notice  of and to attend all meetings of the shareholders  of
the  Corporation,  other  than separate meetings  of  the  holders  of
another class or series of shares, and to vote at any such meeting  on
the basis of one vote for each Common Share held.

3.2.      Dividends

            Subject  to  the  rights,  privileges,  restrictions   and
conditions  attaching to the Senior Preferred Shares  and  the  Junior
Preferred  Shares,  the holders of the Common  Shares  shall,  at  the
discretion  of  the  directors, be entitled to  receive  any  dividend
declared by the Corporation on the Common Shares.




                                  4
<PAGE>



3.3.      Liquidation, Dissolution or Winding-up

            Subject  to  the  rights,  privileges,  restrictions   and
conditions  attaching to the Senior Preferred Shares  and  the  Junior
Preferred Shares, upon liquidation, dissolution or winding-up  of  the
Corporation  or other distribution of the Corporation's  assets  among
its  shareholders  for  the  purpose of winding-up  its  affairs,  the
holders  of  the  Common  Shares shall  be  entitled  to  receive  the
remaining  assets  of the Corporation and shall be entitled  to  share
equally, share for share, in all distributions of such assets.
4.        INTERPRETATION

          All terms not defined in this Schedule "A" have the meanings
attributed to those terms in the Petro-Canada Public Participation Act
(Canada).

5.        AMENDMENT ON REPEAL OF LEGISLATION

5.1.      Repeal of Individual Ownership Constraint

     5.1.1.     On the date section 9(1)(a) of the Petro-Canada Public
          Participation  Act (Canada), as amended from time  to  time,
          and  any other provisions contained in such Act relating  to
          limitations  on  individual ownership of  voting  shares  is
          repealed  and  not  replaced with other constraints  on  the
          issue,  transfer or ownership of voting shares by individual
          persons,  Schedule "B" and all references thereto  shall  be
          deleted in their entirety.

     5.1.2.    For greater certainty, this section 5.1 shall not apply
          in  the  event  section 9(1)(a) of the  Petro-Canada  Public
          Participation Act (Canada), as amended from time to time, is
          amended  but  not repealed or if such provision is  repealed
          but  is  replaced  with  other provisions  constraining  the
          issue, transfer, ownership or voting of voting shares.

5.2.      Notice of Repeal

           The  Corporation  shall, within 30 days of  the  amendments
provided in section 5.1 becoming effective, send each holder of shares
notice thereof.



                                  5
<PAGE>


                              SCHEDULE "B"

                    OWNERSHIP AND VOTING RESTRICTIONS

1.   Interpretation

1.1.      In this Schedule "B", all terms that are not defined have  the
meanings   attributed   to  those  terms  in  the  Petro-Canada   Public
Participation Act and:

     "directors'   determination"  and  similar   expressions   mean   a
     determination   made  by  the  directors  of  the  Corporation   in
     accordance with section 10;

     "excess voting shares" means voting shares held, beneficially owned
     or controlled in contravention of the individual share constraint;

     "individual  share  constraint"  has  the  meaning  set  forth   in
     subsection 2.1 ;

     "principal  stock exchange" means, at any time, the stock  exchange
     in Canada on which the highest volume of voting shares is generally
     traded  at  that  time,  as  determined by  the  directors  of  the
     Corporation;

     "sell-down notice" has the meaning set forth in subsection 3.1;

     "shareholder  default"  has  the meaning  set  forth  in  paragraph
     3.1(d);

     "shareholder's declaration" means a declaration made in  accordance
     with section 11; and

     "suspension"  has  the  meaning set forth  in  subsection  4.1  and
     "suspend",  "suspended" and similar expressions have  corresponding
     meanings.

1.2.      The provisions of subsections 9(3) to 9(8) of the Petro-Canada
Public Participation Act, as amended from time to time, are deemed to be
incorporated  in this Schedule "B". Any provision of this  Schedule  "B"
that  may be read in a manner that is inconsistent with the Petro-Canada
Public Participation Act shall be read so as to be consistent therewith.

1.3.       For  greater  certainty,  no person  is  presumed  to  be  an
associate of any other person for purposes of paragraph 9(5)(g)  of  the
Petro-Canada Public Participation Act solely by reason that one of  them
has  given  the other the power to vote or direct the voting  of  voting
shares  of a class of voting shares at a meeting of the holders of  that
class  pursuant to a revocable proxy where the proxy is solicited solely
by  means of an information circular issued in a public solicitation  of
proxies  that is made in respect of all voting shares of that class  and
in accordance with applicable law.

1.4.      For the purposes of this Schedule "B":




<PAGE>



     (a)  where  voting shares of the Corporation are held, beneficially
          owned or controlled by two or more persons jointly, the number
          of  voting  shares held, beneficially owned or  controlled  by
          each  such  person shall include the number of  voting  shares
          held, beneficially owned or controlled jointly with such other
          persons; and

     (b)  references  to  shares  "of"  a person  are  to  shares  held,
          beneficially  owned  or  controlled, directly  or  indirectly,
          otherwise than by way of security only, by that person.

1.5.      In this Schedule "B", except where the context requires to the
contrary, words importing the singular shall include the plural and vice
versa  and words importing gender shall include masculine, feminine  and
neuter genders.

2.   Individual Share Constraint

2.1.       No person, together with the associates of that person, shall
hold,  beneficially  own or control, directly or  indirectly,  otherwise
than  by  way of security only, in the aggregate voting shares to  which
are  attached  more  than twenty per cent (20%) of the  votes  that  may
ordinarily  be  cast to elect directors of the Corporation,  other  than
votes  that  may  be  so  cast by or on behalf  of  the  Minister.  (The
foregoing  prohibition  is  referred to in  this  Schedule  "B"  as  the
"individual share constraint".)

2.2.       In  the  event  that it appears from the  central  securities
register  of  the  Corporation  that  any  person,  together  with   the
associates  of that person, is in contravention of the individual  share
constraint:

     (a)  the  Corporation shall not accept any subscription for  voting
          shares from that person or any associate of that person;

     (b)  the  Corporation  shall not issue any voting  shares  to  that
          person or any associate of that person; and

     (c)  the  Corporation shall not register or otherwise recognize the
          transfer  of any voting shares to that person or any associate
          of that person.

2.3.       In  the event of a directors' determination that any  person,
together with the associates of that person, is in contravention of  the
individual share constraint:

     (a)  the  Corporation shall not accept any subscription for  voting
          shares from that person or any associate of that person;

     (b)  the  Corporation  shall not issue any voting  shares  to  that
          person or any associate of that person;

     (c)  the  Corporation shall not register or otherwise recognize the
          transfer  of any voting shares to that person or any associate
          of that person;



                                  2
<PAGE>


     (d)  no  person may, in person or by proxy, exercise the  right  to
          vote  any  of  the  voting shares of that  person  or  of  any
          associate of that person;

     (e)  subject  to subsection 9.1, the Corporation shall not  declare
          or pay any dividend, and or make any other distribution:

          (i)  on  any of the excess voting shares of that person or  of
               any associate of that person; or

          (ii)       if  the directors of the Corporation determine that
               the  contravention of the individual ownership constraint
               was  intentional and that it would not be inequitable  to
               do  so, on all of the voting shares of that person and of
               each associate of that person;

          and  any  entitlement to such dividend or  other  distribution
          shall be forfeited; and

     (f)  the   Corporation  shall  send  a  sell-down  notice  to   the
          registered holder of the voting shares of that person  and  of
          each associate of that person.

2.4.       In  the  event  that it appears from the  central  securities
register  of  the  Corporation that, or in the  event  of  a  directors'
determination  that, any person, together with the  associates  of  that
person,  after  any proposed subscription, issue or transfer  of  voting
shares,  would  be in contravention of the individual share  constraint,
the Corporation shall not:

     (a)  accept the proposed subscription for voting shares from;

     (b)  issue the proposed voting shares to; or

     (c)  register or otherwise recognize the proposed transfer  of  any
          voting shares to;

that person or any associate of that person.

2.5.  In the event of a directors' determination that during any  period
any  person,  together  with  the associates  of  that  person,  was  in
contravention of the individual share constraint, the directors  of  the
Corporation may also determine that:

     (a)  any  votes cast, in person or by proxy, during that period  in
          respect  of  the  voting  shares of  that  person  or  of  any
          associate of that person shall be disqualified and deemed  not
          to have been cast; and

     (b)  subject  to  subsection  9.1, each  of  that  person  and  the
          associates  of  that  person is liable to the  Corporation  to
          restore to the Corporation the amount of any dividend paid  or
          distribution received during that period on:



                                  3
<PAGE>


          (i)  the  excess  voting  shares of that person  and  of  each
               associate of that person; or

          (ii)       if  the directors of the Corporation determine that
               the  contravention of the individual ownership constraint
               was  intentional and that it would not be inequitable  to
               do  so, on all of the voting shares of that person and of
               each associate of that person.

3.   Sell-Down Notice

3.1.       Any  notice (a "sell-down notice") required to be sent  to  a
registered holder of voting shares pursuant to paragraph 2.3(f):

     (a)  shall   specify  in  reasonable  detail  the  nature  of   the
          contravention of the individual share constraint,  the  number
          of voting shares determined to be excess voting shares and the
          consequences of the contravention specified in section 2;

     (b)  shall request an initial or further shareholder's declaration;

     (c)  shall  specify a date, which shall be not less  than  45  days
          after  the  date of the sell-down notice, by which the  excess
          voting shares are to be sold or disposed of; and

     (d)  shall state that unless the registered holder either:

          (i)  sells  or otherwise disposes of the excess voting  shares
               by  the date specified in the sell-down notice on a basis
               that  does  not  result  in  any  contravention  of   the
               individual   share  constraint  and   provides   to   the
               Corporation, in addition to the shareholder's declaration
               requested pursuant to paragraph 3.1(b), written  evidence
               satisfactory  to the Corporation of such  sale  or  other
               disposition; or

          (ii)       provides  to  the Corporation, in addition  to  the
               shareholder's declaration requested pursuant to paragraph
               3.1(b),  written evidence satisfactory to the Corporation
               that  no such sale or other disposition of excess  voting
               shares is required;

     such  default  (a  "shareholder  default")  shall  result  in   the
     consequence of suspension pursuant to section 4 and may  result  in
     the  consequence of sale in accordance with section 5 or redemption
     in  accordance with section 6, in each case without further  notice
     to  the  registered holder, and shall specify in reasonable  detail
     the nature and timing of those consequences.

3.2.       In  the  event  that, following the sending  of  a  sell-down
notice, written evidence is submitted to the Corporation for purposes of
subparagraph  3.1(d)(ii), the Corporation shall assess the  evidence  as
soon  as is reasonably practicable and in any event shall give a  second
notice  to  the person submitting the evidence not later  than  10  days
after  the receipt thereof stating whether the




                                  4
<PAGE>



evidence has or  has  not satisfied  the Corporation that no sale or
other disposition  of  excess voting  shares  is  required.  If  the
evidence  has  so  satisfied  the Corporation,  such sell-down notice
shall be cancelled and  such  second notice  shall  so  state.  If the
evidence  has  not  so  satisfied  the Corporation, such second notice
shall reiterate the statements  required to  be  made in such sell-down
notice pursuant to paragraphs 3.1(c)  and (d).  In either case, the 45
day period referred to in paragraph  3.1(c) shall be automatically
extended to the end of the 10 day period referred to  in this section
3.1 if such 10 day period extends beyond such 45 day period.

4.   Suspension

4.1.       In  the  event  of a shareholder default in  respect  of  any
registered holder of voting shares, then, without further notice to  the
registered holder:

     (a)  all  of  the voting shares of the registered holder  shall  be
          deemed  to  be  struck  from the securities  register  of  the
          Corporation;

     (b)  no  person may, in person or by proxy, exercise the  right  to
          vote any of such voting shares;

     (c)  subject  to subsection 9.1, the Corporation shall not  declare
          or pay any dividend, or make any other distribution, on any of
          such  voting  shares and any entitlement to such  dividend  or
          other distribution shall be forfeited;

     (d)  the  Corporation shall not send any form of proxy, information
          circular  or  financial statements of the Corporation  or  any
          other  communication from the Corporation  to  any  person  in
          respect of such voting shares; and

     (e)  no person may exercise any other right or privilege ordinarily
          attached to such voting shares.

(All of the foregoing consequences of a shareholder default are referred
to  in  this  Schedule  "B"  as  a  "suspension".)  Notwithstanding  the
foregoing, a registered holder of suspended voting shares shall have the
right  to transfer such voting shares on any securities register of  the
Corporation  on  a  basis that does not result in contravention  of  the
individual share constraint.

4.2.       The  directors of the Corporation shall cancel any suspension
of  voting  shares of a registered holder and reinstate  the  registered
holder to the securities register of the Corporation for all purposes if
they  determine that, following the cancellation and reinstatement, none
of  such voting shares will be held, beneficially owned or controlled in
contravention of the individual share constraint. For greater certainty,
any  such  reinstatement shall permit, from and after the reinstatement,
the  exercise of all rights and privileges attached to the voting shares
so  reinstated but, subject to subsection 9.1, shall have no retroactive
effect.




                                  5
<PAGE>

5.   Sale

5.1   In the event of a shareholder default in respect of any registered
holder  of  voting  shares,  the Corporation  may  elect  by  directors'
determination  to sell, on behalf of the registered holder,  the  excess
voting shares thereof, without further notice thereto, on the terms  set
forth in this section 5 and section 7.

5.2.  The  Corporation may sell any excess voting shares  in  accordance
with this section 5:

     (a)  on the principal stock exchange; or

     (b)  if  there is no principal stock exchange, on such other  stock
          exchange  or organized market on which the voting  shares  are
          then  listed  or  traded as the directors of  the  Corporation
          shall determine; or

     (c)  if the voting shares are not then listed on any stock exchange
          or traded on any organized market, in such other manner as the
          directors of the Corporation shall determine.

5.3.       The  net  proceeds of sale of excess voting  shares  sold  in
accordance with this section 5 shall be the net proceeds after deduction
of any commission, tax or other cost of sale.

5.4.       For  all  purposes  of  a sale of  excess  voting  shares  in
accordance  with this section, the Corporation is the agent  and  lawful
attorney of the registered holder and the beneficial owner of the excess
voting shares.

6.   Redemption

6.1.       In  the  event  of a shareholder default in  respect  of  any
registered  holder of voting shares and in the event that the  directors
of  the  Corporation  determine either that  the  Corporation  has  used
reasonable  efforts  to  sell excess voting shares  in  accordance  with
section 5 but that such sale is impracticable or that it is likely  that
such sale would have material adverse consequences to the Corporation or
the  holders  of voting shares, the Corporation may elect by  directors'
determination,  subject to applicable law, to redeem the  excess  voting
shares  thereof, without further notice thereto, on the terms set  forth
in this section 6 and section 7.

6.2.       The  redemption price paid by the Corporation to  redeem  any
excess voting shares in accordance with this section 6 shall be:

     (a)  the  average  of the closing prices per share  of  the  voting
          shares  on  the principal stock exchange (or, if there  is  no
          principal stock exchange or if the requisite trading of voting
          shares has not occurred on the principal stock exchange,  such
          other  stock exchange or such other organized market on  which
          such  requisite trading has occurred as the directors  of  the
          Corporation shall determine) over the last 10 trading days  on
          which  at  least one board lot of voting shares has traded  on
          the principal stock exchange (or such other stock exchange  or
          such  other  organized  market) in the period  ending  on  the
          trading day immediately preceding the redemption date; or


                                  6
<PAGE>


     (b)  if  the requisite trading of voting shares has not occurred on
          any stock exchange or other organized market, on such basis as
          the directors of the Corporation shall determine.

7.   Procedures Relating to Sale and Redemption

7.1.      In the event of any sale or redemption of excess voting shares
in  accordance with section 5 or 6, respectively, the Corporation  shall
deposit an amount equal to the amount of the net proceeds of sale or the
redemption  price, respectively, in a special account  in  any  bank  or
trust company in Canada selected by it. The amount of the deposit,  less
the reasonable costs of administration of the special account, shall  be
payable  to  the registered holder of the excess voting shares  sold  or
redeemed on presentation and surrender by the registered holder to  that
bank  or  trust company of the certificate or certificates  representing
the excess voting shares. Any interest earned on any amount so deposited
shall accrue to the benefit of the Corporation.

7.2.       From  and after any deposit made pursuant to subsection  7.1,
the  registered  holder shall not be entitled to any  of  the  remaining
rights  of  a  registered holder in respect of the excess voting  shares
sold or redeemed, other than the right to receive the funds so deposited
on  presentation  and  surrender  of  the  certificate  or  certificates
representing the excess voting shares sold or redeemed.

7.3.  If a part only of the voting shares represented by any certificate
is sold or redeemed in accordance with section 5 or 6, respectively, the
Corporation shall, on presentation and surrender of such certificate and
at  the  expense  of  the  registered holder, issue  a  new  certificate
representing the balance of the voting shares.

7.4. So soon as is reasonably practicable after, and, in any event,  not
later than 30 days after, a deposit made pursuant to subsection 7.1, the
Corporation shall send a notice to the registered holder of  the  excess
voting shares sold or redeemed and the notice shall state:

     (a)  that  a  specified number of voting shares has  been  sold  or
          redeemed, as the case may be;

     (b)  the  amount  of  the  net proceeds of sale or  the  redemption
          price, respectively;

     (c)  the name and address of the bank or trust company at which the
          Corporation has made the deposit of the net proceeds  of  sale
          or the redemption price, respectively; and

     (d)  all  other  relevant  particulars of the sale  or  redemption,
          respectively.

7.5.       For  greater certainty, the Corporation may  sell  or  redeem
excess  voting  shares in accordance with section 5 or 6,  respectively,
despite  the  fact that the Corporation does not possess the certificate
or certificates representing the excess voting shares at the time of the



                                  7
<PAGE>


sale  or  redemption. If, in accordance with section 5, the  Corporation
sells  excess  voting shares without possession of  the  certificate  or
certificates  representing  the excess voting  shares,  the  Corporation
shall issue to the purchaser of such excess voting shares or its nominee
a  new certificate or certificates representing the excess voting shares
sold.  If,  in  accordance with section 5 or section 6, the  Corporation
sells  or  redeems  excess  voting  shares  without  possession  of  the
certificate  or certificates representing the excess voting shares  and,
after  the  sale or redemption, a person establishes that it is  a  bona
fide  purchaser  of  the excess voting shares sold  or  redeemed,  then,
subject to applicable law:

     (a)  the  excess  voting shares held or beneficially owned  by  the
          bona  fide  purchaser are deemed to be, from the date  of  the
          sale  or  redemption by the Corporation, as the case  may  be,
          validly  issued and outstanding voting shares in  addition  to
          the excess voting shares sold or redeemed; and

     (b)  notwithstanding subsection 7.2, the Corporation is entitled to
          the  deposit made pursuant to subsection 7.1 and, in the  case
          of  a  sale in accordance with section 5, shall add the amount
          of  the deposit to the stated capital account for the class of
          voting shares issued.

8.   Exceptions

8.1.       Notwithstanding  section 2, the individual  share  constraint
does  not apply in respect of voting shares of the Corporation that  are
held:

     (a)  by the Minister in trust for Her Majesty in right of Canada;

     (b)  by  one  or  more  underwriters  solely  for  the  purpose  of
          distributing the voting shares to the public; or

     (c)  by  any  person  who provides centralized facilities  for  the
          clearing of trades in securities and is acting in relation  to
          trades  in the voting shares solely as an intermediary in  the
          payment of funds or the delivery of securities, or both.

9.   Saving Provisions

9.1.      Notwithstanding any other provision of this Schedule "B":

     (a)  the  directors  of  the Corporation may  determine  to  pay  a
          dividend  or  to make any other distribution on voting  shares
          that  would otherwise be prohibited by any other provision  of
          this  Schedule  "B" where the contravention of the  individual
          share  constraint  that  gave  rise  to  the  prohibition  was
          inadvertent or of a technical nature or it would otherwise  be
          inequitable  not to pay the dividend or make the distribution;
          and

     (b)  where  a  dividend has not been paid or any other distribution
          has not been made on voting shares as a result of a directors'
          determination  of  a  contravention of  the  individual  share



                                  8
<PAGE>


          constraint,  or where the amount of a dividend  or  any  other
          distribution has been restored to the Corporation pursuant  to
          paragraph 2.5(b) as a result of a directors' determination  of
          a  contravention  of  the  individual  share  constraint,  the
          directors  of  the  Corporation  shall  declare  and  pay  the
          dividend,  make  the  distribution,  or  refund  the  restored
          amount,  respectively, if they subsequently determine that  no
          such contravention occurred.

9.2.       In the event that the Corporation suspends or redeems  voting
shares  in  accordance with section 4 or 6, respectively,  or  otherwise
redeems, purchases for cancellation or otherwise acquires voting shares,
and  the result of such action is that any person and the associates  of
that person who, prior to such action, were not in contravention of  the
individual  share  constraint are, after such action, in  contravention,
then, notwithstanding any other provision of this Schedule "B", the sole
consequence  of  such action to that person and the associates  of  that
person,  in  respect  of the voting shares of that  person  and  of  the
associates of that person held, beneficially owned or controlled at  the
time of such action, shall be that the number of votes attached to those
voting  shares  shall be reduced to a number that is the  largest  whole
number  of  votes that may be attached to the voting shares  which  that
person and the associates of that person could hold, beneficially own or
control  from  time  to  time in compliance with  the  individual  share
constraint.

9.3.       Notwithstanding any other provision of this Schedule  "B",  a
contravention  of  the  individual  share  constraint  shall   have   no
consequences  except  those  that are expressly  provided  for  in  this
Schedule  "B". For greater certainty but without limiting the generality
of the foregoing:

     (a)  no  transfer, issue or ownership of, and no title  to,  voting
          shares;

     (b)  no  resolution of shareholders (except to the extent that  the
          result  thereof  is  affected as  a  result  of  a  directors'
          determination under paragraph 2.5(a)); and

     (c)  no  act of the Corporation, including any transfer of property
          to or by the Corporation;

shall  be  invalid  or  otherwise affected by any contravention  of  the
individual share constraint.

10.  Directors' Determinations

10.1.     The directors of the Corporation shall have the sole right and
authority to administer the provisions of this Schedule "B" and to  make
any  determination required or contemplated hereunder. In so acting, the
directors of the Corporation shall enjoy, in addition to the powers  set
forth in this Schedule "B", all of the powers necessary or desirable, in
their opinion, to carry out the intent and purpose of this Schedule "B".
The  directors  of  the Corporation shall make on  a  timely  basis  all
determinations  necessary for the administration of  the  provisions  of
this Schedule "B" and, without limiting the generality of the foregoing,
if  the  directors of the Corporation consider that there are reasonable
grounds  for believing that a contravention of the individual  ownership
constraint  has  occurred  or will occur, the  directors  shall  make  a
determination  with respect to the matter. Any directors'  determination
that is not inconsistent with the Petro-Canada Public Participation  Act
and  other applicable law shall be conclusive, final and binding  except



                                  9
<PAGE>

to  the  extent  modified  by  any subsequent directors'  determination.
Notwithstanding  the  foregoing, the directors of  the  Corporation  may
delegate, in whole or in part:

     (a)  their  power to make a directors' determination in respect  of
          any  particular  matter  to  a  committee  of  the  board   of
          directors; and

     (b)  any  of  their  other  powers  under  this  Schedule  "B"   in
          accordance with subsection 115(3) or paragraph 121(a)  of  the
          Canada Business Corporations Act.

10.2.      The  directors of the Corporation shall make  any  directors'
determination contemplated by section 2:

     (a)  after  the  relevant  shareholder's  declarations  have   been
          requested and received by the Corporation, only:

          (i)  on   a   basis   consistent  with   those   shareholder's
               declarations; or

          (ii)       if  the  directors of the Corporation  are  of  the
               opinion  that  the  shareholder's  declarations  do   not
               contain adequate or accurate information and they believe
               and  have reasonable grounds for believing that they will
               not  be provided with shareholder's declarations that  do
               contain adequate and accurate information; or

     (b)  whether   or  not  any  shareholder's  declaration  has   been
          requested  or  received  by  the  Corporation,  only  if   the
          directors  of  the  Corporation believe  and  have  reasonable
          grounds for believing that they have sufficient information to
          make  the  directors, determination, that the consequences  of
          the directors' determination would not be inequitable to those
          affected by it and that it would be impractical, under all the
          circumstances,  to  request or to await  the  receipt  of  any
          shareholder's declaration.

10.3.      In  administering  the  provisions  of  this  Schedule   "B",
including, without limitation, in making any directors' determination in
accordance  with  subsection 10.2 or otherwise,  the  directors  of  the
Corporation may rely on any information on which the directors  consider
it  reasonable  to  rely  in  the circumstances.  Without  limiting  the
generality of the foregoing, the directors of the Corporation  may  rely
upon  any  shareholder's  declaration, the securities  register  of  the
Corporation, the knowledge of any director, officer or employee  of  the
Corporation or any advisor to the Corporation and the opinion of counsel
to the Corporation.

10.4.      In  administering  the  provisions  of  this  Schedule   "B",
including,  without limitation, in making any directors'  determination,
the  directors shall act honestly and in good faith. Provided  that  the
directors  of  the Corporation so act, they shall not be liable  to  the
Corporation and neither they nor the Corporation shall be liable to  any
holder or beneficial owner of voting securities or any other person for,
nor  with respect to any matter arising from or related to, any  act  or
omission to act in relation to this Schedule "B". To the extent that, in
accordance  with subsection 10.1, any other person exercises the  powers
of  the  directors  of  the  Corporation under  these  provisions,  this
subsection 10.4 applies mutadis mutandis.



                                  10
<PAGE>

10.5.     Any directors' determination required or contemplated by  this
Schedule  "B"  shall  be  expressed  and  conclusively  evidenced  by  a
resolution duly adopted.

11.  Shareholder's Declarations

11.1.      For  purposes  of  monitoring  the  compliance  with  and  of
enforcing  the  provisions of this Schedule "B", the  directors  of  the
Corporation may require that any registered holder or beneficial  owner,
or  any other person of whom it is, in the circumstances, reasonable  to
make  such  request,  file with the Corporation  or  its  registrar  and
transfer  agent a completed shareholder's declaration. The directors  of
the  Corporation  shall determine from time to time  written  guidelines
with  respect  to  the  nature of the shareholder's  declaration  to  be
requested,  the  times  at which shareholder's declarations  are  to  be
requested  and  any  other  relevant matters relating  to  shareholder's
declarations.

11.2.     A shareholder's declaration shall be in the form from time  to
time  determined  by  the  directors  of  the  Corporation  pursuant  to
subsection  11.1 and, without limiting the generality of the  foregoing,
may be required to be in the form of a simple declaration in writing  or
a  statutory declaration under the Canada Evidence Act. Without limiting
the  generality  of its contents, any shareholder's declaration  may  be
required to contain information with respect to:

     (a)  whether  the  person is the beneficial owner  of  or  controls
          particular  voting securities or whether any other  person  is
          the  beneficial owner of or controls those voting  securities;
          and

     (b)  whether  the  person  is an associate  of  any  other  person,
          including whether the person and any other person act, or  are
          parties to an agreement or an arrangement, a purpose of  which
          is  to  require them to act, in concert with respect to  their
          interests, direct or indirect, in the Corporation.



                                  11
<PAGE>


                              SCHEDULE "C"

                           OTHER RESTRICTIONS

1.        INTERPRETATION

1.1        In  this Schedule C, all terms that are not defined have  the
meanings   attributed   to  those  terms  in  the  Petro-Canada   Public
Participation Act.

2.        HEAD OFFICE

2.1        The  head  office  of the Corporation shall  be  situated  in
Calgary, Alberta.

3.        RESTRICTION ON SALE OF ASSETS

3.1        The Corporation shall not sell, transfer or otherwise dispose
of,  whether by one transaction or event or several related transactions
or  events, all or substantially all of its assets to any one person  or
group  of associated persons or to non-residents, otherwise than by  way
of security only in connection with the financing of the Corporation.

4.        USE OF OFFICIAL LANGUAGES BY THE PUBLIC

4.1.       The  Corporation shall ensure that any member of  the  public
can,  in either official language, communicate with and obtain available
services from:

     (a)  the head office of the Corporation; and

     (b)  any  of the other offices or facilities of the Corporation and
          any office or facility of any of the wholly-owned subsidiaries
          of  the  Corporation,  where the Corporation  determines  that
          there  is  significant  demand  for  communications  with  and
          services from that office or facility in the language.

4.2.       The  Corporation  shall  adopt from  time  to  time  policies
describing  the  manner  in  which  the  Corporation  will  fulfil   the
requirements of section 4.1.

5.        NUMBER OF DIRECTORS

5.1.       The number of directors of the Corporation shall be a minimum
of 9 and a maximum of 13. The number of directors of the Corporation and
the  number  of  directors to be elected at the annual  meeting  of  the
shareholders shall be determined from time to time by resolution of  the
directors.  The directors may appoint one or more directors,  who  shall
hold  office  for a term expiring not later than the close of  the  next
annual  meeting  of shareholders, but the total number of  directors  so
appointed may not exceed one third of the number of directors elected at
the previous annual meeting of shareholders.


<PAGE>
                                                                Exhibit 4.2

                                                        AMENDED AND RE-STATED
                                                        PCA STOCK OPTION PLAN








                           PETRO-CANADA
                             EMPLOYEE
                         STOCK OPTION PLAN
              (Amended and Re-stated to October 31, 2002)
              Adopted by the Committee on October 31, 2002




<PAGE>

                         TABLE OF CONTENTS


1.	PURPOSE	1
2.	INTERPRETATION	1
3.	ELIGIBILITY	3
4.	PARTICIPATION	3
5.	OPTIONS	4
6.	OTHER EVENTS AFFECTING ENTITLEMENT	7
7.	PARTICIPANT'S RIGHT NOT TRANSFERRABLE	9
8.	NOTICES	9
9.	REGULATIONS AND AMENDMENT	9
10.	COSTS	10
11.	APPLICABLE LAW	10

<PAGE>


1.	PURPOSE
        The intention of the Employee Stock Option Plan is:
        a)	to promote employee commitment to Petro-Canada;
        b)	to encourage investment in Petro-Canada by its employees;
        c)	to encourage employees to further the development of
                Petro-Canada; and
        d)	to retain the key employees necessary for Petro-Canada's long
                term success.

2.	INTERPRETATION

2.1	Definitions.

        As hereinafter used in the Plan:

        "Business Day" means any day, other than Saturday, Sunday or a day which
         is a civic or statutory holiday in Calgary, Alberta.

        "Committee" means the Management Resources and Compensation Committee of
         the board of directors of the Company, or such other committee of the
         board of directors as may be given the responsibility to act on behalf
         of the board of directors with respect to the Plan, or, in the absence
         of any such committee, the board of directors itself.

        "Company" means Petro-Canada, a company incorporated under the laws of
         Canada.

        "Eligible Party" means an Employee or an estate entitled to participate
         in the Plan pursuant to Paragraph 6.1;

        "Employee" means any person (i) who is a director of the Company or a
         Subsidiary of the Company or (ii) who is an employee of the Company or
         a Subsidiary of the Company and (iii) who may be designated as such
         for purposes of the Plan from time to time by the Committee.

        "Market Price" means <FN 1> with respect to all Options approved by the
         Committee, the closing price of the Shares on the Relevant Stock
         Exchange on the Trading Day immediately preceding the day on which
         the Options are granted, or if the Shares did not trade on the
         Relevant Stock Exchange on such date, the Market Price shall be the
         average of the bid and ask prices in respect of the Shares at the
         close of trading on such date;



        <FN 1> As amended and pursuant to Board Resolution date January 31, 1996



                                         1
<PAGE>


         and for the purposes of the foregoing:
         i.	"Trading Day", with respect to a stock exchange, means a day on
                 which such stock exchange is open for business;

         ii.	"Relevant Stock Exchange" means the Toronto Stock Exchange, or
                 if the shares are not then listed on the Toronto Stock
                 Exchange, the Montreal Exchange, or if the Shares are not then
                 listed on either the Toronto Stock Exchange or the Montreal
                 Exchange, such stock exchange on which the Shares are listed
                 as may be selected by the Committee for such purpose.

        "Option" means an option to purchase Shares granted in accordance with
         the terms of the Plan, as described more fully in Paragraph 5.

        "Option Price" means the price per Share at which Shares may be
         purchased under an Option, as the same may be adjusted from time to
         time in accordance with Paragraph 5.11.

        "Plan" means the Company's Executive Share Purchase and Stock Option
         Plan as established by resolution of the board of directors of the
         Company on April 19, 1991 and described herein and as amended from
         time to time.

        "Shares" means the common shares without nominal or par value in the
         capital of the Company.

2.2	Subsidiary
        In the Plan a body corporate is a "Subsidiary" of another body
        corporate if:

        (a) 	it is controlled by
                (i) 	that other body corporate,
                (ii) 	that other body corporate and one or more bodies
                        corporate each of which is controlled by that other
                        body corporate, or
                (iii) 	two or more bodies corporate each of which is
                        controlled by that other body corporate; or

        (b) 	it is a Subsidiary of a body corporate that is a Subsidiary
                of that other body corporate.

        For this purpose a body corporate is controlled by a person or by two
        or more bodies corporate if:

        (a) 	securities of the body corporate to which are attached more than
                fifty per cent of the votes that may be cast to elect directors
                of the body corporate are held, other than by way of

                                             2
<PAGE>


                security only, by or for the benefit of that person or by or for
                the benefit of those bodies corporate; and

        (b) 	the votes attached to those securities are sufficient, if
                exercised, to elect a majority of the directors of the body
                corporate.

2.3	Words, etc.

        In this Plan; unless the context otherwise dictates, references to the
        masculine include the feminine and references to the singular include
        the plural and vice versa; the inclusion of headings is for convenience
        of reference only and shall not affect the construction hereof; and all
        money references are to Canadian currency.

3.	ELIGIBILITY

        All Eligible Parties may participate in the Plan on the basis described
        herein, subject to applicable legal, timing and other constraints which
        may preclude or limit participation. However no Eligible Party has the
        right to participate in the Plan and the Committee may decide on those
        Eligible Parties who may participate in the Plan and the extent of
        participation.

4.	PARTICIPATION

        Participation in the Plan is voluntary and any decision not to
        participate shall not affect an Employee's or other Option holder's
        employment with the Company or a Subsidiary of the Company.  Nothing
        contained in this Plan shall give any Employee or other Option holder
        the right to be retained in the services of the Company or a Subsidiary
        of the Company, nor shall it interfere with the right of the Company or
        any Subsidiary of the Company, to discharge an Employee or other Option
        holder.  An Option holder shall have no entitlement by way of
        compensation or damages resulting from the termination of the office or
        employment by virtue which he is or may be eligible to participate in,
        or to exercise Options under the Plan for the loss of any right or
        benefit or prospective right or benefit under the Plan which he might
        otherwise have enjoyed whether the compensation is claimed for wrongful
        dismissal or otherwise. Participation in the Plan will not give any
        Employee or other Option holder any right or claim to any benefit
        except to the extent provided in the Plan.

                                               3

<PAGE>


5.	OPTIONS

5.1	Shares Subject to, and Maximum Number of Shares Issuable Under, the Plan
        <FN 2> Options may be granted in respect of authorized and unissued
        Shares.   The maximum number of Shares (the "Specified Maximum") which
        may be issued upon exercise of Options granted under the Plan is twenty
        two million (22,000,000).  For the purpose of this Paragraph 5.1 and the
        applicable rules of the stock exchanges on which the Shares are listed:

        a)	Shares which have been purchased or issued under the Plan prior
                to March 2, 1995 pursuant to share purchases made or Options
                which have been exercised prior to such date shall not be
                counted as Shares which have been purchased or issued under the
                Specified Maximum; and

        b)	Shares and Options which expire unexercised shall be available
                for issuance under the Specified Maximum.

        No fractional Shares may be purchased or issued under the Plan.

5.2	Grant of Options <FN 3>

        Options may be granted to any Employee.  Options may be granted by the
        Company pursuant to the decisions of the Committee provided and to the
        extent that such decisions are approved by the board of directors of the
        Company.  Options shall not be granted to non-executive directors of the
        Corporation if, after such grant, the number of Shares available
        for issue upon the exercise of options by present or former
        non-executive directors would exceed one tenth of one percent of the
        aggregate of Shares issued and outstanding.

5.3	Terms of Options

        Subject as herein and otherwise specifically provided in this Paragraph
        5, the number of Shares subject to each Option, the Option Price, the
        expiration date of each Option, the extent to which each Option is
        exercisable from time to time during the term of the Option and other
        terms and conditions relating to each such Option shall be determined
        by the Committee; provided, however, that if no specific determination
        is made by the Committee with respect to any of the following matters,
        each Option shall, subject to any other specific provisions of the
        Plan, contain the following terms and conditions:


       <FN 2> As amended and pursuant to Board Resolutions date January 31, 1996
            and January 27, 2000

       <FN 3> As amended and pursuant to Board Resolutions date January 30, 1997
            and March 20, 2000



                                           4

<PAGE>


        a)	the period during which the Option shall be exercisable shall
                be ten years from the date the Option is granted to the
                Optionee; and

        b)	not more than one-fifth of the Shares covered by the Option
                may be taken up during any one of the first five years of the
                term of the Option; provided, however, that if the number of
                Shares taken up under the Option in any of such years is less
                than one-fifth of the Shares covered by the Option, the
                Option holder  shall have the right, at any time or from
                time to time during the remainder of the term of the Option,
                to purchase such number of shares subject to the Option which
                were purchasable, but not purchased by him, during such year;
                and provided further that in the event that, at any time, an
                offer is made to all holders of Shares to purchase some or
                all of their Shares, the Company will give notice of such
                offer to Option holders and all Options will become
                immediately exercisable.


5.4	Option Price <FN 4>

        The Option Price on Shares which are the subject of Options shall not be
        lower than the Market Price.

5.5	Maximum Option Period

        In no event may the term of an Option exceed ten years from the time of
        the grant of the Option.

5.6	Limit on Options to any Person

        The total number of Shares to be optioned to any optionee under the
        Plan together with any Shares reserved for issuance under options for
        services and employee stock purchase plans to such optionee shall not
        exceed 5% of the issued and outstanding Shares at the date of the grant
        of the Option.

5.7	Options Non-Assignable

        Each Option is personal to the Option holder and is non-assignable.


        <FN 4> As amended and pursuant to Board Resolution date July 26, 1995


                                              5
<PAGE>
5.8	Change of Employment <FN 5>

        Notwithstanding any other provisions of the Plan, Options shall not be
        affected by any change of employment of the Option holder where the
        Option holder continues to be employed by or continues to be a director
        of the Company or a Subsidiary of the Company.

5.9	Exercise of Options

        Subject to the provisions of the Plan, an Option may be exercised from
        time to time by delivery to the Secretary of the Company of a completed
        Option exercise form, in the form specified by the Company, specifying
        the number of Shares with respect to which the Option is being
        exercised and accompanied by payment in full of the Option Price of the
        Shares then being purchased in the form of a cheque or money order in
        Canadian currency made payable to the Company.  Certificates for such
        Shares shall be delivered to the Option holder within a reasonable time
        following the receipt of such notice and payment.  The Shares which are
        issued on the exercise of an Option will be the same in all respects as
        shares of the same class already in issue.

5.10	Conditions Precedent to Issuance of Shares

        Notwithstanding any of the provisions contained in the Plan or in any
        Option, the Company's obligation to issue shares to an Option holder
        pursuant to the exercise of an Option shall be subject to:

        a)	completion of such registration or other qualification of such
                Shares or obtaining approval of such governmental authority as
                the Company shall determine to be necessary or advisable in
                connection with the authorization, issuance or sale thereof;

        b)	the admission of such Shares to listing on any stock exchange
                on which the Shares may then be listed; and

        c)	the receipt from the Option holder of such representations,
                agreements and undertakings as to future dealings in such
                Shares as the Company determines to be necessary or advisable
                in order to safeguard against the violation of the securities
                laws of any applicable jurisdiction.  In this connection the
                Company shall, to the extent necessary, take all reasonable
                steps to obtain such approvals, registrations and
                qualifications as may be necessary for issuance of such
                Shares in compliance with applicable securities laws and for
                the listing of such Shares on any stock exchange on which the
                Shares are then listed.

       <FN 5> As amended and pursuant to Board Resolution date January 30, 1997


                                           6

<PAGE>


5.11	Adjustments

        Appropriate adjustments in the number of Shares subject to the Plan, and
        as regard Options granted or to be granted, in the number of Shares
        subject to an Option and in the Option Price, shall be made by the board
        of directors of the Company to give effect to adjustments in the number
        of Shares resulting from subdivisions, consolidations or
        reclassifications of the Shares, the payment of stock dividends by the
        Company (other than dividends in the ordinary course) or other relevant
        changes in the capital stock of the Company, subsequent to the approval
        of the Plan by the board of directors of the Company, the purpose of
        such adjustments being to put the Option holder upon exercising an
        Option in the same position as he would have been in if he had
        exercised the Option prior to the relevant change to the Shares,
        except with respect to the receipt of income on the Shares.

6.	OTHER EVENTS AFFECTING ENTITLEMENT

6.1	Death of Participant

        In the event of the death of a holder of Options before all of the
        Shares purchased under the Plan by the holder of Options have been
        delivered to him and/or all of the Options granted to the Option
        holder under the Plan have been exercised, the Option holder's
        executors or heirs shall be entitled to participate in the Plan to
        the extent the Option holder would have been entitled to, provided
        that:

        a)	any Options which were exercisable by the Option holder as
                at the date of death may be exercised by the Option holder's
                estate at any time within 12 months of the date of death
                (or such longer period as the Committee may determine); and

        b)	any Options granted to the Option holder under the Plan
                which were not exercisable as at the date of death and any
                Options exercised by the Option holder's estate as provided
                in Clause 6.1(a) shall expire and be of no further effect.

6.2	Termination

        Subject to the other provisions hereof, in the event that after the
        acceptance by the Company of the grant of Options to an Option holder
        an Option holder's employment with the Company or a Subsidiary of the
        Company , is terminated, other than termination because of death or
        retirement:

        a)	in the case of the termination of the Option holder's
                employment at the option of the Company or a Subsidiary of the
                Company , and without cause, any options granted to the


                                           7

<PAGE>



                Option holder under the Plan may be exercised by the Option
                holder at any time within 12 months of the date of termination.
                Unless the Committee decides otherwise prior to the grant of
                any Option, termination without cause shall include (i)
                termination of an Option holder's employment with the Company
                or a Subsidiary of the Company by reason of the transfer of the
                business or part of the business of the Company or a Subsidiary
                of the Company to a person other than the Company or a
                Subsidiary of the Company and (ii) a Subsidiary of the Company
                by which an Option holder is employed ceasing to be a
                Subsidiary of the Company; and

         b)	in any other case not covered by Clause 6.2(a), any Options
                granted to the Option holder under the Plan shall immediately
                expire and be of no further effect, whether or not such Options
                had become exercisable by the time of termination.

6.3	Other Disruption of Employment

        In the event that after the grant of Options to an Option holder an
        Option holder:

        a)	takes a Company approved leave of absence without pay;

        b)	becomes disabled and entitled to benefits under a long-term
                disability program; or

        c)	retires from his employment with the Company or a Subsidiary
                of the Company, the Option holder shall be entitled to continue
                his participation in the Plan, provided that:


              i)	any Options which were exercisable by the Option
                        holder as at the date of the relevant event listed
                        in Clauses 6.3(a) and 6.3(b) or which become
                        exercisable by the Option holder within 24 months
                        after the commencement of the leave of absence or
                        of the disability may be exercised at any time
                        within six months of the later of such dates (or
                        such longer period as the Committee may determine);

             ii)	any Options which were exercisable by the Option holder
                        as at the date of retirement may be exercised at any
                        time within five years after the date of retirement;
                        and

             iii)	any Options granted to the Option holder under the
                        Plan which were not exercisable as at the date of
                        the relevant event listed in Clauses 6.3(a) to 6.3(c)
                        or which did not become exercisable within 24 months
                        after the commencement of the leave of absence or of
                        the disability and any Options not exercised as provided
                        in Clause 6.3(i) or 6.3(ii) shall expire and be of no
                        further effect.


                                        8

<PAGE>



7.	PARTICIPANT'S RIGHT NOT TRANSFERRABLE

        Except as provided herein, the rights of an Option holder under the Plan
        are non-transferrable, in whole or in part, either directly or by
        operation of law or otherwise in any manner.

8.	NOTICES

        Any notice or other document to be delivered to an Option holder shall
        be validly sent, given or delivered if it is delivered by hand to the
        Option holder or is mailed by first class prepaid mail to the latest
        address shown on the records of the Company for the Option holder for
        purposes of the Plan or, in the absence of such address for purposes
        of the Plan, for general purposes.  Any notice or document so mailed
        shall be deemed to have been received by the Option holder in the
        ordinary course of mail.

9.	REGULATIONS AND AMENDMENT

9.1	Regulations

        The Committee may make, amend and repeal at any time and from time to
        time such resolutions not inconsistent herewith as it may deem
        necessary or advisable for the administration and operation of the
        Plan.  In particular, the Committee may delegate to any person, group
        of persons or corporation, any administrative duties and powers under
        the Plan.  All decisions and interpretations of the Committee
        respecting the Plan and all rules and regulations made from time to
        time pursuant thereto, shall be binding and conclusive on the Company,
        on all Eligible Parties, on all Option holders and on their respective
        legal representatives.

9.2	Amendment

        The Company may amend the Plan:

        a)	to make formal, minor or technical modifications to any of the
                provisions of the Plan;

        b)	to change any of the provisions of the Plan provided the change
                is not materially prejudicial to the interests of the Option
                holders; or

        c)	to correct any ambiguity, defective provisions, error or
                omissions in the provisions of the Plan provided that the
                rights of the Option holders are not prejudiced by the
                correction.

        Any other amendment to the Plan shall be effective only after it has
        been approved by a resolution of the Option holders signed by the Option
        holders holding or having rights to acquire


                                         9
<PAGE>



        a majority of the Shares issued or to be issued under the Plan or passed
        at a meeting of Option holders (held after at least 14 days notice to
        all Option holders and attended in person or by proxy by at least two
        Option holders) by the affirmative vote of Option holders holding or
        having rights to acquire a majority of the Shares held by or subject to
        rights to acquire by the Option holders who are present or represented
        at the meeting.

10.	COSTS

        The Company shall pay all costs of administering and operating the Plan.

11.	APPLICABLE LAW

        The Plan shall be governed by and construed in accordance with the laws
        of the Province of Alberta and the courts of such province shall have
        non-exclusive jurisdiction over any dispute under the Plan.
[{"type": "S-8", "sequence": "1", "filename": "petros8.txt", "description": "S-8", "secsgml_size_bytes": 96929}]
{"company-data": {"conformed-name": "PETRO CANADA", "cik": "0000795615", "assigned-sic": "2911", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100973", "film-number": "02807974"}, "business-address": {"street1": "150 6TH AVE S W", "city": "CALGARY ALBERTA CANA", "state": "A0", "zip": "T2P 3Y7", "phone": "4032968000"}}
As filed with the Securities and Exchange Commission on November 4, 2002

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                  PETRO-CANADA
             (Exact name of registrant as specified in its charter)

           Canada                                     Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              150  6th Avenue S.W.
                                Calgary, Alberta
                                Canada T2P 3E3
                    (Address of principal executive offices)

                      Petro-Canada Employee Stock Option Plan
                             (Full title of the Plan)
                            ------------------------

                              CT Corporation System
                               111 Eighth Avenue
                              New York, NY  10011
                                (212) 894-8940
                      (Name, address, including zip code,
                   and telephone number, including area code,
                              of agent for service)

                                    Copy to:

                              Marilyn Mooney, Esq.
                           Fulbright & Jaworski L.L.P.
                            801 Pennsylvania Ave., NW
                             Washington, DC  20004
                                 (202) 662-0200
                              (202) 662-4643 (fax)
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------
Title of Securities   Amount of Shares to   Proposed Maximum    Proposed Maximum      Amount of
                       to be Registered     Offering Price     Aggregate Offering    Registration
                                               Per Share            Price (1)            Fee
-------------------------------------------------------------------------------------------------
<\CAPTION>
>
Common Shares,                                                      $2,000,000           $184
   no par value
-------------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(o) under the Securities Act of 1933.
PART I

Item 1. Plan Information.

     Not required to be filed with this registration statement; being separately
provided to plan participants as specified by Rule 428(b)(1).

Item 2. Registration Information and Employee Plan Annual Information.

     Not required to be filed with this registration statement; being separately
provided to plan participants as specified by Rule 428(b)(1).

                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
by Petro-Canada, a corporation organized pursuant to the laws of Canada, are
incorporated in this registration statement by reference:

     (a)  Petro-Canada's Annual Report on Form 40-F for the fiscal year ended
          December 31, 2001, filed with the SEC on March 27, 2002;

     (b)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on February 1, 2002;

     (c)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on March 27, 2002;

     (d)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on May 8, 2002;

     (e)  Petro-Canada's Report of Foreign Issuer on Form 6-K, filed with the
          SEC on August 12, 2002; and

     (f)  the description of the common shares of Petro-Canada contained in
          Petro-Canada's Registration Statement on Form 40-F, filed with the
          SEC on September 6, 1995.

     All documents subsequently filed by Petro-Canada pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents.  Any statement
Contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which is also or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

     The consolidated financial statements included in the Annual Report on Form
40-F incorporated herein by reference were audited by Arthur Andersen LLP.
After reasonable efforts, Petro-Canada has been unable to obtain the consent of
Arthur Andersen LLP to the incorporation by reference of its audit report dated
January 31, 2002 into this registration statement.  Under these circumstances,
Rule 437a under the Securities Act of 1933 permits Petro-Canada to file this
registration statement without a written consent from Arthur Andersen LLP.  The
absence of such consent may limit recovery by investors on certain claims.  In
particular, and without limitation, investors will not be able to assert claims
against Arthur Andersen LLP under Section 11 of the Securities Act of 1933.  In
addition, the ability of Arthur Andersen LLP to satisfy any claims (including
claims arising from Arthur Andersen LLP's provision of auditing and any other
services to us) may be limited as a practical matter due to recent events
involving Arthur Andersen LLP.
Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel.

    Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 124 of the Canada Business Corporations Act ("CBCA"), which governs
Petro-Canada, provides that, except in respect of an action by or on behalf of
Petro-Canada to procure a judgment in its favor, Petro-Canada may indemnify a
director or officer of Petro-Canada, a former director or officer of
Petro-Canada or a person who acts or acted at Petro-Canada's request as a
director or officer of a body corporate of which Petro-Canada is or was a
shareholder or creditor, and his heirs and legal representatives against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of Petro-Canada or such body
corporate, if (a) he acted honestly and in good faith with a view to the best
interests of Petro-Canada and (b) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.  Petro-Canada may with the
approval of a court indemnify a person referred to above in respect of an action
by or on behalf of Petro-Canada or body corporate to procure a judgment in its
favor, to which he is made a party by reason of being or having been a director
or an officer of Petro-Canada or body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with such action if he
fulfills the conditions set out in (a) or (b) above.  Notwithstanding the
foregoing, a person referred to in Section 124(1) of the CBCA is entitled to
indemnification from Petro-Canada in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of Petro-Canada or body corporate if
he was substantially successful on the merits in his defense of the action of
proceeding and he fulfills the conditions set out in (a) and (b) above.

     Petro-Canada has entered into indemnification agreements with each of its
officers and directors pursuant to which they are indemnified to the fullest
extent permitted by the CBCA.  In addition, these agreements provide that
Petro-Canada may advance monies to an officer or director for the costs,
charges and expenses of any civil, criminal, administrative, investigative or
other proceeding; provided, that, such officer or director shall repay the
money if he does not fulfill the conditions set forth in (a) and (b) above.
Petro-Canada has further agreed to indemnify each of its officers and
directors and their heirs and representatives for any taxes payable by them
as a result of any payment made to them pursuant to the indemnification
agreement.

     Petro-Canada maintains a directors' and officers' liability policy which
reimburses Petro-Canada for amounts lawfully paid to its directors and officers
in any year to indemnify such directors and officers, subject to policy
limits and deductibles.  This policy also pays for losses on behalf of each
insured director or officer in situations where Petro-Canada either chooses
not to indemnify, or is unable (either legally or financially) to indemnify
the director or officer, subject to policy limits.  Petro-Canada has also
acquired an additional pre-paid insurance policy which is available to cover
directors' and officers' losses that are not indemnified by Petro-Canada.
This insurance can be triggered following the reporting of a claim, thus
supplementing the limit of insurance eroded by any previous claim.

Item 7. Exemption from Registration Claimed.

    Not applicable.
Item 8. Exhibits.

Exhibit 4.1    Canada Business Corporations Act Form 4 Articles of Amendment
               of Petro-Canada dated June 15, 2001

Exhibit 4.2    Petro-Canada Employee Stock Option Plan,
               as amended and restated to October 31, 2002

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of this registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered that remain
               unsold at the termination of the offering.

     (b)  The  undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of
          the registrant's Annual Report pursuant to Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934 (and, where applicable, each
          filing of an employee benefit plan's annual report pursuant to
          Section 15(d) of the Exchange Act) that is incorporated by reference
          in the registration statement shall be deemed to be a new
          registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to
          be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in
          the opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
          Securities Act and is, therefore, unenforceable.  In the event that
          a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director,
officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against public
          policy as expressed in the Securities Act and will be governed by
          the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Canada, on
October 31, 2002.

                                   PETRO-CANADA

                                   By:  /s/ Ronald A. Brenneman
                                       ---------------------------
                                       Ronald A. Brenneman
                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Ronald A. Brenneman
----------------------------       Chief Executive Officer and                 October 31, 2002
                                   Director (Principal Executive Officer)
    Ronald A. Brenneman

/s/ Ernest F.H. Roberts            Senior Vice President and
----------------------------       Chief Financial Officer (Principal          October 31, 2002
    Ernest F.H. Roberts            Financial Officer)

/s/ Christopher J. Smith
----------------------------       Controller                                  October 31, 2002
    Christopher J. Smith           (Principal Accounting Officer)

/s/ Angus A. Bruneau
----------------------------       Director                                    October 31, 2002
    Angus A. Bruneau

/s/ Gail Cook-Bennett
----------------------------       Director                                    October 31, 2002
    Gail Cook-Bennett

/s/ John F. Cordeau
----------------------------       Director                                    October 31, 2002
    John F. Cordeau
Signature                          Title                                        Date
----------------------------       ------------------                           -------

/s/ Purdy Crawford
----------------------------       Director                                   October 31, 2002
    Purdy Crawford

/s/ Claude Fontaine
----------------------------       Director                                   October 31, 2002
    Claude Fontaine

/s/ Paul M. A. Haseldonckx
----------------------------       Director                                   October 31, 2002
    Paul M. A. Haseldonckx

/s/ Thomas E. Kierans
----------------------------       Director                                   October 31, 2002
    Thomas E. Kierans

/s/ Brian F. MacNeill
----------------------------       Director                                   October 31, 2002
    Brian F. MacNeill

/s/ Paul D. Melnuk
----------------------------       Director                                   October 31, 2002
    Paul D. Melnuk

/s/ Guylaine Saucier
----------------------------       Director                                   October 31, 2002
    Guylaine Saucier

/s/ William W. Siebens
-----------------------------      Director                                   October 31, 2002
    William W. Siebens
Signature                          Title                                        Date
----------------------------       ------------------                           -------
Pursuant to the requirements of Section 6(a) of the Securities Act, the
undersigned has signed this registration statement solely in the capacity of the
duly authorized representative of the registrant in the United States on
October 24, 2002.

                                   CT CORPORATION SYSTEM

                                   By: /s/ Kathleen C. Gariepy
                                      -------------------------
                                      Kathleen C. Gariepy
                                      Assistant Secretary
Exhibit Index

Exhibit 4.1    Canada Business Corporations Act Form 4 Articles of Amendment
               of Petro-Canada dated June 15, 2001

Exhibit 4.2    Petro-Canada Employee Stock Option Plan,
               as amended and restated to October 31, 2002
Exhibit 4.1

Industry Canada                         Industrie Canada

Certificate of Amendment                Certificat de modification

Canada Business Corporations Act        Loi canadienne sur les
                                        societes par actions

Petro-Canada                            267612-5

----------------------------------      --------------------------------------
Name of corporation - Denomination de   Corporation Number - Numero de la
la societe                              societe

I hereby certif y that the articles     Je certifie que les statuts de la
of the above-named corporation were     societe susmentionnee ont ete modifies:
amended:

a) under  section  13  of   the   [ ]   a) en  vertu de l'article 13 de la
Canada Business Corporations            Loi canadienne sur les societes
Act  in accordance with  the            par actions, conformement
attached notice;                        l'avis ci-joint;

b) under  section  27  of   the   [ ]   b) en  vertu d l'article 27 de  la
Canada  Business Corporation            Loi canadienne sur les societes
Act   as  set  out  in   the            par   actions,  tel  qu'il  est
attached     articles     of            indique    dans   les   clauses
amendment   designating    a            modificatrices       ci-jointes
series of shares;                       designant une serie d'actions;

c) under  section  179  of  the   [X]   c) en vertu de l'article 179 de la
Canada Business Corporations            Loi canadienne sur les societes
Act   as  set  out  in   the            par   actions,  tel  qu'il  est
attached     articles     of            indique    dans   les   clauses
amendment;                              modificatrices ci-jointes;

d) under  section  191  of  the   [ ]   d) en vertu de l'article 191 de la
Canada Business Corporations            Loi canadienne sur les societes
Act   as  set  out  in   the            par   actions,  tel  qu'il  est
attached     articles     of            indique  dans  les  clauses  de
reorganization;                         reorganisation ci-jointes;

   /s/ Director
   Director - Directeur                 June 15, 2001/le 15 juin 2001

                                        Date   of   Amendment - Date de
                                        modification
Industry Canada      Industrie Canada
                                           FORM 4                 FORMULE 4
Canada Business      Loi canadienne sur    Articles of Amendment  Clauses Modificatrices
Corporations Act     les societes par      (Section 27 or 177)    (Articles 27 ou 177)
                     actions
--------------------------------------------------------------------------------

1  -  Names  of corporation -            2 - Corporation No. - No de la societe
        Denomination de la societe

        PETRO-CANADA                         267612-5
--------------------------------------------------------------------------------

3  -  The  articles of the above-named      Les statuts de la societe mentionnee
      corporation are  amended as           ci-dessus sont modifies de la facon
      follows:                              suivante:

The  Certificate  and  Restated Articles of the  Corporation  are  amended  as
follows:

Schedules  "A", "B" and "C" are deleted and replaced with Schedules  "A",  "B"
and "C" as attached hereto.

Date             Signature                           Title - Titre

                 /s/ W. A. (Alf) Peneycad
June  15,  2001      W. A. (Alf) Peneycad   Vice-President, General Counsel and
                                            Corporate Secretary

-------------------------------------------------------------------------------

                                            For departmental use only -
                                            A l'usage du ministere
                                            seulement
                                            Filed - Deposee    June 16, 2001

-------------------------------------------------------------------------------
SCHEDULE "A"

               The Corporation is authorized to issue:

               (i)   an  unlimited number of preferred shares  issuable
                     in series designated as Senior Preferred Shares;

               (ii)  an  unlimited number of preferred shares  issuable
                     in  series designated as Junior Preferred  Shares;
                     and

               (iii) an unlimited number of Common Shares.

1.        SENIOR PREFERRED SHARES

          The Senior Preferred Shares, as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:

1.1.      Directors' Right to Issue in One or More Series

           The  Senior Preferred Shares may be issued at any  time  or
from time to time in one or more series. Before any shares of a series
are  issued, the board of directors of the Corporation shall  fix  the
number of shares that will form such series and shall, subject to  the
limitations  set  out  in  the  Articles, determine  the  designation,
rights, privileges, restrictions and conditions to be attached to  the
Senior  Preferred  Shares of such series, the  whole  subject  to  the
filing   with  the  Director  (as  defined  in  the  Canada   Business
Corporations  Act (the "Act")) of Articles of Amendment  containing  a
description   of   such  series  including  the  rights,   privileges,
restrictions  and conditions determined by the board of  directors  of
the Corporation.

1.2.      Ranking of the Senior Preferred Shares

           The Senior Preferred Shares of each series shall rank on  a
parity  with  the Senior Preferred Shares of every other  series  with
respect to dividends and return of capital and shall be entitled to  a
preference over the Junior Preferred Shares and the Common  Shares  of
the Corporation and over any other shares ranking junior to the Senior
Preferred Shares with respect to priority in payment of dividends  and
in  the  distribution  of  assets in the  event  of  the  liquidation,
dissolution  or  winding-up of the Corporation, whether  voluntary  or
involuntary,  or  any  other  distribution  of  the  assets   of   the
Corporation among its shareholders for the purpose of winding  up  its
affairs.  If  any  cumulative dividends, whether or not  declared,  or
declared  non-cumulative dividends or amounts  payable  on  return  of
capital  are not paid in full in respect of any series of  the  Senior
Preferred  Shares,  the Senior Preferred Shares of  all  series  shall
participate  rateably in respect of such dividends in accordance  with
the  sums  that would be payable on such shares if all such  dividends
were  declared  and  paid in full, and in respect of  such  return  of
capital  in  accordance with the sums that would be  payable  on  such
return  of capital if all sums so payable were paid in full; provided,
however, that if there are insufficient assets to satisfy in full  all
such  claims  as aforesaid, the claims of the holders  of  the  Senior
Preferred Shares with respect to return of capital shall be  paid  and
satisfied  first and any assets remaining thereafter shall be  applied
towards  the  payment  and  satisfaction  of  claims  in  respect   of
dividends. The Senior Preferred Shares of any series may also be given
such  other  preferences not inconsistent with the rights, privileges,
restrictions and conditions attached to the Senior Preferred Shares as
a  class over the Junior Preferred Shares and the Common Shares of the
Corporation  and over any other shares ranking junior  to  the  Senior
Preferred  Shares as may be determined in the case of such  series  of
Senior Preferred Shares.

1.3.      Voting Rights

           Except as hereinafter referred to or as required by law  or
unless  provision is made in the Articles relating to  any  series  of
Senior  Preferred  Shares that such series is entitled  to  vote,  the
holders  of  the  Senior Preferred Shares as  a  class  shall  not  be
entitled  as  such to receive notice of, to attend or to vote  at  any
meeting of the shareholders of the Corporation.

1.4.       Amendment  with  Approval of Holders  of  Senior  Preferred
Shares

          The rights, privileges, restrictions and conditions attached
to  the Senior Preferred Shares as a class may be added to, changed or
removed  but  only  with  the approval of the holders  of  the  Senior
Preferred Shares given as hereinafter specified.

1.5.      Approval of Holders of the Senior Preferred Shares

           The  approval of the holders of the Senior Preferred Shares
to  add  to,  change  or remove any right, privilege,  restriction  or
condition  attaching to the Senior Preferred Shares as a class  or  in
respect  of  any other matter requiring the consent of the holders  of
the Senior Preferred Shares may be given in such manner as may then be
required  by law, subject to a minimum requirement that such  approval
be  given  by  resolution  signed by all the  holders  of  the  Senior
Preferred Shares or passed by the affirmative vote of at least 2/3  of
the  votes  cast  at a meeting of the holders of the Senior  Preferred
Shares duly called for that purpose.

          The formalities to be observed with respect to the giving of
notice  of  any  such  meeting or any adjourned  meeting,  the  quorum
required therefor and the conduct thereof shall be those from time  to
time  prescribed  by the by-laws of the Corporation  with  respect  to
meetings of shareholders, or if not so prescribed, as required by  the
Act  as  in force at the time of the meeting. On every poll  taken  at
every  meeting  of  the holders of the Senior Preferred  Shares  as  a
class, or at any joint meeting of the holders of two or more series of
Senior  Preferred  Shares,  each holder  of  Senior  Preferred  Shares
entitled to vote thereat shall have one vote in respect of each  $1.00
of the issue price of each Senior Preferred Share held.

2.        JUNIOR PREFERRED SHARES

          The Junior Preferred Shares, as a class, shall have attached
thereto the following rights, privileges, restrictions and conditions:

                                  2
2.1.      Directors' Right to Issue in One or More Series

           The  Junior Preferred Shares may be issued at any  time  or
from time to time in one or more series. Before any shares of a series
are  issued, the board of directors of the Corporation shall  fix  the
number of shares that will form such series and shall, subject to  the
limitations  set  out  in  the  Articles, determine  the  designation,
rights, privileges, restrictions and conditions to be attached to  the
Junior  Preferred  Shares of such series, the  whole  subject  to  the
filing  with  the  Director (as defined in the  Act)  of  Articles  of
Amendment  containing  a  description of  such  series  including  the
rights,  privileges,  restrictions and conditions  determined  by  the
board of directors of the Corporation.

2.2.      Ranking of the Junior Preferred Shares

           The Junior Preferred Shares of each series shall rank on  a
parity  with  the Junior Preferred Shares of every other  series  with
respect to dividends and return of capital and shall, subject  to  the
prior  rights  of  the  holders  of the Senior  Preferred  Shares,  be
entitled to a preference over the Common Shares of the Corporation and
over  any  other shares ranking junior to the Junior Preferred  Shares
with  respect  to  priority  in  payment  of  dividends  and  in   the
distribution of assets in the event of the liquidation, dissolution or
winding-up  of  the Corporation, whether voluntary or involuntary,  or
any  other  distribution of the assets of the  Corporation  among  its
shareholders  for  the  purpose of winding  up  its  affairs.  If  any
cumulative  dividends,  whether  or not  declared,  or  declared  non-
cumulative dividends or amounts payable on return of capital  are  not
paid  in full in respect of any series of the Junior Preferred Shares,
the  Junior Preferred Shares of all series shall participate  rateably
in respect of such dividends in accordance with the sums that would be
payable on such shares if all such dividends were declared and paid in
full, and in respect of such return of capital in accordance with  the
sums  that would be payable on such return of capital if all  sums  so
payable  were  paid  in full; provided, however,  that  if  there  are
insufficient  assets to satisfy in full all such claims as  aforesaid,
the  claims of the holders of the Junior Preferred Shares with respect
to  return of capital shall be paid and satisfied first and any assets
remaining  thereafter  shall  be  applied  towards  the  payment   and
satisfaction  of claims in respect of dividends. The Junior  Preferred
Shares  of  any  series may also be given such other  preferences  not
inconsistent with the rights, privileges, restrictions and  conditions
attached  to  the Junior Preferred Shares as a class over  the  Common
Shares of the Corporation and over any other shares ranking junior  to
the  Junior Preferred Shares as may be determined in the case of  such
series of Junior Preferred Shares.

2.3.      Voting Rights

           Except as hereinafter referred to or as required by law  or
unless  provision is made in the Articles relating to  any  series  of
Junior  Preferred  Shares that such series is entitled  to  vote,  the
holders  of  the  Junior Preferred Shares as  a  class  shall  not  be
entitled  as  such to receive notice of, to attend or to vote  at  any
meeting of the shareholders of the Corporation.

                                  3
2.4.       Amendment  with  Approval of Holders  of  Junior  Preferred
Shares

          The rights, privileges, restrictions and conditions attached
to  the Junior Preferred Shares as a class may be added to, changed or
removed  but  only  with  the approval of the holders  of  the  Junior
Preferred Shares given as hereinafter specified.

2.5.      Approval of Holders of the Junior Preferred Shares

           The  approval of the holders of the Junior Preferred Shares
to  add  to,  change  or remove any right, privilege,  restriction  or
condition  attaching to the Junior Preferred Shares as a class  or  in
respect  of  any other matter requiring the consent of the holders  of
the Junior Preferred Shares may be given in such manner as may then be
required  by law, subject to a minimum requirement that such  approval
be  given  by  resolution  signed by all the  holders  of  the  Junior
Preferred Shares or passed by the affirmative vote of at least 2/3  of
the  votes  cast  at a meeting of the holders of the Junior  Preferred
Shares duly called for that purpose.

          The formalities to be observed with respect to the giving of
notice  of  any  such  meeting or any adjourned  meeting,  the  quorum
required therefor and the conduct thereof shall be those from time  to
time  prescribed  by the by-laws of the Corporation  with  respect  to
meetings of shareholders, or if not so prescribed, as required by  the
Act  as  in force at the time of the meeting. On every poll  taken  at
every  meeting  of  the holders of the Junior Preferred  Shares  as  a
class, or at any joint meeting of the holders of two or more series of
Junior Preferred Shares, each holder of Junior Shares entitled to vote
thereat  shall  have one vote in respect of each $1.00  of  the  issue
price of each Junior Preferred Share held.

3.        COMMON SHARES

3.1.        The   rights,  privileges,  restrictions  and   conditions
attaching to the Common Shares (the "Common Shares") are as follows:

3.1       Voting

           The  holders  of  the Common Shares shall  be  entitled  to
receive  notice  of and to attend all meetings of the shareholders  of
the  Corporation,  other  than separate meetings  of  the  holders  of
another class or series of shares, and to vote at any such meeting  on
the basis of one vote for each Common Share held.

3.2.      Dividends

            Subject  to  the  rights,  privileges,  restrictions   and
conditions  attaching to the Senior Preferred Shares  and  the  Junior
Preferred  Shares,  the holders of the Common  Shares  shall,  at  the
discretion  of  the  directors, be entitled to  receive  any  dividend
declared by the Corporation on the Common Shares.

                                  4
3.3.      Liquidation, Dissolution or Winding-up

            Subject  to  the  rights,  privileges,  restrictions   and
conditions  attaching to the Senior Preferred Shares  and  the  Junior
Preferred Shares, upon liquidation, dissolution or winding-up  of  the
Corporation  or other distribution of the Corporation's  assets  among
its  shareholders  for  the  purpose of winding-up  its  affairs,  the
holders  of  the  Common  Shares shall  be  entitled  to  receive  the
remaining  assets  of the Corporation and shall be entitled  to  share
equally, share for share, in all distributions of such assets.
4.        INTERPRETATION

          All terms not defined in this Schedule "A" have the meanings
attributed to those terms in the Petro-Canada Public Participation Act
(Canada).

5.        AMENDMENT ON REPEAL OF LEGISLATION

5.1.      Repeal of Individual Ownership Constraint

     5.1.1.     On the date section 9(1)(a) of the Petro-Canada Public
          Participation  Act (Canada), as amended from time  to  time,
          and  any other provisions contained in such Act relating  to
          limitations  on  individual ownership of  voting  shares  is
          repealed  and  not  replaced with other constraints  on  the
          issue,  transfer or ownership of voting shares by individual
          persons,  Schedule "B" and all references thereto  shall  be
          deleted in their entirety.

     5.1.2.    For greater certainty, this section 5.1 shall not apply
          in  the  event  section 9(1)(a) of the  Petro-Canada  Public
          Participation Act (Canada), as amended from time to time, is
          amended  but  not repealed or if such provision is  repealed
          but  is  replaced  with  other provisions  constraining  the
          issue, transfer, ownership or voting of voting shares.

5.2.      Notice of Repeal

           The  Corporation  shall, within 30 days of  the  amendments
provided in section 5.1 becoming effective, send each holder of shares
notice thereof.

                                  5
SCHEDULE "B"

                    OWNERSHIP AND VOTING RESTRICTIONS

1.   Interpretation

1.1.      In this Schedule "B", all terms that are not defined have  the
meanings   attributed   to  those  terms  in  the  Petro-Canada   Public
Participation Act and:

     "directors'   determination"  and  similar   expressions   mean   a
     determination   made  by  the  directors  of  the  Corporation   in
     accordance with section 10;

     "excess voting shares" means voting shares held, beneficially owned
     or controlled in contravention of the individual share constraint;

     "individual  share  constraint"  has  the  meaning  set  forth   in
     subsection 2.1 ;

     "principal  stock exchange" means, at any time, the stock  exchange
     in Canada on which the highest volume of voting shares is generally
     traded  at  that  time,  as  determined by  the  directors  of  the
     Corporation;

     "sell-down notice" has the meaning set forth in subsection 3.1;

     "shareholder  default"  has  the meaning  set  forth  in  paragraph
     3.1(d);

     "shareholder's declaration" means a declaration made in  accordance
     with section 11; and

     "suspension"  has  the  meaning set forth  in  subsection  4.1  and
     "suspend",  "suspended" and similar expressions have  corresponding
     meanings.

1.2.      The provisions of subsections 9(3) to 9(8) of the Petro-Canada
Public Participation Act, as amended from time to time, are deemed to be
incorporated  in this Schedule "B". Any provision of this  Schedule  "B"
that  may be read in a manner that is inconsistent with the Petro-Canada
Public Participation Act shall be read so as to be consistent therewith.

1.3.       For  greater  certainty,  no person  is  presumed  to  be  an
associate of any other person for purposes of paragraph 9(5)(g)  of  the
Petro-Canada Public Participation Act solely by reason that one of  them
has  given  the other the power to vote or direct the voting  of  voting
shares  of a class of voting shares at a meeting of the holders of  that
class  pursuant to a revocable proxy where the proxy is solicited solely
by  means of an information circular issued in a public solicitation  of
proxies  that is made in respect of all voting shares of that class  and
in accordance with applicable law.

1.4.      For the purposes of this Schedule "B":
(a)  where  voting shares of the Corporation are held, beneficially
          owned or controlled by two or more persons jointly, the number
          of  voting  shares held, beneficially owned or  controlled  by
          each  such  person shall include the number of  voting  shares
          held, beneficially owned or controlled jointly with such other
          persons; and

     (b)  references  to  shares  "of"  a person  are  to  shares  held,
          beneficially  owned  or  controlled, directly  or  indirectly,
          otherwise than by way of security only, by that person.

1.5.      In this Schedule "B", except where the context requires to the
contrary, words importing the singular shall include the plural and vice
versa  and words importing gender shall include masculine, feminine  and
neuter genders.

2.   Individual Share Constraint

2.1.       No person, together with the associates of that person, shall
hold,  beneficially  own or control, directly or  indirectly,  otherwise
than  by  way of security only, in the aggregate voting shares to  which
are  attached  more  than twenty per cent (20%) of the  votes  that  may
ordinarily  be  cast to elect directors of the Corporation,  other  than
votes  that  may  be  so  cast by or on behalf  of  the  Minister.  (The
foregoing  prohibition  is  referred to in  this  Schedule  "B"  as  the
"individual share constraint".)

2.2.       In  the  event  that it appears from the  central  securities
register  of  the  Corporation  that  any  person,  together  with   the
associates  of that person, is in contravention of the individual  share
constraint:

     (a)  the  Corporation shall not accept any subscription for  voting
          shares from that person or any associate of that person;

     (b)  the  Corporation  shall not issue any voting  shares  to  that
          person or any associate of that person; and

     (c)  the  Corporation shall not register or otherwise recognize the
          transfer  of any voting shares to that person or any associate
          of that person.

2.3.       In  the event of a directors' determination that any  person,
together with the associates of that person, is in contravention of  the
individual share constraint:

     (a)  the  Corporation shall not accept any subscription for  voting
          shares from that person or any associate of that person;

     (b)  the  Corporation  shall not issue any voting  shares  to  that
          person or any associate of that person;

     (c)  the  Corporation shall not register or otherwise recognize the
          transfer  of any voting shares to that person or any associate
          of that person;

                                  2
(d)  no  person may, in person or by proxy, exercise the  right  to
          vote  any  of  the  voting shares of that  person  or  of  any
          associate of that person;

     (e)  subject  to subsection 9.1, the Corporation shall not  declare
          or pay any dividend, and or make any other distribution:

          (i)  on  any of the excess voting shares of that person or  of
               any associate of that person; or

          (ii)       if  the directors of the Corporation determine that
               the  contravention of the individual ownership constraint
               was  intentional and that it would not be inequitable  to
               do  so, on all of the voting shares of that person and of
               each associate of that person;

          and  any  entitlement to such dividend or  other  distribution
          shall be forfeited; and

     (f)  the   Corporation  shall  send  a  sell-down  notice  to   the
          registered holder of the voting shares of that person  and  of
          each associate of that person.

2.4.       In  the  event  that it appears from the  central  securities
register  of  the  Corporation that, or in the  event  of  a  directors'
determination  that, any person, together with the  associates  of  that
person,  after  any proposed subscription, issue or transfer  of  voting
shares,  would  be in contravention of the individual share  constraint,
the Corporation shall not:

     (a)  accept the proposed subscription for voting shares from;

     (b)  issue the proposed voting shares to; or

     (c)  register or otherwise recognize the proposed transfer  of  any
          voting shares to;

that person or any associate of that person.

2.5.  In the event of a directors' determination that during any  period
any  person,  together  with  the associates  of  that  person,  was  in
contravention of the individual share constraint, the directors  of  the
Corporation may also determine that:

     (a)  any  votes cast, in person or by proxy, during that period  in
          respect  of  the  voting  shares of  that  person  or  of  any
          associate of that person shall be disqualified and deemed  not
          to have been cast; and

     (b)  subject  to  subsection  9.1, each  of  that  person  and  the
          associates  of  that  person is liable to the  Corporation  to
          restore to the Corporation the amount of any dividend paid  or
          distribution received during that period on:

                                  3
(i)  the  excess  voting  shares of that person  and  of  each
               associate of that person; or

          (ii)       if  the directors of the Corporation determine that
               the  contravention of the individual ownership constraint
               was  intentional and that it would not be inequitable  to
               do  so, on all of the voting shares of that person and of
               each associate of that person.

3.   Sell-Down Notice

3.1.       Any  notice (a "sell-down notice") required to be sent  to  a
registered holder of voting shares pursuant to paragraph 2.3(f):

     (a)  shall   specify  in  reasonable  detail  the  nature  of   the
          contravention of the individual share constraint,  the  number
          of voting shares determined to be excess voting shares and the
          consequences of the contravention specified in section 2;

     (b)  shall request an initial or further shareholder's declaration;

     (c)  shall  specify a date, which shall be not less  than  45  days
          after  the  date of the sell-down notice, by which the  excess
          voting shares are to be sold or disposed of; and

     (d)  shall state that unless the registered holder either:

          (i)  sells  or otherwise disposes of the excess voting  shares
               by  the date specified in the sell-down notice on a basis
               that  does  not  result  in  any  contravention  of   the
               individual   share  constraint  and   provides   to   the
               Corporation, in addition to the shareholder's declaration
               requested pursuant to paragraph 3.1(b), written  evidence
               satisfactory  to the Corporation of such  sale  or  other
               disposition; or

          (ii)       provides  to  the Corporation, in addition  to  the
               shareholder's declaration requested pursuant to paragraph
               3.1(b),  written evidence satisfactory to the Corporation
               that  no such sale or other disposition of excess  voting
               shares is required;

     such  default  (a  "shareholder  default")  shall  result  in   the
     consequence of suspension pursuant to section 4 and may  result  in
     the  consequence of sale in accordance with section 5 or redemption
     in  accordance with section 6, in each case without further  notice
     to  the  registered holder, and shall specify in reasonable  detail
     the nature and timing of those consequences.

3.2.       In  the  event  that, following the sending  of  a  sell-down
notice, written evidence is submitted to the Corporation for purposes of
subparagraph  3.1(d)(ii), the Corporation shall assess the  evidence  as
soon  as is reasonably practicable and in any event shall give a  second
notice  to  the person submitting the evidence not later  than  10  days
after  the receipt thereof stating whether the

                                  4
evidence has or  has  not satisfied  the Corporation that no sale or
other disposition  of  excess voting  shares  is  required.  If  the
evidence  has  so  satisfied  the Corporation,  such sell-down notice
shall be cancelled and  such  second notice  shall  so  state.  If the
evidence  has  not  so  satisfied  the Corporation, such second notice
shall reiterate the statements  required to  be  made in such sell-down
notice pursuant to paragraphs 3.1(c)  and (d).  In either case, the 45
day period referred to in paragraph  3.1(c) shall be automatically
extended to the end of the 10 day period referred to  in this section
3.1 if such 10 day period extends beyond such 45 day period.

4.   Suspension

4.1.       In  the  event  of a shareholder default in  respect  of  any
registered holder of voting shares, then, without further notice to  the
registered holder:

     (a)  all  of  the voting shares of the registered holder  shall  be
          deemed  to  be  struck  from the securities  register  of  the
          Corporation;

     (b)  no  person may, in person or by proxy, exercise the  right  to
          vote any of such voting shares;

     (c)  subject  to subsection 9.1, the Corporation shall not  declare
          or pay any dividend, or make any other distribution, on any of
          such  voting  shares and any entitlement to such  dividend  or
          other distribution shall be forfeited;

     (d)  the  Corporation shall not send any form of proxy, information
          circular  or  financial statements of the Corporation  or  any
          other  communication from the Corporation  to  any  person  in
          respect of such voting shares; and

     (e)  no person may exercise any other right or privilege ordinarily
          attached to such voting shares.

(All of the foregoing consequences of a shareholder default are referred
to  in  this  Schedule  "B"  as  a  "suspension".)  Notwithstanding  the
foregoing, a registered holder of suspended voting shares shall have the
right  to transfer such voting shares on any securities register of  the
Corporation  on  a  basis that does not result in contravention  of  the
individual share constraint.

4.2.       The  directors of the Corporation shall cancel any suspension
of  voting  shares of a registered holder and reinstate  the  registered
holder to the securities register of the Corporation for all purposes if
they  determine that, following the cancellation and reinstatement, none
of  such voting shares will be held, beneficially owned or controlled in
contravention of the individual share constraint. For greater certainty,
any  such  reinstatement shall permit, from and after the reinstatement,
the  exercise of all rights and privileges attached to the voting shares
so  reinstated but, subject to subsection 9.1, shall have no retroactive
effect.

                                  5
5.   Sale

5.1   In the event of a shareholder default in respect of any registered
holder  of  voting  shares,  the Corporation  may  elect  by  directors'
determination  to sell, on behalf of the registered holder,  the  excess
voting shares thereof, without further notice thereto, on the terms  set
forth in this section 5 and section 7.

5.2.  The  Corporation may sell any excess voting shares  in  accordance
with this section 5:

     (a)  on the principal stock exchange; or

     (b)  if  there is no principal stock exchange, on such other  stock
          exchange  or organized market on which the voting  shares  are
          then  listed  or  traded as the directors of  the  Corporation
          shall determine; or

     (c)  if the voting shares are not then listed on any stock exchange
          or traded on any organized market, in such other manner as the
          directors of the Corporation shall determine.

5.3.       The  net  proceeds of sale of excess voting  shares  sold  in
accordance with this section 5 shall be the net proceeds after deduction
of any commission, tax or other cost of sale.

5.4.       For  all  purposes  of  a sale of  excess  voting  shares  in
accordance  with this section, the Corporation is the agent  and  lawful
attorney of the registered holder and the beneficial owner of the excess
voting shares.

6.   Redemption

6.1.       In  the  event  of a shareholder default in  respect  of  any
registered  holder of voting shares and in the event that the  directors
of  the  Corporation  determine either that  the  Corporation  has  used
reasonable  efforts  to  sell excess voting shares  in  accordance  with
section 5 but that such sale is impracticable or that it is likely  that
such sale would have material adverse consequences to the Corporation or
the  holders  of voting shares, the Corporation may elect by  directors'
determination,  subject to applicable law, to redeem the  excess  voting
shares  thereof, without further notice thereto, on the terms set  forth
in this section 6 and section 7.

6.2.       The  redemption price paid by the Corporation to  redeem  any
excess voting shares in accordance with this section 6 shall be:

     (a)  the  average  of the closing prices per share  of  the  voting
          shares  on  the principal stock exchange (or, if there  is  no
          principal stock exchange or if the requisite trading of voting
          shares has not occurred on the principal stock exchange,  such
          other  stock exchange or such other organized market on  which
          such  requisite trading has occurred as the directors  of  the
          Corporation shall determine) over the last 10 trading days  on
          which  at  least one board lot of voting shares has traded  on
          the principal stock exchange (or such other stock exchange  or
          such  other  organized  market) in the period  ending  on  the
          trading day immediately preceding the redemption date; or

                                  6
(b)  if  the requisite trading of voting shares has not occurred on
          any stock exchange or other organized market, on such basis as
          the directors of the Corporation shall determine.

7.   Procedures Relating to Sale and Redemption

7.1.      In the event of any sale or redemption of excess voting shares
in  accordance with section 5 or 6, respectively, the Corporation  shall
deposit an amount equal to the amount of the net proceeds of sale or the
redemption  price, respectively, in a special account  in  any  bank  or
trust company in Canada selected by it. The amount of the deposit,  less
the reasonable costs of administration of the special account, shall  be
payable  to  the registered holder of the excess voting shares  sold  or
redeemed on presentation and surrender by the registered holder to  that
bank  or  trust company of the certificate or certificates  representing
the excess voting shares. Any interest earned on any amount so deposited
shall accrue to the benefit of the Corporation.

7.2.       From  and after any deposit made pursuant to subsection  7.1,
the  registered  holder shall not be entitled to any  of  the  remaining
rights  of  a  registered holder in respect of the excess voting  shares
sold or redeemed, other than the right to receive the funds so deposited
on  presentation  and  surrender  of  the  certificate  or  certificates
representing the excess voting shares sold or redeemed.

7.3.  If a part only of the voting shares represented by any certificate
is sold or redeemed in accordance with section 5 or 6, respectively, the
Corporation shall, on presentation and surrender of such certificate and
at  the  expense  of  the  registered holder, issue  a  new  certificate
representing the balance of the voting shares.

7.4. So soon as is reasonably practicable after, and, in any event,  not
later than 30 days after, a deposit made pursuant to subsection 7.1, the
Corporation shall send a notice to the registered holder of  the  excess
voting shares sold or redeemed and the notice shall state:

     (a)  that  a  specified number of voting shares has  been  sold  or
          redeemed, as the case may be;

     (b)  the  amount  of  the  net proceeds of sale or  the  redemption
          price, respectively;

     (c)  the name and address of the bank or trust company at which the
          Corporation has made the deposit of the net proceeds  of  sale
          or the redemption price, respectively; and

     (d)  all  other  relevant  particulars of the sale  or  redemption,
          respectively.

7.5.       For  greater certainty, the Corporation may  sell  or  redeem
excess  voting  shares in accordance with section 5 or 6,  respectively,
despite  the  fact that the Corporation does not possess the certificate
or certificates representing the excess voting shares at the time of the

                                  7
sale  or  redemption. If, in accordance with section 5, the  Corporation
sells  excess  voting shares without possession of  the  certificate  or
certificates  representing  the excess voting  shares,  the  Corporation
shall issue to the purchaser of such excess voting shares or its nominee
a  new certificate or certificates representing the excess voting shares
sold.  If,  in  accordance with section 5 or section 6, the  Corporation
sells  or  redeems  excess  voting  shares  without  possession  of  the
certificate  or certificates representing the excess voting shares  and,
after  the  sale or redemption, a person establishes that it is  a  bona
fide  purchaser  of  the excess voting shares sold  or  redeemed,  then,
subject to applicable law:

     (a)  the  excess  voting shares held or beneficially owned  by  the
          bona  fide  purchaser are deemed to be, from the date  of  the
          sale  or  redemption by the Corporation, as the case  may  be,
          validly  issued and outstanding voting shares in  addition  to
          the excess voting shares sold or redeemed; and

     (b)  notwithstanding subsection 7.2, the Corporation is entitled to
          the  deposit made pursuant to subsection 7.1 and, in the  case
          of  a  sale in accordance with section 5, shall add the amount
          of  the deposit to the stated capital account for the class of
          voting shares issued.

8.   Exceptions

8.1.       Notwithstanding  section 2, the individual  share  constraint
does  not apply in respect of voting shares of the Corporation that  are
held:

     (a)  by the Minister in trust for Her Majesty in right of Canada;

     (b)  by  one  or  more  underwriters  solely  for  the  purpose  of
          distributing the voting shares to the public; or

     (c)  by  any  person  who provides centralized facilities  for  the
          clearing of trades in securities and is acting in relation  to
          trades  in the voting shares solely as an intermediary in  the
          payment of funds or the delivery of securities, or both.

9.   Saving Provisions

9.1.      Notwithstanding any other provision of this Schedule "B":

     (a)  the  directors  of  the Corporation may  determine  to  pay  a
          dividend  or  to make any other distribution on voting  shares
          that  would otherwise be prohibited by any other provision  of
          this  Schedule  "B" where the contravention of the  individual
          share  constraint  that  gave  rise  to  the  prohibition  was
          inadvertent or of a technical nature or it would otherwise  be
          inequitable  not to pay the dividend or make the distribution;
          and

     (b)  where  a  dividend has not been paid or any other distribution
          has not been made on voting shares as a result of a directors'
          determination  of  a  contravention of  the  individual  share

                                  8
constraint,  or where the amount of a dividend  or  any  other
          distribution has been restored to the Corporation pursuant  to
          paragraph 2.5(b) as a result of a directors' determination  of
          a  contravention  of  the  individual  share  constraint,  the
          directors  of  the  Corporation  shall  declare  and  pay  the
          dividend,  make  the  distribution,  or  refund  the  restored
          amount,  respectively, if they subsequently determine that  no
          such contravention occurred.

9.2.       In the event that the Corporation suspends or redeems  voting
shares  in  accordance with section 4 or 6, respectively,  or  otherwise
redeems, purchases for cancellation or otherwise acquires voting shares,
and  the result of such action is that any person and the associates  of
that person who, prior to such action, were not in contravention of  the
individual  share  constraint are, after such action, in  contravention,
then, notwithstanding any other provision of this Schedule "B", the sole
consequence  of  such action to that person and the associates  of  that
person,  in  respect  of the voting shares of that  person  and  of  the
associates of that person held, beneficially owned or controlled at  the
time of such action, shall be that the number of votes attached to those
voting  shares  shall be reduced to a number that is the  largest  whole
number  of  votes that may be attached to the voting shares  which  that
person and the associates of that person could hold, beneficially own or
control  from  time  to  time in compliance with  the  individual  share
constraint.

9.3.       Notwithstanding any other provision of this Schedule  "B",  a
contravention  of  the  individual  share  constraint  shall   have   no
consequences  except  those  that are expressly  provided  for  in  this
Schedule  "B". For greater certainty but without limiting the generality
of the foregoing:

     (a)  no  transfer, issue or ownership of, and no title  to,  voting
          shares;

     (b)  no  resolution of shareholders (except to the extent that  the
          result  thereof  is  affected as  a  result  of  a  directors'
          determination under paragraph 2.5(a)); and

     (c)  no  act of the Corporation, including any transfer of property
          to or by the Corporation;

shall  be  invalid  or  otherwise affected by any contravention  of  the
individual share constraint.

10.  Directors' Determinations

10.1.     The directors of the Corporation shall have the sole right and
authority to administer the provisions of this Schedule "B" and to  make
any  determination required or contemplated hereunder. In so acting, the
directors of the Corporation shall enjoy, in addition to the powers  set
forth in this Schedule "B", all of the powers necessary or desirable, in
their opinion, to carry out the intent and purpose of this Schedule "B".
The  directors  of  the Corporation shall make on  a  timely  basis  all
determinations  necessary for the administration of  the  provisions  of
this Schedule "B" and, without limiting the generality of the foregoing,
if  the  directors of the Corporation consider that there are reasonable
grounds  for believing that a contravention of the individual  ownership
constraint  has  occurred  or will occur, the  directors  shall  make  a
determination  with respect to the matter. Any directors'  determination
that is not inconsistent with the Petro-Canada Public Participation  Act
and  other applicable law shall be conclusive, final and binding  except

                                  9
to  the  extent  modified  by  any subsequent directors'  determination.
Notwithstanding  the  foregoing, the directors of  the  Corporation  may
delegate, in whole or in part:

     (a)  their  power to make a directors' determination in respect  of
          any  particular  matter  to  a  committee  of  the  board   of
          directors; and

     (b)  any  of  their  other  powers  under  this  Schedule  "B"   in
          accordance with subsection 115(3) or paragraph 121(a)  of  the
          Canada Business Corporations Act.

10.2.      The  directors of the Corporation shall make  any  directors'
determination contemplated by section 2:

     (a)  after  the  relevant  shareholder's  declarations  have   been
          requested and received by the Corporation, only:

          (i)  on   a   basis   consistent  with   those   shareholder's
               declarations; or

          (ii)       if  the  directors of the Corporation  are  of  the
               opinion  that  the  shareholder's  declarations  do   not
               contain adequate or accurate information and they believe
               and  have reasonable grounds for believing that they will
               not  be provided with shareholder's declarations that  do
               contain adequate and accurate information; or

     (b)  whether   or  not  any  shareholder's  declaration  has   been
          requested  or  received  by  the  Corporation,  only  if   the
          directors  of  the  Corporation believe  and  have  reasonable
          grounds for believing that they have sufficient information to
          make  the  directors, determination, that the consequences  of
          the directors' determination would not be inequitable to those
          affected by it and that it would be impractical, under all the
          circumstances,  to  request or to await  the  receipt  of  any
          shareholder's declaration.

10.3.      In  administering  the  provisions  of  this  Schedule   "B",
including, without limitation, in making any directors' determination in
accordance  with  subsection 10.2 or otherwise,  the  directors  of  the
Corporation may rely on any information on which the directors  consider
it  reasonable  to  rely  in  the circumstances.  Without  limiting  the
generality of the foregoing, the directors of the Corporation  may  rely
upon  any  shareholder's  declaration, the securities  register  of  the
Corporation, the knowledge of any director, officer or employee  of  the
Corporation or any advisor to the Corporation and the opinion of counsel
to the Corporation.

10.4.      In  administering  the  provisions  of  this  Schedule   "B",
including,  without limitation, in making any directors'  determination,
the  directors shall act honestly and in good faith. Provided  that  the
directors  of  the Corporation so act, they shall not be liable  to  the
Corporation and neither they nor the Corporation shall be liable to  any
holder or beneficial owner of voting securities or any other person for,
nor  with respect to any matter arising from or related to, any  act  or
omission to act in relation to this Schedule "B". To the extent that, in
accordance  with subsection 10.1, any other person exercises the  powers
of  the  directors  of  the  Corporation under  these  provisions,  this
subsection 10.4 applies mutadis mutandis.

                                  10
10.5.     Any directors' determination required or contemplated by  this
Schedule  "B"  shall  be  expressed  and  conclusively  evidenced  by  a
resolution duly adopted.

11.  Shareholder's Declarations

11.1.      For  purposes  of  monitoring  the  compliance  with  and  of
enforcing  the  provisions of this Schedule "B", the  directors  of  the
Corporation may require that any registered holder or beneficial  owner,
or  any other person of whom it is, in the circumstances, reasonable  to
make  such  request,  file with the Corporation  or  its  registrar  and
transfer  agent a completed shareholder's declaration. The directors  of
the  Corporation  shall determine from time to time  written  guidelines
with  respect  to  the  nature of the shareholder's  declaration  to  be
requested,  the  times  at which shareholder's declarations  are  to  be
requested  and  any  other  relevant matters relating  to  shareholder's
declarations.

11.2.     A shareholder's declaration shall be in the form from time  to
time  determined  by  the  directors  of  the  Corporation  pursuant  to
subsection  11.1 and, without limiting the generality of the  foregoing,
may be required to be in the form of a simple declaration in writing  or
a  statutory declaration under the Canada Evidence Act. Without limiting
the  generality  of its contents, any shareholder's declaration  may  be
required to contain information with respect to:

     (a)  whether  the  person is the beneficial owner  of  or  controls
          particular  voting securities or whether any other  person  is
          the  beneficial owner of or controls those voting  securities;
          and

     (b)  whether  the  person  is an associate  of  any  other  person,
          including whether the person and any other person act, or  are
          parties to an agreement or an arrangement, a purpose of  which
          is  to  require them to act, in concert with respect to  their
          interests, direct or indirect, in the Corporation.

                                  11
SCHEDULE "C"

                           OTHER RESTRICTIONS

1.        INTERPRETATION

1.1        In  this Schedule C, all terms that are not defined have  the
meanings   attributed   to  those  terms  in  the  Petro-Canada   Public
Participation Act.

2.        HEAD OFFICE

2.1        The  head  office  of the Corporation shall  be  situated  in
Calgary, Alberta.

3.        RESTRICTION ON SALE OF ASSETS

3.1        The Corporation shall not sell, transfer or otherwise dispose
of,  whether by one transaction or event or several related transactions
or  events, all or substantially all of its assets to any one person  or
group  of associated persons or to non-residents, otherwise than by  way
of security only in connection with the financing of the Corporation.

4.        USE OF OFFICIAL LANGUAGES BY THE PUBLIC

4.1.       The  Corporation shall ensure that any member of  the  public
can,  in either official language, communicate with and obtain available
services from:

     (a)  the head office of the Corporation; and

     (b)  any  of the other offices or facilities of the Corporation and
          any office or facility of any of the wholly-owned subsidiaries
          of  the  Corporation,  where the Corporation  determines  that
          there  is  significant  demand  for  communications  with  and
          services from that office or facility in the language.

4.2.       The  Corporation  shall  adopt from  time  to  time  policies
describing  the  manner  in  which  the  Corporation  will  fulfil   the
requirements of section 4.1.

5.        NUMBER OF DIRECTORS

5.1.       The number of directors of the Corporation shall be a minimum
of 9 and a maximum of 13. The number of directors of the Corporation and
the  number  of  directors to be elected at the annual  meeting  of  the
shareholders shall be determined from time to time by resolution of  the
directors.  The directors may appoint one or more directors,  who  shall
hold  office  for a term expiring not later than the close of  the  next
annual  meeting  of shareholders, but the total number of  directors  so
appointed may not exceed one third of the number of directors elected at
the previous annual meeting of shareholders.
Exhibit 4.2

                                                        AMENDED AND RE-STATED
                                                        PCA STOCK OPTION PLAN

                           PETRO-CANADA
                             EMPLOYEE
                         STOCK OPTION PLAN
              (Amended and Re-stated to October 31, 2002)
              Adopted by the Committee on October 31, 2002
TABLE OF CONTENTS

1.	PURPOSE	1
2.	INTERPRETATION	1
3.	ELIGIBILITY	3
4.	PARTICIPATION	3
5.	OPTIONS	4
6.	OTHER EVENTS AFFECTING ENTITLEMENT	7
7.	PARTICIPANT'S RIGHT NOT TRANSFERRABLE	9
8.	NOTICES	9
9.	REGULATIONS AND AMENDMENT	9
10.	COSTS	10
11.	APPLICABLE LAW	10
1.	PURPOSE
        The intention of the Employee Stock Option Plan is:
        a)	to promote employee commitment to Petro-Canada;
        b)	to encourage investment in Petro-Canada by its employees;
        c)	to encourage employees to further the development of
                Petro-Canada; and
        d)	to retain the key employees necessary for Petro-Canada's long
                term success.

2.	INTERPRETATION

2.1	Definitions.

        As hereinafter used in the Plan:

        "Business Day" means any day, other than Saturday, Sunday or a day which
         is a civic or statutory holiday in Calgary, Alberta.

        "Committee" means the Management Resources and Compensation Committee of
         the board of directors of the Company, or such other committee of the
         board of directors as may be given the responsibility to act on behalf
         of the board of directors with respect to the Plan, or, in the absence
         of any such committee, the board of directors itself.

        "Company" means Petro-Canada, a company incorporated under the laws of
         Canada.

        "Eligible Party" means an Employee or an estate entitled to participate
         in the Plan pursuant to Paragraph 6.1;

        "Employee" means any person (i) who is a director of the Company or a
         Subsidiary of the Company or (ii) who is an employee of the Company or
         a Subsidiary of the Company and (iii) who may be designated as such
         for purposes of the Plan from time to time by the Committee.

        "Market Price" means
with respect to all Options approved by the
         Committee, the closing price of the Shares on the Relevant Stock
         Exchange on the Trading Day immediately preceding the day on which
         the Options are granted, or if the Shares did not trade on the
         Relevant Stock Exchange on such date, the Market Price shall be the
         average of the bid and ask prices in respect of the Shares at the
         close of trading on such date;
As amended and pursuant to Board Resolution date January 31, 1996

                                         1
and for the purposes of the foregoing:
         i.	"Trading Day", with respect to a stock exchange, means a day on
                 which such stock exchange is open for business;

         ii.	"Relevant Stock Exchange" means the Toronto Stock Exchange, or
                 if the shares are not then listed on the Toronto Stock
                 Exchange, the Montreal Exchange, or if the Shares are not then
                 listed on either the Toronto Stock Exchange or the Montreal
                 Exchange, such stock exchange on which the Shares are listed
                 as may be selected by the Committee for such purpose.

        "Option" means an option to purchase Shares granted in accordance with
         the terms of the Plan, as described more fully in Paragraph 5.

        "Option Price" means the price per Share at which Shares may be
         purchased under an Option, as the same may be adjusted from time to
         time in accordance with Paragraph 5.11.

        "Plan" means the Company's Executive Share Purchase and Stock Option
         Plan as established by resolution of the board of directors of the
         Company on April 19, 1991 and described herein and as amended from
         time to time.

        "Shares" means the common shares without nominal or par value in the
         capital of the Company.

2.2	Subsidiary
        In the Plan a body corporate is a "Subsidiary" of another body
        corporate if:

        (a) 	it is controlled by
                (i) 	that other body corporate,
                (ii) 	that other body corporate and one or more bodies
                        corporate each of which is controlled by that other
                        body corporate, or
                (iii) 	two or more bodies corporate each of which is
                        controlled by that other body corporate; or

        (b) 	it is a Subsidiary of a body corporate that is a Subsidiary
                of that other body corporate.

        For this purpose a body corporate is controlled by a person or by two
        or more bodies corporate if:

        (a) 	securities of the body corporate to which are attached more than
                fifty per cent of the votes that may be cast to elect directors
                of the body corporate are held, other than by way of

                                             2
security only, by or for the benefit of that person or by or for
                the benefit of those bodies corporate; and

        (b) 	the votes attached to those securities are sufficient, if
                exercised, to elect a majority of the directors of the body
                corporate.

2.3	Words, etc.

        In this Plan; unless the context otherwise dictates, references to the
        masculine include the feminine and references to the singular include
        the plural and vice versa; the inclusion of headings is for convenience
        of reference only and shall not affect the construction hereof; and all
        money references are to Canadian currency.

3.	ELIGIBILITY

        All Eligible Parties may participate in the Plan on the basis described
        herein, subject to applicable legal, timing and other constraints which
        may preclude or limit participation. However no Eligible Party has the
        right to participate in the Plan and the Committee may decide on those
        Eligible Parties who may participate in the Plan and the extent of
        participation.

4.	PARTICIPATION

        Participation in the Plan is voluntary and any decision not to
        participate shall not affect an Employee's or other Option holder's
        employment with the Company or a Subsidiary of the Company.  Nothing
        contained in this Plan shall give any Employee or other Option holder
        the right to be retained in the services of the Company or a Subsidiary
        of the Company, nor shall it interfere with the right of the Company or
        any Subsidiary of the Company, to discharge an Employee or other Option
        holder.  An Option holder shall have no entitlement by way of
        compensation or damages resulting from the termination of the office or
        employment by virtue which he is or may be eligible to participate in,
        or to exercise Options under the Plan for the loss of any right or
        benefit or prospective right or benefit under the Plan which he might
        otherwise have enjoyed whether the compensation is claimed for wrongful
        dismissal or otherwise. Participation in the Plan will not give any
        Employee or other Option holder any right or claim to any benefit
        except to the extent provided in the Plan.

                                               3
5.	OPTIONS

5.1	Shares Subject to, and Maximum Number of Shares Issuable Under, the Plan
Options may be granted in respect of authorized and unissued
        Shares.   The maximum number of Shares (the "Specified Maximum") which
        may be issued upon exercise of Options granted under the Plan is twenty
        two million (22,000,000).  For the purpose of this Paragraph 5.1 and the
        applicable rules of the stock exchanges on which the Shares are listed:

        a)	Shares which have been purchased or issued under the Plan prior
                to March 2, 1995 pursuant to share purchases made or Options
                which have been exercised prior to such date shall not be
                counted as Shares which have been purchased or issued under the
                Specified Maximum; and

        b)	Shares and Options which expire unexercised shall be available
                for issuance under the Specified Maximum.

        No fractional Shares may be purchased or issued under the Plan.

5.2	Grant of Options
Options may be granted to any Employee.  Options may be granted by the
        Company pursuant to the decisions of the Committee provided and to the
        extent that such decisions are approved by the board of directors of the
        Company.  Options shall not be granted to non-executive directors of the
        Corporation if, after such grant, the number of Shares available
        for issue upon the exercise of options by present or former
        non-executive directors would exceed one tenth of one percent of the
        aggregate of Shares issued and outstanding.

5.3	Terms of Options

        Subject as herein and otherwise specifically provided in this Paragraph
        5, the number of Shares subject to each Option, the Option Price, the
        expiration date of each Option, the extent to which each Option is
        exercisable from time to time during the term of the Option and other
        terms and conditions relating to each such Option shall be determined
        by the Committee; provided, however, that if no specific determination
        is made by the Committee with respect to any of the following matters,
        each Option shall, subject to any other specific provisions of the
        Plan, contain the following terms and conditions:
As amended and pursuant to Board Resolutions date January 31, 1996
            and January 27, 2000
As amended and pursuant to Board Resolutions date January 30, 1997
            and March 20, 2000

                                           4
a)	the period during which the Option shall be exercisable shall
                be ten years from the date the Option is granted to the
                Optionee; and

        b)	not more than one-fifth of the Shares covered by the Option
                may be taken up during any one of the first five years of the
                term of the Option; provided, however, that if the number of
                Shares taken up under the Option in any of such years is less
                than one-fifth of the Shares covered by the Option, the
                Option holder  shall have the right, at any time or from
                time to time during the remainder of the term of the Option,
                to purchase such number of shares subject to the Option which
                were purchasable, but not purchased by him, during such year;
                and provided further that in the event that, at any time, an
                offer is made to all holders of Shares to purchase some or
                all of their Shares, the Company will give notice of such
                offer to Option holders and all Options will become
                immediately exercisable.

5.4	Option Price
The Option Price on Shares which are the subject of Options shall not be
        lower than the Market Price.

5.5	Maximum Option Period

        In no event may the term of an Option exceed ten years from the time of
        the grant of the Option.

5.6	Limit on Options to any Person

        The total number of Shares to be optioned to any optionee under the
        Plan together with any Shares reserved for issuance under options for
        services and employee stock purchase plans to such optionee shall not
        exceed 5% of the issued and outstanding Shares at the date of the grant
        of the Option.

5.7	Options Non-Assignable

        Each Option is personal to the Option holder and is non-assignable.
As amended and pursuant to Board Resolution date July 26, 1995

                                              5
5.8	Change of Employment
Notwithstanding any other provisions of the Plan, Options shall not be
        affected by any change of employment of the Option holder where the
        Option holder continues to be employed by or continues to be a director
        of the Company or a Subsidiary of the Company.

5.9	Exercise of Options

        Subject to the provisions of the Plan, an Option may be exercised from
        time to time by delivery to the Secretary of the Company of a completed
        Option exercise form, in the form specified by the Company, specifying
        the number of Shares with respect to which the Option is being
        exercised and accompanied by payment in full of the Option Price of the
        Shares then being purchased in the form of a cheque or money order in
        Canadian currency made payable to the Company.  Certificates for such
        Shares shall be delivered to the Option holder within a reasonable time
        following the receipt of such notice and payment.  The Shares which are
        issued on the exercise of an Option will be the same in all respects as
        shares of the same class already in issue.

5.10	Conditions Precedent to Issuance of Shares

        Notwithstanding any of the provisions contained in the Plan or in any
        Option, the Company's obligation to issue shares to an Option holder
        pursuant to the exercise of an Option shall be subject to:

        a)	completion of such registration or other qualification of such
                Shares or obtaining approval of such governmental authority as
                the Company shall determine to be necessary or advisable in
                connection with the authorization, issuance or sale thereof;

        b)	the admission of such Shares to listing on any stock exchange
                on which the Shares may then be listed; and

        c)	the receipt from the Option holder of such representations,
                agreements and undertakings as to future dealings in such
                Shares as the Company determines to be necessary or advisable
                in order to safeguard against the violation of the securities
                laws of any applicable jurisdiction.  In this connection the
                Company shall, to the extent necessary, take all reasonable
                steps to obtain such approvals, registrations and
                qualifications as may be necessary for issuance of such
                Shares in compliance with applicable securities laws and for
                the listing of such Shares on any stock exchange on which the
                Shares are then listed.
As amended and pursuant to Board Resolution date January 30, 1997

                                           6
5.11	Adjustments

        Appropriate adjustments in the number of Shares subject to the Plan, and
        as regard Options granted or to be granted, in the number of Shares
        subject to an Option and in the Option Price, shall be made by the board
        of directors of the Company to give effect to adjustments in the number
        of Shares resulting from subdivisions, consolidations or
        reclassifications of the Shares, the payment of stock dividends by the
        Company (other than dividends in the ordinary course) or other relevant
        changes in the capital stock of the Company, subsequent to the approval
        of the Plan by the board of directors of the Company, the purpose of
        such adjustments being to put the Option holder upon exercising an
        Option in the same position as he would have been in if he had
        exercised the Option prior to the relevant change to the Shares,
        except with respect to the receipt of income on the Shares.

6.	OTHER EVENTS AFFECTING ENTITLEMENT

6.1	Death of Participant

        In the event of the death of a holder of Options before all of the
        Shares purchased under the Plan by the holder of Options have been
        delivered to him and/or all of the Options granted to the Option
        holder under the Plan have been exercised, the Option holder's
        executors or heirs shall be entitled to participate in the Plan to
        the extent the Option holder would have been entitled to, provided
        that:

        a)	any Options which were exercisable by the Option holder as
                at the date of death may be exercised by the Option holder's
                estate at any time within 12 months of the date of death
                (or such longer period as the Committee may determine); and

        b)	any Options granted to the Option holder under the Plan
                which were not exercisable as at the date of death and any
                Options exercised by the Option holder's estate as provided
                in Clause 6.1(a) shall expire and be of no further effect.

6.2	Termination

        Subject to the other provisions hereof, in the event that after the
        acceptance by the Company of the grant of Options to an Option holder
        an Option holder's employment with the Company or a Subsidiary of the
        Company , is terminated, other than termination because of death or
        retirement:

        a)	in the case of the termination of the Option holder's
                employment at the option of the Company or a Subsidiary of the
                Company , and without cause, any options granted to the

                                           7
Option holder under the Plan may be exercised by the Option
                holder at any time within 12 months of the date of termination.
                Unless the Committee decides otherwise prior to the grant of
                any Option, termination without cause shall include (i)
                termination of an Option holder's employment with the Company
                or a Subsidiary of the Company by reason of the transfer of the
                business or part of the business of the Company or a Subsidiary
                of the Company to a person other than the Company or a
                Subsidiary of the Company and (ii) a Subsidiary of the Company
                by which an Option holder is employed ceasing to be a
                Subsidiary of the Company; and

         b)	in any other case not covered by Clause 6.2(a), any Options
                granted to the Option holder under the Plan shall immediately
                expire and be of no further effect, whether or not such Options
                had become exercisable by the time of termination.

6.3	Other Disruption of Employment

        In the event that after the grant of Options to an Option holder an
        Option holder:

        a)	takes a Company approved leave of absence without pay;

        b)	becomes disabled and entitled to benefits under a long-term
                disability program; or

        c)	retires from his employment with the Company or a Subsidiary
                of the Company, the Option holder shall be entitled to continue
                his participation in the Plan, provided that:

              i)	any Options which were exercisable by the Option
                        holder as at the date of the relevant event listed
                        in Clauses 6.3(a) and 6.3(b) or which become
                        exercisable by the Option holder within 24 months
                        after the commencement of the leave of absence or
                        of the disability may be exercised at any time
                        within six months of the later of such dates (or
                        such longer period as the Committee may determine);

             ii)	any Options which were exercisable by the Option holder
                        as at the date of retirement may be exercised at any
                        time within five years after the date of retirement;
                        and

             iii)	any Options granted to the Option holder under the
                        Plan which were not exercisable as at the date of
                        the relevant event listed in Clauses 6.3(a) to 6.3(c)
                        or which did not become exercisable within 24 months
                        after the commencement of the leave of absence or of
                        the disability and any Options not exercised as provided
                        in Clause 6.3(i) or 6.3(ii) shall expire and be of no
                        further effect.

                                        8
7.	PARTICIPANT'S RIGHT NOT TRANSFERRABLE

        Except as provided herein, the rights of an Option holder under the Plan
        are non-transferrable, in whole or in part, either directly or by
        operation of law or otherwise in any manner.

8.	NOTICES

        Any notice or other document to be delivered to an Option holder shall
        be validly sent, given or delivered if it is delivered by hand to the
        Option holder or is mailed by first class prepaid mail to the latest
        address shown on the records of the Company for the Option holder for
        purposes of the Plan or, in the absence of such address for purposes
        of the Plan, for general purposes.  Any notice or document so mailed
        shall be deemed to have been received by the Option holder in the
        ordinary course of mail.

9.	REGULATIONS AND AMENDMENT

9.1	Regulations

        The Committee may make, amend and repeal at any time and from time to
        time such resolutions not inconsistent herewith as it may deem
        necessary or advisable for the administration and operation of the
        Plan.  In particular, the Committee may delegate to any person, group
        of persons or corporation, any administrative duties and powers under
        the Plan.  All decisions and interpretations of the Committee
        respecting the Plan and all rules and regulations made from time to
        time pursuant thereto, shall be binding and conclusive on the Company,
        on all Eligible Parties, on all Option holders and on their respective
        legal representatives.

9.2	Amendment

        The Company may amend the Plan:

        a)	to make formal, minor or technical modifications to any of the
                provisions of the Plan;

        b)	to change any of the provisions of the Plan provided the change
                is not materially prejudicial to the interests of the Option
                holders; or

        c)	to correct any ambiguity, defective provisions, error or
                omissions in the provisions of the Plan provided that the
                rights of the Option holders are not prejudiced by the
                correction.

        Any other amendment to the Plan shall be effective only after it has
        been approved by a resolution of the Option holders signed by the Option
        holders holding or having rights to acquire

                                         9
a majority of the Shares issued or to be issued under the Plan or passed
        at a meeting of Option holders (held after at least 14 days notice to
        all Option holders and attended in person or by proxy by at least two
        Option holders) by the affirmative vote of Option holders holding or
        having rights to acquire a majority of the Shares held by or subject to
        rights to acquire by the Option holders who are present or represented
        at the meeting.

10.	COSTS

        The Company shall pay all costs of administering and operating the Plan.

11.	APPLICABLE LAW

        The Plan shall be governed by and construed in accordance with the laws
        of the Province of Alberta and the courts of such province shall have
        non-exclusive jurisdiction over any dispute under the Plan.