EXHIBIT 99.1
                                                                    ------------


                                                            [NEXEN LOGO OMITTED]

                                                     NEXEN INC. 801 - 7th Ave SW
                                                      Calgary, AB Canada T2P 3P7
                                                  T 403 699.4000  F 403 699.5776

N E W S   R E L E A S E

                                                           For immediate release


            NEXEN ACHIEVES STRONG FINANCIAL RESULTS IN THIRD QUARTER


HIGHLIGHTS:

    o   MAJOR PROJECTS CONTINUE ON SCHEDULE AND ON BUDGET

    o   CASH FLOW OF $1.87 PER SHARE; EARNINGS OF $2.36 PER SHARE

    o   GAINS ON ASSET SALES TOTAL $418 MILLION (BEFORE TAX), $1.60 PER SHARE

    o   PRODUCTION AVERAGES 232,000 BOE/D, AFTER MID-QUARTER DISPOSITIONS

    o   KNOTTY HEAD DISCOVERY WELL DRILLING AHEAD IN GULF OF MEXICO



                                               THREE MONTHS ENDED       NINE MONTHS ENDED
                                                  SEPTEMBER 30             SEPTEMBER 30
                                             ---------------------  ------------------------
(Cdn$ millions)                                2005          2004       2005           2004
- --------------------------------------------------------------------------------------------
                                                                          
Production (mboe/d)(1)
       Before Royalties                         232           244        247            247
       After Royalties                          164           170        176            171
Net Sales                                     1,121           837      3,013          2,359
Cash Flow from Operations(2)                    488           508      1,631          1,350
       Per Common Share ($/share)(2)           1.87          1.97       6.27           5.26
Net Income                                      615           220        852            547
       Per Common Share ($/share)              2.36          0.85       3.28           2.13
Capital Expenditures                            648           380      1,923          1,046
- --------------------------------------------------------------------------------------------


(1)  Production  includes our share of Syncrude oil sands.  US investors  should
     read the Cautionary Note to US Investors at the end of this release.

(2)  For reconciliation of this non-GAAP measure,  see Cash Flow from Operations
     on pg. 7.

CALGARY,  ALBERTA,  OCTOBER 13, 2005 - Nexen delivered strong financial  results
with cash flow of $488  million  and net  income  of $615  million  in the third
quarter of 2005.  Strong oil and gas commodity  prices,  improving product price
differentials and gains on dispositions helped generate these results.

We accomplished  these results even after our marketing division recorded a loss
of $162 million in the third quarter.  As a marketer of natural gas, we actively
hold natural gas in storage and pipeline  capacity to transport gas from Alberta
to eastern markets. We use financial  instruments to preserve the economic value
of these physical assets. During the quarter, Hurricanes Katrina and Rita caused
unprecedented  volatility in the market. This resulted in a significant increase
in the  value of these  physical  assets.  At the same  time,  the  value of the
financial  instruments  protecting  the value of these assets  decreased.  While
accounting rules require us to recognize the loss on the financial  instruments,
they do not allow us to recognize  the gain on the  offsetting  physical  assets
until the gas is delivered and sold.  Had we been able to recognize the economic
value of these  offsetting  assets,  marketing would have reported income of $33
million  rather  than a loss of $162  million  for the  quarter.  We  expect  to
recognize  this  difference of $195 million in income over the next two quarters
as the gas is delivered and sold in eastern markets.

                                       1


Income was further reduced by $260 million related to stock-based  compensation.
We have a broad  stock-based  compensation  plan to attract  and retain  quality
employees in a  highly-competitive  environment and have recognized  stock-based
compensation  expense since 2003. Our common shares  appreciated  49% during the
quarter,  adding  approximately $5 billion in shareholder  value.  Cash flow was
reduced by $33 million as a result of this charge.

Income was  increased by $418 million as a result of gains on  dispositions.  We
sold Canadian  conventional  oil and gas properties for proceeds of $946 million
(before  closing  adjustments)  during the quarter.  The properties  contributed
approximately  18,300  boe/d and $56 million of cash flow in the second  quarter
and 6,500 boe/d and $23 million of cash flow in the third quarter. We recognized
gains totaling  approximately $225 million from these sales. During the quarter,
we also raised $500 million from the sale of  approximately  39% of our chemical
business to Canexus  Income Fund.  We  recognized a gain of $193 million on this
disposition.

THIRD-QUARTER PRODUCTION

Third-quarter  production  improved  modestly  from  the  second  quarter  after
considering asset dispositions in Canada and weather-related  disruptions in the
Gulf of Mexico.  The  dispositions  reduced  third-quarter  production by 12,000
boe/d and Gulf production was reduced by approximately  10,000 boe/d as a result
of hurricanes.

                       PRODUCTION BEFORE ROYALTIES   PRODUCTION AFTER ROYALTIES
Crude Oil, NGLs and    ---------------------------   ---------------------------
Natural Gas (mboe/d)     Q3 2005         Q2 2005       Q3 2005          Q2 2005
- --------------------------------------------------   ---------------------------
Yemen                        114             115            61               64
North Sea                     12              12            12               12
Canada                        45              58            36               45
United States                 39              43            33               37
Other Countries                5               6             5                5
Syncrude                      17              17            17               17
                       ---------------------------   ---------------------------
TOTAL                        232             251           164              180
                       ---------------------------   ---------------------------


In Yemen,  production  before  royalties  from East Al Hajr (Block 51) increased
approximately  6,000  bbls/d to  average  just over  30,000  bbls/d in the third
quarter.  The  final  stage of our  production  facilities  are  expected  to be
completed in the fourth quarter.

In the North  Sea,  the  Scott  platform  underwent  a  significant  maintenance
turnaround  and  facilities  upgrade  during the second  and third  quarters  to
improve  reliability and facility  capacity.  The facilities  upgrades  included
significant improvements to the electric, produced water injection, drilling and
metering systems. The overhaul was completed in August.

In the Gulf of Mexico,  Hurricane  Rita  resulted in  significant  damage to our
facilities at Vermillion 321 and 340. These fields were producing  approximately
3,900 boe/d prior to Rita.  While we expect these  facilities  to be repaired in
late  2005,   resumption  of  production   will  be  dependant  on   third-party
infrastructure  being repaired.  Our current production is approximately  31,000
boe/d and we expect  this to  increase to  approximately  42,000  boe/d by early
November  and to  sustain  this  through  the  remainder  of the year.  We carry
insurance that, subject to certain deductibles, should cover property damage and
business interruption from this hurricane.

                                       2


"Production  in Yemen and Canada was  strong  over the first nine  months of the
year," said Charlie Fischer,  Nexen's  President and CEO. "We expect our average
production  for the year to be near the  mid-point  of our  guidance  of between
235,000 and 245,000 boe/d,  even after our asset  dispositions and the impact of
storms in the Gulf."

LONG LAKE PROJECT--LONG-TERM GROWTH PLANS SOLIDIFIED

Long Lake continues on schedule and on budget. With detailed engineering largely
completed,  approximately  60% of  the  project's  total  costs  committed,  and
approximately 45% of these costs incurred,  our experience  remains in line with
our original  estimates.  The major  remaining  cost  uncertainty  is related to
labour  access  and  productivity.  We are  monitoring  these  factors  as field
construction  progresses.  Long Lake is  scheduled  to begin steam  injection in
late-2006 and synthetic crude oil production in 2007.

Nexen and joint  venture  partner,  OPTI Canada,  are currently  planning  three
future phases to increase  production to 240,000 bbls/d by 2016 (120,000  bbls/d
net to Nexen). Phase 2 will develop the southern portion of the Long Lake lease,
known as Kinosis.  Phases 3 and 4 are planned to develop  jointly  held lands at
Cottonwood and Leismer. Detailed planning for Phase 2 has commenced. In 2006, we
will invest in additional  drilling and seismic to further  evaluate our leases.
We are moving forward with environmental and regulatory  applications to support
these staged developments.

Phase 2 steam assisted gravity drainage (SAGD)  production could be on-stream by
late 2010 with  upgrader  start up by the second half of 2011.  Each  subsequent
phase will  leverage the  significant  knowledge  and  experience  gained in the
successful development of previous phases. Future phases will be of similar size
and design as Long Lake,  and  consist of SAGD and an  integrated  upgrader.  By
keeping the core team in place and repeating and improving upon existing designs
and execution  plans,  we expect to gain  efficiencies  in  engineering,  module
fabrication and on-site construction.

"Long Lake and future phases represent an exciting opportunity for our company,"
said  Fischer.  "These  projects have the  potential to provide  annual  reserve
additions  approximating our current corporate production each year for the next
decade and beyond."

BUZZARD UPDATE--INSTALLATION OF FIELD FACILITIES UNDERWAY, DEVELOPMENT DRILLING
TO BEGIN

The Buzzard  development  in the North Sea is over 80%  complete  and remains on
schedule and on budget.  We have  installed  the  platform  jackets and wellhead
deck. Export and water injection  pipelines have been installed and final tie-in
of these  pipelines is ongoing.  We are mobilizing the Galaxy 3 drilling rig and
will commence drilling the eight initial  development wells shortly.  Buzzard is
scheduled to come on-stream  late 2006. At its peak,  Buzzard is expected to add
approximately  85,000 boe/d of net  production and between $1.6 and $1.7 billion
of annual cash flow, assuming US$50/bbl WTI.

Our Farragon field development  remains on schedule to begin producing late this
year at between 3,000 and 4,000 boe/d, net to Nexen.

"With Buzzard,  Long Lake and our other development projects on schedule, in two
years we expect our net  production  to be  approximately  50% higher than it is
today," said Fischer. "This translates into cash flow of more than $4 billion in
2007, assuming oil prices of US$50."

COAL BED METHANE--COMMERCIAL DEVELOPMENT OF MANNVILLE COALS

Nexen and its partners plan to invest  approximately  $400 million over the next
18 months to develop coal bed methane  (CBM) from Upper  Mannville  coals in the
Fort  Assiniboine  area of Alberta.  This  capital  will be used to drill wells,
construct  production  and  water  handling  facilities,   and  expand  existing
facilities in the Corbett area. We are currently finalizing our drilling program
and expect to have four  drilling  rigs  active in the  Corbett  area during the
fourth quarter.

                                       3


"We are focused  primarily on Upper Mannville coals which have high gas-in-place
and large aerial extent," said Fischer. "We currently have over 500 net sections
of CBM lands containing an estimated 3 tcf of gas-in-place. We are targeting 150
million cubic feet of daily CBM production by 2011."

EXPLORATION UPDATE--CONTINUED DRILLING SUCCESS

We had two small exploration  successes in the North Sea during the quarter. The
Polecat-1  well on Block 20/4a  encountered 30 feet of net oil pay. The Yeoman-1
well on Block  15/18b  found  32 feet of net gas and 52 feet of net oil pay.  We
have a 40%  interest  in Polecat and a 50%  interest in Yeoman and operate  both
discoveries.  We are currently  drilling the Black Horse prospect on Block 15/22
and  expect to drill one or two  additional  exploration  wells in the North Sea
this year.

One of our core  strategies in the  deep-water  Gulf of Mexico is to explore for
Miocene-aged,  subsalt  prospects in the Green Canyon,  Walker Ridge, and Garden
Banks  areas.  This  strategy  produced  encouraging  results  during the second
quarter at Knotty Head where we confirmed approximately 400 feet of high-quality
net oil pay in shallower, secondary objectives.

Knotty Head is a large,  four-way dip closure,  approximately 15 miles northeast
of the Tahiti  discovery.  The well is  continuing  to drill towards the primary
objective in the lower  Miocene,  to a total depth of 32,500 feet. We have a 25%
working interest in Knotty Head.

Elsewhere  in the Gulf,  Castleton,  on Garden Banks 668, has reached its target
depth and is being  evaluated.  This is a  potential  tie-back  to the  Gunnison
facilities  where  we  have  available  production  capacity.   We  have  a  30%
non-operated interest in this well.

Drilling  activity  at the  Pathfinder  and Ringo  Shallow  prospects  have been
delayed due to hurricane  damage to drilling rigs.  Pathfinder,  on Green Canyon
390, is expected to resume drilling late this year. Ringo, on Mississippi Canyon
546, is expected to spud early next year.

On Block 51 in Yemen,  the BAK-I-2 well was abandoned.  The BAK-U-1 is currently
testing a  basement  target  north of the BAK-A  field.  At BAK-J,  we expect to
re-enter the well and commence testing and drilling early in the fourth quarter.

Offshore West Africa,  the Usan-7 and Usan-8  appraisal wells were  successfully
drilled during the quarter. The Field Development Plan for Usan on Block 222 has
been approved by the Nigerian National Petroleum Corporation, the concessionaire
of the  licence.  We are  currently  seeking  approval  from the  Department  of
Petroleum  Resources.  The plan features  development  of Usan through 35 subsea
wells connected to a two-million-barrel floating production and storage facility
by subsea  lines and risers.  The  processing  capacity  will be around  160,000
bbls/d.  The  operator  has taken  initial  steps in the  tendering  process  by
publishing   pre-qualification  notices  for  contractors.  A  final  investment
decision is expected in 2006, with first oil planned by 2010.

"Looking  back on the  nine  months  of the  year,  I am very  pleased  with our
results,"  said Fischer.  "Even with the storm  disruptions,  our production has
been strong,  our major projects are on time and on budget,  and our exploration
program is  delivering  results.  I would also  emphasize  that we have no fixed
price hedges in place, and are benefiting fully from high commodity  prices.  We
are on track for a great year."

                                       4


QUARTERLY DIVIDEND

The Board of Directors has declared the regular quarterly  dividend of $0.05 per
common share payable  January 1, 2006, to  shareholders of record on December 9,
2005.

Nexen Inc. is an independent,  Canadian-based  global energy company,  listed on
the Toronto and New York stock  exchanges  under the symbol NXY. We are uniquely
positioned for growth in the North Sea, deep-water Gulf of Mexico, the Athabasca
oil sands of Alberta, the Middle East and offshore West Africa. We add value for
shareholders   through  successful   full-cycle  oil  and  gas  exploration  and
development and leadership in ethics, integrity and environmental protection.

For further information contact:

KEVIN FINN
Vice President, Investor Relations
(403) 699-5166

GRANT DREGER, CA
Manager, Investor Relations
(403) 699-5273

801 - 7th Ave SW
Calgary, Alberta, Canada T2P 3P7

www.nexeninc.com
- ----------------

CONFERENCE CALL

Charlie Fischer, President and CEO, and Marvin Romanow, Executive Vice-President
and CFO,  will host a conference  call to discuss our  financial  and  operating
results and expectations for the future.

Date:    October 13, 2005
Time:    7 a.m. Mountain Time (9 a.m. Eastern Time)

To listen to the conference call, please call one of these two lines:

416-640-1907 (Toronto or International)
800-814-4860 (North American toll-free)

A replay of the call will be available for two weeks starting at 11 a.m. Eastern
Time, October 13, 2005 by calling 416-640-1917 passcode 21153826 followed by the
pound sign.

A live and on  demand  webcast  of the  conference  call  will be  available  at
www.nexeninc.com.


                                       5


FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF THE UNITED STATES  PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF
1995,  SECTION 21E OF THE UNITED  STATES  SECURITIES  EXCHANGE  ACT OF 1934,  AS
AMENDED,  AND  SECTION  27A OF THE  UNITED  STATES  SECURITIES  ACT OF 1933,  AS
AMENDED. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH
AS "INTEND", "PLAN", "EXPECT", "ESTIMATE",  "BUDGET", "OUTLOOK" OR OTHER SIMILAR
WORDS, AND INCLUDE STATEMENTS RELATING TO FUTURE PRODUCTION  ASSOCIATED WITH OUR
COAL BED METHANE, LONG LAKE, NORTH SEA AND WEST AFRICA PROJECTS.

THE  FORWARD-LOOKING  STATEMENTS  ARE  SUBJECT  TO KNOWN AND  UNKNOWN  RISKS AND
UNCERTAINTIES  AND  OTHER  FACTORS  WHICH MAY CAUSE  ACTUAL  RESULTS,  LEVELS OF
ACTIVITY AND  ACHIEVEMENTS TO DIFFER  MATERIALLY FROM THOSE EXPRESSED OR IMPLIED
BY SUCH STATEMENTS.  SUCH FACTORS INCLUDE,  AMONG OTHERS:  MARKET PRICES FOR OIL
AND GAS AND CHEMICALS  PRODUCTS;  THE ABILITY TO EXPLORE,  DEVELOP,  PRODUCE AND
TRANSPORT  CRUDE OIL AND NATURAL GAS TO MARKETS;  THE RESULTS OF EXPLORATION AND
DEVELOPMENT  DRILLING AND RELATED ACTIVITIES;  FOREIGN-CURRENCY  EXCHANGE RATES;
ECONOMIC  CONDITIONS  IN THE  COUNTRIES  AND  REGIONS  WHERE  NEXEN  CARRIES  ON
BUSINESS;  ACTIONS BY  GOVERNMENTAL  AUTHORITIES  INCLUDING  INCREASES IN TAXES,
CHANGES IN  ENVIRONMENTAL  AND OTHER  LAWS AND  REGULATIONS;  RENEGOTIATIONS  OF
CONTRACTS;  AND POLITICAL  UNCERTAINTY,  INCLUDING ACTIONS BY INSURGENT OR OTHER
ARMED  GROUPS OR OTHER  CONFLICT.  THE IMPACT OF ANY ONE FACTOR ON A  PARTICULAR
FORWARD-LOOKING STATEMENT IS NOT DETERMINABLE WITH CERTAINTY AS SUCH FACTORS ARE
INTERDEPENDENT  UPON OTHER  FACTORS,  AND  MANAGEMENT'S  COURSE OF ACTION  WOULD
DEPEND  ON ITS  ASSESSMENT  OF  THE  FUTURE  CONSIDERING  ALL  INFORMATION  THEN
AVAILABLE.  ANY  STATEMENTS  AS TO POSSIBLE  COMMERCIALITY,  DEVELOPMENT  PLANS,
CAPACITY EXPANSIONS, DRILLING OF NEW WELLS, ULTIMATE RECOVERABILITY OF RESERVES,
FUTURE  PRODUCTION RATES, CASH FLOWS OR ABILITY TO EXECUTE ON THE DISPOSITION OF
ASSETS OR  BUSINESSES,  AND CHANGES IN ANY OF THE FOREGOING ARE  FORWARD-LOOKING
STATEMENTS.

ALTHOUGH  WE  BELIEVE  THAT THE  EXPECTATIONS  CONVEYED  BY THE  FORWARD-LOOKING
STATEMENTS ARE REASONABLE BASED ON INFORMATION  AVAILABLE TO US ON THE DATE SUCH
FORWARD-LOOKING  STATEMENTS  WERE MADE, NO ASSURANCES  CAN BE GIVEN AS TO FUTURE
RESULTS, LEVELS OF ACTIVITY AND ACHIEVEMENTS. READERS SHOULD ALSO REFER TO ITEMS
7 AND 7A IN OUR 2004 ANNUAL  REPORT ON FORM 10-K FOR FURTHER  DISCUSSION  OF THE
RISK FACTORS.

CAUTIONARY  NOTE TO US  INVESTORS - THE UNITED  STATES  SECURITIES  AND EXCHANGE
COMMISSION  (SEC) PERMITS OIL AND GAS COMPANIES,  IN THEIR FILINGS WITH THE SEC,
TO DISCUSS  ONLY PROVED  RESERVES  THAT ARE  SUPPORTED BY ACTUAL  PRODUCTION  OR
CONCLUSIVE  FORMATION  TESTS TO BE  ECONOMICALLY  AND LEGALLY  PRODUCIBLE  UNDER
EXISTING ECONOMIC AND OPERATING CONDITIONS.  IN THIS PRESS RELEASE, WE MAY REFER
TO "RECOVERABLE RESERVES", "PROBABLE RESERVES" AND "RECOVERABLE RESOURCES" WHICH
ARE INHERENTLY MORE UNCERTAIN THAN PROVED RESERVES.  THESE TERMS ARE NOT USED IN
OUR  FILINGS  WITH  THE SEC.  OUR  RESERVES  AND  RELATED  PERFORMANCE  MEASURES
REPRESENT OUR WORKING INTEREST BEFORE  ROYALTIES,  UNLESS  OTHERWISE  INDICATED.
PLEASE REFER TO OUR ANNUAL REPORT ON FORM 10-K  AVAILABLE FROM US OR THE SEC FOR
FURTHER RESERVE DISCLOSURE.

IN  ADDITION,  UNDER SEC  REGULATIONS,  THE SYNCRUDE  OIL SANDS  OPERATIONS  ARE
CONSIDERED  MINING  ACTIVITIES  RATHER THAN OIL AND GAS ACTIVITIES.  PRODUCTION,
RESERVES AND RELATED MEASURES IN THIS RELEASE INCLUDE RESULTS FROM THE COMPANY'S
SHARE OF SYNCRUDE.

CAUTIONARY  NOTE TO CANADIAN  INVESTORS - NEXEN IS REQUIRED TO DISCLOSE  OIL AND
GAS ACTIVITIES UNDER NATIONAL  INSTRUMENT  51-101--  STANDARDS OF DISCLOSURE FOR
OIL AND GAS ACTIVITIES (NI 51-101).  HOWEVER, THE CANADIAN SECURITIES REGULATORY
AUTHORITIES  (CSA) HAVE  GRANTED US  EXEMPTIONS  FROM CERTAIN  PROVISIONS  OF NI
51-101 TO PERMIT US STYLE  DISCLOSURE.  THESE  EXEMPTIONS WERE SOUGHT BECAUSE WE
ARE A US SECURITIES AND EXCHANGE  COMMISSION (SEC) REGISTRANT AND OUR SECURITIES
REGULATORY DISCLOSURES, INCLUDING FORM 10-K AND OTHER RELATED FORMS, MUST COMPLY
WITH SEC REQUIREMENTS.  OUR DISCLOSURES MAY DIFFER FROM THOSE CANADIAN COMPANIES
WHO HAVE NOT RECEIVED SIMILAR EXEMPTIONS UNDER NI 51-101.

PLEASE  READ THE  "SPECIAL  NOTE TO CANADIAN  INVESTORS"  IN ITEM 7A IN OUR 2004
ANNUAL REPORT ON FORM 10-K,  FOR A SUMMARY OF THE  EXEMPTION  GRANTED BY THE CSA
AND THE MAJOR DIFFERENCES BETWEEN SEC REQUIREMENTS AND NI 51-101. THE SUMMARY IS
NOT  INTENDED  TO  BE  ALL-INCLUSIVE  OR  TO  CONVEY  SPECIFIC  ADVICE.  RESERVE
ESTIMATION  IS HIGHLY  TECHNICAL  AND REQUIRES  PROFESSIONAL  COLLABORATION  AND
JUDGMENT.  THE  DIFFERENCES  BETWEEN  SEC  REQUIREMENTS  AND  NI  51-101  MAY BE
MATERIAL.

OUR   PROBABLE   RESERVES   DISCLOSURE   APPLIES   THE   SOCIETY  OF   PETROLEUM
ENGINEERS/WORLD  PETROLEUM COUNCIL (SPE/WPC)  DEFINITION FOR PROBABLE  RESERVES.
THE  CANADIAN  OIL AND GAS  EVALUATION  HANDBOOK  STATES  THERE  SHOULD NOT BE A
SIGNIFICANT  DIFFERENCE  IN  ESTIMATED  PROBABLE  RESERVE  QUANTITIES  USING THE
SPE/WPC DEFINITION VERSUS NI 51-101.

IN THIS PRESS RELEASE,  WE REFER TO OIL AND GAS IN COMMON UNITS CALLED BARREL OF
OIL EQUIVALENT  (BOE). A BOE IS DERIVED BY CONVERTING SIX THOUSAND CUBIC FEET OF
GAS TO ONE  BARREL  OF  OIL  (6MCF:1BBL).  THIS  CONVERSION  MAY BE  MISLEADING,
PARTICULARLY  IF USED IN  ISOLATION,  SINCE THE  6MCF:1BBL  RATIO IS BASED ON AN
ENERGY  EQUIVALENCY  AT  THE  BURNER  TIP  AND  DOES  NOT  REPRESENT  THE  VALUE
EQUIVALENCY AT THE WELL HEAD.

                                       6




NEXEN INC.
FINANCIAL HIGHLIGHTS
                                                                                THREE MONTHS             NINE MONTHS
                                                                             ENDED SEPTEMBER 30      ENDED SEPTEMBER 30
(CDN$ MILLIONS)                                                                  2005      2004          2005      2004
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Net Sales (1)                                                                  1,121        837         3,013     2,359
Cash Flow from Operations (1)                                                    488        508         1,631     1,350
     Per Common Share ($/share)                                                 1.87       1.97          6.27      5.26
Net Income (1)                                                                   615        220           852       547
     Per Common Share ($/share)                                                 2.36       0.85          3.28      2.13
Capital Expenditures                                                             648        380         1,923     1,046
Net Debt (2)                                                                   3,585      1,432         3,585     1,432
Common Shares Outstanding (millions of shares)                                 260.9      258.0         260.9     258.0
                                                                         -----------------------------------------------


(1)  Includes  discontinued  operations as discussed in Note 15 to our Unaudited
     Consolidated Financial Statements.
(2)  Net Debt is defined as long-term debt less working capital.



CASH FLOW FROM OPERATIONS (1)
                                                                                THREE MONTHS             NINE MONTHS
                                                                             ENDED SEPTEMBER 30      ENDED SEPTEMBER 30
(CDN$ MILLIONS)                                                                  2005      2004          2005      2004
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Cash Flow from Operations
Oil & Gas and Syncrude
     Yemen (2)                                                                   288        156           693       430
     Canada (3)                                                                  114        114           309       311
     United States                                                               177        181           503       499
     United Kingdom                                                               47         --           167        --
     Other Countries (3)                                                          11         10            38        45
     Marketing                                                                  (144)        26           (48)       29
     Syncrude                                                                     82         56           169       145
                                                                            --------------------------------------------
                                                                                 575        543         1,831     1,459
Chemicals                                                                         21         21            70        61
                                                                            --------------------------------------------
                                                                                 596        564         1,901     1,520
Interest and Other Corporate Items                                              (106)       (48)         (237)     (149)
Income Taxes (4)                                                                  (2)        (8)          (33)      (21)
                                                                            --------------------------------------------
Cash Flow from Operations (1)                                                    488        508         1,631     1,350
                                                                            ============================================


(1)  Defined as cash  generated  from  operating  activities  before  changes in
     non-cash working capital and other. We evaluate our performance and that of
     our business segments based on earnings and cash flow from operations. Cash
     flow from operations is a non-GAAP term that represents cash generated from
     operating  activities before changes in non-cash working capital and other.
     We consider it a key measure as it demonstrates our ability and the ability
     of our business segments to generate the cash flow necessary to fund future
     growth through capital investment and repay debt. Cash flow from operations
     may not be comparable  with the  calculation of similar  measures for other
     companies.



                                                                                   THREE MONTHS           NINE MONTHS
                                                                               ENDED SEPTEMBER 30    ENDED SEPTEMBER 30
(CDN$ MILLIONS)                                                                 2005         2004       2005       2004
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Cash Flow from Operating Activities                                              642          403      1,675      1,230
Changes in Non-Cash Working Capital                                             (216)          55       (120)        99
Other                                                                             79           50        127         21
Amortization of Premium for Crude Oil Put Options                                (17)          --        (51)        --
                                                                            --------------------------------------------
Cash Flow from Operations                                                        488          508      1,631      1,350
                                                                            ============================================

Weighted-average Number of Common Shares Outstanding (millions of              260.6        258.0      260.1      256.8
shares)
                                                                            --------------------------------------------
Cash Flow from Operations Per Common Share ($/share)                            1.87          1.97      6.27       5.26
                                                                            ============================================


(2)  After  in-country  cash taxes of $93  million  for the three  months  ended
     September  30,  2005 (2004 - $65  million)  and $222  million  for the nine
     months ended September 30, 2005 (2004 - $168 million).
(3)  Includes  discontinued  operations as discussed in Note 15 to our Unaudited
     Consolidated Financial Statements.
(4)  Excludes in-country cash taxes in Yemen.

                                        7




NEXEN INC.
PRODUCTION VOLUMES (BEFORE ROYALTIES) (1)

                                                                                  THREE MONTHS             NINE MONTHS
                                                                               ENDED SEPTEMBER 30      ENDED SEPTEMBER 30
                                                                                  2005       2004          2005      2004
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Crude Oil and NGLs (mbbls/d)
     Yemen                                                                       113.7      103.3         114.4     107.8
     Canada (2)                                                                   26.3       35.6          31.8      36.5
     United States                                                                18.5       32.9          23.3      28.5
     United Kingdom                                                                9.4       --            11.3        --
     Australia (3)                                                                  --        2.1          --         3.0
     Other Countries                                                               5.3        5.3           5.5       5.1
   Syncrude (4) (mbbls/d)                                                         17.2       17.6          15.2      17.5
                                                                             --------------------------------------------
                                                                                 190.4      196.8         201.5     198.4
                                                                             --------------------------------------------
Natural Gas (mmcf/d)
     Canada (2)                                                                    112        141           132       145
     United States                                                                 122        144           123       148
     United Kingdom                                                                 14         --            19        --
                                                                             --------------------------------------------
                                                                                   248        285           274       293
                                                                             --------------------------------------------

Total Production (mboe/d)                                                          232        244           247       247
                                                                             ============================================


PRODUCTION VOLUMES (AFTER ROYALTIES)

                                                                                  THREE MONTHS             NINE MONTHS
                                                                               ENDED SEPTEMBER 30      ENDED SEPTEMBER 30
                                                                                  2005       2004          2005      2004
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Crude Oil and NGLs (mbbls/d)
     Yemen                                                                        61.2       50.8          60.9      53.0
     Canada (2)                                                                   19.7       27.3          24.5      28.2
     United States                                                                16.2       29.1          20.6      25.1
     United Kingdom                                                                9.4         --          11.3        --
     Australia (3)                                                                  --        1.9            --       2.8
     Other Countries                                                               4.9        4.9           5.2       4.7
   Syncrude (4) (mbbls/d)                                                         17.0       17.4          15.0      17.3
                                                                            ---------------------------------------------
                                                                                 128.4      131.4         137.5     131.1
                                                                            ---------------------------------------------
Natural Gas (mmcf/d)
     Canada (2)                                                                     95        106           105       114
     United States                                                                 103        123           104       126
     United Kingdom                                                                 14         --            19        --
                                                                            ---------------------------------------------
                                                                                   212        229           228       240
                                                                            ---------------------------------------------

Total Production (mboe/d)                                                          164        170           176       171
                                                                            =============================================


Notes:

(1)  We have presented  production  volumes  before  royalties as we measure our
     performance  on this  basis  consistent  with  other  Canadian  oil and gas
     companies.
(2)  Includes the following production from discontinued operations as discussed
     in Note 15 to our Unaudited Consolidated Financial Statements.



                                                                                  THREE MONTHS             NINE MONTHS
                                                                               ENDED SEPTEMBER 30      ENDED SEPTEMBER 30
                                                                                  2005       2004          2005      2004
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Before Royalties
  Oil and Liquids (mbbls/d)                                                        4.3       11.4           9.0      11.9
  Natural Gas (mmcf/d)                                                              13         48            32        48
After Royalties
  Oil and Liquids (mbbls/d)                                                        3.3        8.7           7.0       9.0
  Natural Gas (mmcf/d)                                                               9         33            22        33
                                                                             --------------------------------------------


(3)  Comprises  production  from  discontinued  operations.  See  Note 15 to our
     Unaudited Consolidated Financial Statements.
(4)  Considered a mining operation for US reporting purposes.

                                        8




NEXEN INC.
OIL AND GAS PRICES AND CASH NETBACK (1)

                                                                                                    TOTAL
                                            QUARTERS - 2005                QUARTERS - 2004           YEAR
                                     --------------------------------------------------------------------
(all dollar amounts in Cdn$ unless
noted)                                 1st      2nd      3rd      1st      2nd      3rd      4th     2004
- ---------------------------------------------------------------------------------------------------------
                                                                            
PRICES:
WTI Crude Oil (US$/bbl)              49.85    53.17    63.52    35.15    38.32    43.88    48.28    41.40
Nexen Average - Oil (Cdn$/bbl)       51.33    55.45    68.99    40.22    44.75    50.98    47.98    45.90
NYMEX Natural Gas (US$/mmbtu)         6.48     6.95     9.69     5.73     6.16     5.56     7.30     6.19
Nexen Average - Gas (Cdn$/mcf)        6.98     7.39     9.68     6.63     7.17     6.55     7.02     6.85
- ---------------------------------------------------------------------------------------------------------

NETBACKS:
CANADA - LIGHT OIL AND NGLS
Sales (mbbls/d)                       11.5     12.0      4.7     12.4     13.6     12.0     11.5     12.4

Price Received ($/bbl)               55.37    58.06    67.04    41.31    46.37    51.82    51.47    47.64
Royalties & Other                    12.08    10.98    14.75     9.41    10.60    12.30    10.10    10.60
Operating Costs                       9.77     6.29     6.45     9.09     6.52     6.22     6.27     7.03
- ---------------------------------------------------------------------------------------------------------
Netback                              33.52    40.79    45.84    22.81    29.25    33.30    35.10    30.01
- ---------------------------------------------------------------------------------------------------------
CANADA - HEAVY OIL
Sales (mbbls/d)                       22.7     22.1     21.2     23.7     22.9     23.0     23.4     23.2

Price Received ($/bbl)               26.15    30.87    47.53    27.92    30.12    36.75    28.15    30.71
Royalties & Other                     6.05     8.47    11.80     6.00     6.73     8.77     5.65     6.78
Operating Costs                      10.55    10.86    11.42     9.98    10.44    10.05    10.70    10.29
- ---------------------------------------------------------------------------------------------------------
Netback                               9.55    11.54    24.31    11.94    12.95    17.93    11.80    13.64
- ---------------------------------------------------------------------------------------------------------
CANADA - TOTAL OIL
Sales (mbbls/d)                       34.2     34.1     25.9     36.1     36.5     35.0     34.9     35.6

Price Received ($/bbl)               35.99    40.47    51.05    32.51    36.18    41.94    35.83    36.60
Royalties & Other                     8.12     9.39    12.39     7.21     8.19    10.03     7.02     8.11
Operating Costs                      10.29     9.25    10.53     9.68     8.98     8.73     9.24     9.16
- ---------------------------------------------------------------------------------------------------------
Netback                              17.58    21.83    28.13    15.62    19.01    23.18    19.57    19.33
- ---------------------------------------------------------------------------------------------------------
CANADA - NATURAL GAS
Sales (mmcf/d)                         143      141      111      149      145      141      147      146

Price Received ($/mcf)                5.80     6.30     8.19     5.59     5.97     5.43     6.02     5.76
Royalties & Other                     1.17     1.21     1.26     1.10     1.11     1.04     0.95     1.06
Operating Costs                       0.71     0.74     0.80     0.59     0.69     0.83     0.65     0.69
- ---------------------------------------------------------------------------------------------------------
Netback                               3.92     4.35     6.13     3.90     4.17     3.56     4.42     4.01
- ---------------------------------------------------------------------------------------------------------
YEMEN
Sales (mbbls/d)                      115.0    112.6    116.8    115.3    105.6    101.5    104.0    106.6

Price Received ($/bbl)               54.38    58.08    72.04    41.88    45.88    53.80    49.52    47.59
Royalties & Other                    27.08    26.30    33.20    22.10    22.53    27.40    24.15    23.98
Operating Costs                       3.33     3.72     3.46     2.72     2.55     2.91     3.04     2.80
In-country Taxes                      5.67     6.91     8.61     4.41     5.88     6.97     6.17     5.82
- ---------------------------------------------------------------------------------------------------------
Netback                              18.30    21.15    26.77    12.65    14.92    16.52    16.16    14.99
- ---------------------------------------------------------------------------------------------------------
SYNCRUDE
Sales (mbbls/d)                       11.4     16.9     17.2     18.3     16.6     17.6     16.4     17.2

Price Received ($/bbl)               65.15    66.93    78.93    45.54    52.46    55.58    58.16    52.80
Royalties & Other                     0.65     0.65     0.78     0.45     0.52     0.55     6.08     1.84
Operating Costs                      39.91    20.76    23.22    17.41    20.01    18.87    23.58    19.89
- ---------------------------------------------------------------------------------------------------------
Netback                              24.59    45.52    54.93    27.68    31.93    36.16    28.50    31.07
- ---------------------------------------------------------------------------------------------------------


(1)  Defined as average sales price less royalties and other,  operating  costs,
     and in-country taxes in Yemen.


                                        9




NEXEN INC.
OIL AND GAS CASH NETBACK (1) (CONTINUED)

                                                                                                    TOTAL
                                            QUARTERS - 2005                QUARTERS - 2004           YEAR
                                     --------------------------------------------------------------------
(all dollar amounts in Cdn$ unless
noted)                                 1st      2nd      3rd      1st      2nd      3rd      4th     2004
- ---------------------------------------------------------------------------------------------------------
                                                                            
UNITED STATES
Crude Oil:
   Sales (mbbls/d)                    28.5     23.0     18.4     26.5     25.7     32.9     34.4     30.0
   Price Received ($/bbl)            50.90    54.96    68.30    38.99    46.31    49.90    49.44    46.60
Natural Gas:
   Sales (mmcf/d)                      127      120      122      167      134      144      147      148
   Price Received ($/mcf)             8.32     9.01    11.57     7.63     8.47     7.64     7.93     7.89
Total Sales Volume (mboe/d)           49.6     43.0     38.7     54.4     48.0     56.9     58.8     54.5

Price Received ($/boe)               50.48    54.54    68.91    42.47    48.38    48.19    48.67    46.94
Royalties & Other                     6.48     7.31     9.60     5.90     6.98     6.22     6.16     6.29
Operating Costs                       4.91     5.70     6.95     4.13     4.84     7.60     4.52     5.30
- ---------------------------------------------------------------------------------------------------------
Netback                              39.09    41.53    52.36    32.44    36.56    34.37    37.99    35.35
- ---------------------------------------------------------------------------------------------------------
AUSTRALIA
Sales (mbbls/d)                         --       --       --      7.5      4.8       --      5.1      4.3

Price Received ($/bbl)                  --       --       --    42.60    49.84       --    63.78    51.22
Royalties & Other                       --       --       --     2.11     2.28       --     7.42     4.00
Operating Costs                         --       --       --    22.88    34.28       --    46.38    32.94
- ---------------------------------------------------------------------------------------------------------
Netback                                 --       --       --    17.61    13.28       --     9.98    14.28
- ---------------------------------------------------------------------------------------------------------
UNITED KINGDOM
Crude Oil:
   Sales (mbbls/d)                    17.5     11.7     10.4       --       --       --      6.3      1.6
   Price Received ($/bbl)            54.53    59.02    65.87       --       --       --    46.81    46.81
Natural Gas:
   Sales (mmcf/d)                       26       15       13       --       --       --       11        3
   Price Received ($/mcf)             6.92     5.45     4.84       --       --       --     8.28     8.28
Total Sales Volume (mboe/d)           21.9     14.3     12.6       --       --       --      8.1      2.1

Price Received ($/boe)               51.92    54.31    59.39       --       --       --    47.45    47.45
Royalties & Other                       --       --       --       --       --       --       --       --
Operating Costs                      12.59    21.69    19.30       --       --       --     8.26     8.26
- ---------------------------------------------------------------------------------------------------------
Netback                              39.33    32.62    40.09       --       --       --    39.19    39.19
- ---------------------------------------------------------------------------------------------------------
OTHER COUNTRIES
Sales (mbbls/d)                        5.6      6.2      5.3      4.1      5.8      5.0      5.4      5.1

Price Received ($/bbl)               46.63    53.70    65.82    37.07    44.75    46.22    42.95    43.07
Royalties & Other                     3.68     6.01     5.07     1.73     4.94     3.46     3.33     3.49
Operating Costs                       2.32     9.27     3.20     2.70     6.28     2.93     2.65     3.76
- ---------------------------------------------------------------------------------------------------------
Netback                              40.63    38.42    57.55    32.64    33.53    39.83    36.97    35.82
- ---------------------------------------------------------------------------------------------------------
COMPANY-WIDE
Oil and Gas Sales (mboe/d)           261.6    250.4    235.2    260.5    241.5    239.5    257.2    249.7

Price Received ($/boe)               49.55    53.45    67.09    40.11    44.41    48.66    46.82    44.94
Royalties & Other                    14.94    15.22    20.21    12.76    13.34    15.30    13.29    13.65
Operating Costs                       6.94     7.18     7.21     5.67     6.06     6.25     6.63     6.15
In-country Taxes                      2.49     3.10     4.28     1.95     2.57     2.96     2.49     2.48
- ---------------------------------------------------------------------------------------------------------
Netback                              25.18    27.95    35.39    19.73    22.44    24.15    24.41    22.66
- ---------------------------------------------------------------------------------------------------------

(1)  Defined as average sales price less royalties and other,  operating  costs,
     and in-country taxes in Yemen.

                                       10




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
Cdn$ millions, except per share amounts

                                                                          THREE MONTHS                NINE MONTHS
                                                                        ENDED SEPTEMBER 30         ENDED SEPTEMBER 30
                                                                        2005          2004          2005         2004
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                         Restated for
                                                                                                           Changes in
                                                                                                           Accounting
                                                                                                           Principles
                                                                                                               Note 1
                                                                                                    
REVENUES
    Net Sales                                                          1,094          778          2,859        2,139
    Marketing and Other (Note 14)                                         24          147            343          439
    Gain on Dilution of Interest in Chemicals Business (Note 2)          193           --            193           --
                                                                     -------------------------------------------------
                                                                       1,311          925          3,395        2,578
                                                                     -------------------------------------------------
EXPENSES
    Operating                                                            221          195            650          534
    Depreciation, Depletion, Amortization and Impairment                 256          164            748          480
    Transportation and Other                                             201          122            583          400
    General and Administrative                                           342           57            647          247
    Exploration                                                           32           54            164          107
    Interest (Note 7)                                                     19           35             84          118
                                                                     -------------------------------------------------
                                                                       1,071          627          2,876        1,886
                                                                     -------------------------------------------------

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                    240          298            519          692
                                                                     -------------------------------------------------

PROVISION FOR INCOME TAXES
    Current                                                               95           73            255          189
    Future                                                               (71)          25           (141)          19
                                                                     -------------------------------------------------
                                                                          24           98            114          208
                                                                     -------------------------------------------------

NET INCOME FROM CONTINUING OPERATIONS
   BEFORE NON-CONTROLLING INTERESTS                                      216          200            405          484

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS                       5           --              5           --
                                                                     -------------------------------------------------

NET INCOME FROM CONTINUING OPERATIONS                                    211          200            400          484
    Net Income from Discontinued Operations (Note 15)                    404           20            452           63
                                                                     -------------------------------------------------

NET INCOME                                                               615          220            852          547
                                                                     =================================================

EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS ($/share)
    Basic (Note 12)                                                     0.81          0.77          1.54         1.88
                                                                     =================================================

    Diluted (Note 12)                                                   0.79          0.76          1.51         1.86
                                                                     =================================================

EARNINGS PER COMMON SHARE ($/share)
    Basic (Note 12)                                                     2.36          0.85          3.28         2.13
                                                                     =================================================

    Diluted (Note 12)                                                   2.30          0.84          3.21         2.10
                                                                     =================================================


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       11




NEXEN INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
Cdn$ millions, except share amounts

                                                                                SEPTEMBER 30      DECEMBER 31
                                                                                        2005             2004
- --------------------------------------------------------------------------------------------------------------
                                                                                                 
ASSETS
    CURRENT ASSETS
      Cash and Cash Equivalents                                                          200              73
      Margin Deposits (Note 10)                                                          202              --
      Accounts Receivable (Note 3)                                                     2,828           2,100
      Inventories and Supplies (Note 4)                                                  514             351
      Assets of Discontinued Operations (Note 15)                                         --              38
      Other                                                                               56              41
                                                                                ------------------------------
         Total Current Assets                                                          3,800           2,603
                                                                                ------------------------------

    PROPERTY, PLANT AND EQUIPMENT (Note 6)
      Net of Accumulated Depreciation, Depletion, Amortization and
         Impairment of $5,158 (December 31, 2004-- $4,922)                             9,068           8,200
    GOODWILL                                                                             366             375
    FUTURE INCOME TAX ASSETS                                                             395             333
    DEFERRED CHARGES AND OTHER ASSETS (Note 5)                                           366             429
    ASSETS OF DISCONTINUED OPERATIONS (Note 15)                                           --             443
                                                                                ------------------------------

                                                                                      13,995          12,383
                                                                                ==============================
LIABILITIES AND SHAREHOLDERS' EQUITY
    CURRENT LIABILITIES
      Short-Term Borrowings (Note 7)                                                      --             100
      Accounts Payable and Accrued Liabilities                                         3,663           2,377
      Accrued Interest Payable                                                            39              34
      Dividends Payable                                                                   13              13
      Liabilities of Discontinued Operations (Note 15)                                    --              39
                                                                                ------------------------------
         Total Current Liabilities                                                     3,715           2,563
                                                                                ------------------------------

    LONG-TERM DEBT (Note 7)                                                            3,670           4,259
    FUTURE INCOME TAX LIABILITIES                                                      1,903           2,023
    ASSET RETIREMENT OBLIGATIONS (Note 8)                                                437             399
    DEFERRED CREDITS AND OTHER LIABILITIES (Note 9)                                      494             142
    LIABILITIES OF DISCONTINUED OPERATIONS (Note 15)                                      --             130
    NON-CONTROLLING INTERESTS (Note 2)                                                    91              --
    SHAREHOLDERS' EQUITY (Note 11)
      Common Shares, no par value
        Authorized:        Unlimited
        Outstanding:       2005-- 260,879,092 shares
                           2004-- 258,399,166 shares                                     719             637
      Contributed Surplus                                                                  1              --
      Retained Earnings                                                                3,148           2,335
      Cumulative Foreign Currency Translation Adjustment                                (183)           (105)
                                                                                ------------------------------
         Total Shareholders' Equity                                                    3,685           2,867
                                                                                ------------------------------

COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 16)
                                                                                      13,995          12,383
                                                                                ==============================


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       12




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
Cdn$ millions

                                                                               THREE MONTHS                NINE MONTHS
                                                                            ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
                                                                             2005         2004           2005         2004
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                  Restated for                Restated for
                                                                                    Changes in                  Changes in
                                                                                    Accounting                  Accounting
                                                                                    Principles                  Principles
                                                                                        Note 1                      Note 1
                                                                                                           
OPERATING ACTIVITIES
    Net Income from Continuing Operations                                     211          200           400           484
    Net Income from Discontinued Operations                                   404           20           452            63
    Charges and Credits to Income not Involving Cash (Note 13)               (142)         234           666           696
    Exploration Expense                                                        32           54           164           107
    Changes in Non-Cash Working Capital (Note 13)                             216          (55)          120           (99)
    Other                                                                     (79)         (50)         (127)          (21)
                                                                           ------------------------------------------------
                                                                              642          403         1,675         1,230

FINANCING ACTIVITIES
    Repayment of Term Credit Facilities, Net                                 (329)          --           (67)           --
    Proceeds from Long-Term Debt (Note 7)                                      --           --         1,253            --
    Repayment of Long-Term Debt (Note 7)                                     (577)          --        (1,818)         (300)
    Repayment of Short-Term Borrowings, Net                                   (48)          --           (99)           --
    Redemption of Preferred Securities                                         --           --            --          (289)
    Dividends on Common Shares                                                (13)         (13)          (39)          (39)
    Issue of Common Shares                                                     11            7            51           116
    Net Proceeds from Canexus Initial Public Offering (Note 2)                301           --           301            --
    Proceeds from Term Credit Facilities of Canexus, Net (Notes 2 and 7)      173           --           173            --
    Other                                                                     (19)          --           (35)           --
                                                                           ------------------------------------------------
                                                                             (501)          (6)         (280)         (512)

INVESTING ACTIVITIES
    Capital Expenditures
      Exploration and Development                                            (624)        (347)       (1,869)         (977)
      Proved Property Acquisitions                                            (15)          --           (21)           --
      Chemicals, Corporate and Other                                           (9)         (33)          (33)          (69)
    Proceeds on Disposition of Assets                                         904            6           911            10
    Changes in Non-Cash Working Capital (Note 13)                             (81)          45           (54)          107
    Changes in Margin Deposits (Note 10)                                     (210)          --          (210)           --
    Other                                                                      --           (6)            7           (20)
                                                                           ------------------------------------------------
                                                                              (35)        (335)       (1,269)         (949)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                   (8)         (35)            1            10
                                                                           ------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               98           27           127          (221)

CASH AND CASH EQUIVALENTS-- BEGINNING OF PERIOD                               102          839            73         1,087
                                                                           ------------------------------------------------

CASH AND CASH EQUIVALENTS-- END OF PERIOD                                     200          866           200           866
                                                                           ================================================


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       13




NEXEN INC.
UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
Cdn$ millions

                                                                                      THREE MONTHS               NINE MONTHS
                                                                                   ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
                                                                                   2005          2004         2005         2004
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Restated for
                                                                                                                     Changes in
                                                                                                                     Accounting
                                                                                                                     Principles
                                                                                                                         Note 1
                                                                                                              
COMMON SHARES
    Balance at Beginning of Period                                                  694           622          637          513
    Issue of Common Shares                                                           11             7           51          116
    Previously Recognized Liability Relating to Stock Options Exercised              14            --           31           --
                                                                            ----------------------------------------------------
    Balance at End of Period                                                        719           629          719          629
                                                                            ====================================================

CONTRIBUTED SURPLUS
    Balance at Beginning of Period                                                    1            --           --            1
    Stock Based Compensation Expense                                                 --            --            1           (1)
                                                                            ----------------------------------------------------
    Balance at End of Period                                                          1            --            1           --
                                                                            ====================================================

RETAINED EARNINGS
    Balance at Beginning of Period                                                2,546         1,895        2,335        1,594
    Net Income                                                                      615           220          852          547
    Dividends on Common Shares                                                      (13)          (13)         (39)         (39)
                                                                            ----------------------------------------------------
    Balance at End of Period                                                      3,148         2,102        3,148        2,102
                                                                            ====================================================

CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENT
    Balance at Beginning of Period                                                  (82)          (19)        (105)         (33)
    Translation Adjustment, Net of Income Taxes                                    (101)          (49)         (78)         (35)
                                                                            ----------------------------------------------------
    Balance at End of Period                                                       (183)          (68)        (183)         (68)
                                                                            ====================================================


SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       14


NEXEN INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Cdn$ millions except as noted

1.       ACCOUNTING POLICIES

The Unaudited  Consolidated Financial Statements are prepared in accordance with
Canadian  Generally  Accepted  Accounting   Principles  (GAAP).  The  impact  of
significant   differences   between  Canadian  and  US  GAAP  on  the  Unaudited
Consolidated  Financial  Statements  is disclosed  in Note 19. The  consolidated
financial  statements  include  the assets and  liabilities  of Canexus  Limited
Partnership,  with an  adjustment  made for  non-controlling  interests.  In the
opinion of management,  the Unaudited  Consolidated Financial Statements contain
all  adjustments  of a normal and recurring  nature  necessary to present fairly
Nexen Inc.'s (Nexen, we or our) financial position at September 30, 2005 and the
results of our operations and our cash flows for the three and nine months ended
September, 2005 and 2004.

Management  makes estimates and assumptions  that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the Unaudited  Consolidated  Financial Statements,  and revenues and
expenses during the reporting  period.  Our management  reviews these estimates,
including  those related to litigation,  asset  retirement  obligations,  income
taxes and  determination  of proved  reserves,  on an ongoing basis.  Changes in
facts and  circumstances  may result in revised estimates and actual results may
differ from these  estimates.  The results of operations  and cash flows for the
three and nine months ended September 30, 2005 are not necessarily indicative of
the  results of  operations  or cash flows to be  expected  for the year  ending
December 31, 2005.

These Unaudited Consolidated Financial Statements do not conform in all respects
with the requirements  for annual  financial  statements and therefore should be
read in conjunction with our Audited Consolidated  Financial Statements included
in our 2004 Annual Report on Form 10-K.  The  accounting  policies we follow are
described in Note 1 of the Audited Consolidated Financial Statements included in
our 2004 Annual Report on Form 10-K.


CHANGES IN ACCOUNTING PRINCIPLES

FINANCIAL INSTRUMENTS

In the fourth quarter of 2004, we retroactively  adopted the changes to Canadian
Institute  of  Chartered   Accountants   (CICA)   standard   S.3860,   FINANCIAL
INSTRUMENTS.  These changes require that  fixed-amount  contractual  obligations
that can be  settled  by  issuing a  variable  number of equity  instruments  be
classified as a liability.  Our US-dollar denominated preferred and subordinated
securities have these  characteristics and accordingly have been reclassified as
long-term debt. Dividends and interest on these securities have been included in
interest  expense and issue costs previously  charged to retained  earnings have
been amortized  over the life of the  securities.  Unamortized  issue costs have
been expensed on the  redemption of the  preferred  securities in 2004.  Foreign
exchange  gains or losses from  translation  of the US-dollar  amounts have been
included as cumulative foreign currency translation adjustments.  The change was
adopted  retroactively and all prior periods presented have been restated.  This
change in  accounting  principle  has no effect  on our  Unaudited  Consolidated
Financial Statements for the three and nine months ended September 30, 2005.


GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

In  2004,  we  adopted  CICA  standard  S.1100,  GENERALLY  ACCEPTED  ACCOUNTING
PRINCIPLES which eliminated  general industry  practice in Canada as a component
of GAAP. Our accounting policy is to include geological and geophysical costs as
operating cash outflows in our Unaudited  Consolidated  Statement of Cash Flows.
For previous  years, we included  geological and geophysical  costs as investing
cash  outflows  consistent  with industry  practice in Canada.  In our Unaudited
Consolidated  Statement of Cash Flows for the three months ended  September  30,
2005, we included $17 million (2004 - $15 million) and for the nine months ended
September  30, 2005,  we included $37 million (2004 - $40 million) of geological
and  geophysical  costs  as  other  operating  cash  outflows.  This  change  in
accounting policy was adopted prospectively.


IMPACT OF CHANGES IN ACCOUNTING PRINCIPLES

The  impact  of  these  changes  in  accounting   principles  on  our  Unaudited
Consolidated Statement of Income and Earnings per Common Share for the three and
nine months ended September 30, 2004, are shown below.


                                       15




UNAUDITED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004

                                                                                                 THREE MONTHS     NINE MONTHS
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   
Transportation and Other Expense as Reported                                                              122            389
    Plus: Unamortized Issue Costs on Redemption of Preferred Securities                                    --             11
                                                                                               -------------------------------
Transportation and Other Expense as Restated                                                              122            400
                                                                                               -------------------------------

Interest Expense as Reported                                                                               35            115
    Plus: Dividends on Preferred Securities                                                                --              3
                                                                                               -------------------------------
Interest Expense as Restated                                                                               35            118
                                                                                               -------------------------------

Provision for Future Income Taxes as Reported                                                              25             25
    Plus: Tax Effect of Changes in Accounting Principles                                                   --             (6)
                                                                                               -------------------------------
Provision for Future Income Taxes as Restated                                                              25             19
                                                                                               -------------------------------

NET INCOME AND EARNINGS PER COMMON SHARE FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004

                                                                                                 THREE MONTHS     NINE MONTHS
- ------------------------------------------------------------------------------------------------------------------------------
Net Income Attributable to Common Shareholders
    As Reported                                                                                           220             553
    Less: Unamortized Issue Costs on Redemption of Preferred Securities, Net of Income Taxes               --              (6)
                                                                                               -------------------------------
    As Restated                                                                                           220             547
                                                                                               ===============================

Earnings per Common Share ($/share)
    Basic as Reported                                                                                    0.85            2.15
                                                                                               ===============================
    Restated                                                                                             0.85            2.13
                                                                                               ===============================

    Diluted as Reported                                                                                  0.84            2.13
                                                                                               ===============================
    Restated                                                                                             0.84            2.10
                                                                                               ===============================


RECLASSIFICATION

Certain  comparative  figures have been reclassified to ensure  consistency with
current period  presentation.

2.       CANEXUS INCOME FUND

In June 2005,  our board of directors  approved a plan to monetize our chemicals
operations  through the  creation of an income  trust and the  issuance of trust
units in an initial  public  offering.  This initial public  offering  closed on
August 18, 2005 with Canexus Income Fund ("Canexus") issuing 30 million units at
a price of $10 per unit for gross proceeds of $300 million ($284 million, net of
underwriters' commissions).

Concurrent with the closing of the offering,  Canexus  acquired a 36.5% interest
in Canexus  Limited  Partnership  ("Canexus LP") using the net proceeds from the
initial public  offering.  Canexus LP acquired  Nexen's  chemicals  business for
approximately  $1 billion,  comprised of the net proceeds from Canexus'  initial
public  offering  and $200  million  (US$167  million)  of bank  debt,  plus the
issuance of 52.3 million  exchangeable  limited partnership units ("Exchangeable
LP Units") of Canexus LP. At that time, the  Exchangeable LP Units held by Nexen
represented a 63.5% interest in Canexus LP.

The  Exchangeable LP Units held by Nexen are exchangeable on a one for one basis
for trust  units of Canexus.  As a result,  the  Exchangeable  LP Units owned by
Nexen were exchangeable into 52.3 million trust units which represented 63.5% of
the outstanding  trust units of Canexus assuming exchange of the Exchangeable LP
Units.

On September 16, 2005, the underwriters of the initial public offering exercised
a portion of their over-allotment option to purchase 1.75 million trust units at
$10  per  unit  for  gross  proceeds  of  $18  million  ($17  million,   net  of
underwriters'  commissions).  As a result,  Nexen  exchanged 1.75 million of its
Exchangeable  LP Units for $17  million in net  proceeds.  After this  exchange,
Nexen  has  a  61.4%   interest  in  Canexus  LP  represented  by  50.5  million
Exchangeable LP Units. The initial public  offering,  together with the exercise
of the over-allotment, resulted in total net proceeds to Nexen of $301 million.

These transactions diluted our interest in our chemicals operations. As a result
of this dilution, we recorded a gain of $193 million during the third quarter.

                                       16


We have the right to  nominate a majority of the members of the board of Canexus
Limited,  the corporation with  responsibility for the strategic  management and
operational  decisions of Canexus and Canexus LP. Nexen has currently  nominated
two  representatives  to the ten-member board of Canexus Limited.  Since we have
retained effective control of our chemicals  business,  the results,  assets and
liabilities of this business have been included in these  financial  statements.
The  non-Nexen  ownership  interests  in our  chemicals  business  are  shown as
non-controlling interests.

3.       ACCOUNTS RECEIVABLE



                                                                        SEPTEMBER 30    DECEMBER 31
                                                                                2005           2004
- -----------------------------------------------------------------------------------------------------
                                                                                        
Trade
    Marketing                                                                  2,157          1,452
    Oil and Gas                                                                  538            557
    Chemicals and Other                                                           68             57
                                                                        -----------------------------
                                                                               2,763          2,066
Non-Trade                                                                         72             49
                                                                        -----------------------------
                                                                               2,835          2,115
Allowance for Doubtful Accounts                                                   (7)           (15)
                                                                        -----------------------------
Total                                                                          2,828          2,100
                                                                        =============================
4.       INVENTORIES AND SUPPLIES

                                                                        SEPTEMBER 30    DECEMBER 31
                                                                                2005           2004
- -----------------------------------------------------------------------------------------------------
Finished Products
    Marketing                                                                    339            199
    Oil and Gas                                                                    6              6
    Chemicals and Other                                                           13             13
                                                                        -----------------------------
                                                                                 358            218
Work in Process                                                                    5              4
Field Supplies                                                                   151            129
                                                                        -----------------------------
Total                                                                            514            351
                                                                        =============================
5.       DEFERRED CHARGES AND OTHER ASSETS

                                                                        SEPTEMBER 30    DECEMBER 31
                                                                                2005           2004
- -----------------------------------------------------------------------------------------------------
Long-Term Marketing Derivative Contracts                                         210             91
Crude Oil Put Options                                                             16            200
Defined Benefit Pension Plan Asset                                                 5             13
Deferred Financing Costs                                                          63             67
Asset Retirement Obligation Remediation Fund (Note 8)                             14             --
Other                                                                             58             58
                                                                        -----------------------------
Total                                                                            366            429
                                                                        =============================


6.       SUSPENDED WELL COSTS

In the third quarter of 2005,  we adopted staff  position 19-1 (FSP 19-1) issued
by the Financial  Accounting  Standards Board (FASB) on accounting for suspended
well costs.  FSP 19-1 amends FASB  Statement No. 19,  FINANCIAL  ACCOUNTING  AND
REPORTING BY OIL AND GAS PRODUCING COMPANIES, for companies using the successful
efforts method of accounting  which required that  capitalized  exploratory well
costs be expensed if related  reserves  could not be classified as proved within
one year. FSP 19-1 provides that  exploratory  well costs should  continue to be
capitalized  when a well has found a sufficient  quantity of reserves to justify
its  completion  as a producing  well and  sufficient  progress is being made to
assess the reserves and the economic and  operating  viability of the well.  FSP
19-1 also requires certain  disclosures with respect to capitalized  exploratory
well costs.

                                       17


The following table sets out the changes in capitalized  exploratory  well costs
during the three and nine month periods ended  September 30, 2005 and 2004,  and
does not  include  amounts  that were  initially  capitalized  and  subsequently
expensed in the same period.



                                                                      THREE MONTHS                  NINE MONTHS
                                                                    ENDED SEPTEMBER 30           ENDED SEPTEMBER 30
                                                                     2005         2004         2005            2004
- --------------------------------------------------------------------------------------------------------------------
                                                                                                     
Balance at Beginning of Period                                       196           119          117              91
Additions to Capitalized Exploratory Well Costs Pending the
   Determination of Proved Reserves                                  100            27          178              51
Effects of Foreign Exchange                                          (14)           (8)         (13)             (4)
                                                                   -------------------------------------------------
Balance at End of Period                                             282           138          282             138
                                                                   =================================================


The following  table  provides an aging of  capitalized  exploratory  well costs
based on the date  drilling was  completed  and shows the number of projects for
which exploratory well costs have been capitalized for a period greater than one
year since the completion of drilling.



                                                                                         SEPTEMBER 30   SEPTEMBER 30
                                                                                                 2005           2004
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                            
Capitalized for a Period of One Year or Less                                                      199             75
Capitalized for a Period of Greater than One Year                                                  83             63
                                                                                         ----------------------------
Balance at End of Period                                                                          282            138
                                                                                         ============================

Number of Projects that have Exploratory Well Costs Capitalized for a Period Greater than
    One Year                                                                                        3              2
                                                                                         ----------------------------


As at September 30, 2005, we have  exploratory  costs that have been capitalized
for  more  than one year  relating  to our  interest  in an  exploratory  block,
offshore Nigeria ($71 million),  our interest in exploratory  blocks in the Gulf
of Mexico ($5 million) and coal bed methane exploratory activities in Canada ($7
million).  Exploratory costs offshore Nigeria were first capitalized in 1998 and
we have subsequently  drilled a further seven successful wells on the block. The
joint venture  partners have  finalized  pre-development  design studies and are
moving towards the next phase of the project.  Drilling activity has resumed and
an appraisal  and  exploration  program is  currently  in  progress.  Once final
regulatory approvals have been received and the project has been sanctioned,  we
will book proved reserves. We have capitalized costs related to successful wells
drilled  in  2004  and  2005  in the  Gulf  of  Mexico  and in  Canada,  we have
capitalized  exploratory costs relating to our coal bed methane projects. We are
currently  assessing all of these wells and projects and we are working with our
partners to prepare development plans.

7.       LONG-TERM DEBT AND SHORT-TERM BORROWINGS



                                                                                          SEPTEMBER 30   DECEMBER 31
                                                                                                  2005          2004
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                         
Acquisition Credit Facilities (a)                                                                   --         1,806
Canexus LP Term Credit Facilities (US$144 million drawn) (b)                                       167            --
Term Credit Facilities (c)                                                                          --            87
Debentures, due 2006 (1)                                                                            93            93
Medium-Term Notes, due 2007                                                                        150           150
Medium-Term Notes, due 2008                                                                        125           125
Notes, due 2013 (US$500 million)                                                                   581           602
Notes, due 2015 (US$250 million) (d)                                                               290            --
Notes, due 2028 (US$200 million)                                                                   232           241
Notes, due 2032 (US$500 million)                                                                   581           602
Notes, due 2035 (US$790 million) (e)                                                               917            --
Subordinated Debentures, due 2043 (US$460 million)                                                 534           553
                                                                                          ---------------------------
                                                                                                 3,670         4,259
                                                                                          ===========================
Note:
(1)  Includes $50 million of principal that was effectively converted through a currency exchange contract to
     US$37 million.


                                       18


(a)      ACQUISITION CREDIT FACILITIES

During the  quarter,  we repaid in full,  amounts  outstanding  under the bridge
facility  used to fund a portion of the purchase  price for the  acquisition  of
EnCana (UK) Limited in 2004. The US$500 million development  facility associated
with the acquisition credit facilities was replaced with the renewal of our term
credit facilities during the quarter.

(b)      CANEXUS LP TERM CREDIT FACILITIES

Canexus LP has $350  million of  committed,  unsecured,  revolving  term  credit
facilities which are available until 2009. At September 30, 2005, US$144 million
($167  million)  was drawn on these  facilities.  The lenders have the option to
extend  the terms  annually.  Borrowings  are  available  as  Canadian  bankers'
acceptances,  LIBOR-based  loans,  Canadian  prime loans or US-dollar  base rate
loans.  Interest  is  payable  monthly  at a  floating  rate.  The  term  credit
facilities are secured by a floating  charge  debenture over all of Canexus LP's
assets  and  by  certain   guarantees,   security  interests  and  subordination
agreements  provided by certain  affiliates  of Canexus LP (which do not include
Nexen).

(c)      TERM CREDIT FACILITIES

We have a committed, unsecured, revolving term credit facility of US$2.0 billion
which is available  until 2010. At September  30, 2005,  these  facilities  were
undrawn.  The lenders have the option to extend the terms  annually.  Borrowings
are available as Canadian  bankers'  acceptances,  LIBOR-based  loans,  Canadian
prime  loans,  US-dollar  base rate  loans or pound  sterling  call rate  loans.
Interest is payable monthly at a floating rate.

(d)      NOTES, DUE 2015

In  March  2005,  we  issued  US$250  million  of  notes.  Interest  is  payable
semi-annually  at a rate of 5.20%  and the  principal  is to be  repaid in March
2015. We may redeem part or all of the notes at any time. The  redemption  price
will be the  greater of par and an amount that  provides  the same yield as a US
Treasury  security  having a term to maturity equal to the remaining term of the
notes plus 0.15%.  The proceeds were used to repay a portion of the  Acquisition
Credit Facilities.

(e)      NOTES, DUE 2035

In  March  2005,  we  issued  US$790  million  of  notes.  Interest  is  payable
semi-annually  at a rate of 5.875%  and the  principal  is to be repaid in March
2035. We may redeem part or all of the notes at any time. The  redemption  price
will be the  greater of par and an amount that  provides  the same yield as a US
Treasury  security  having a term to maturity equal to the remaining term of the
notes plus 0.2%.  The proceeds  were used to repay a portion of the  Acquisition
Credit Facilities.

(f)      INTEREST EXPENSE



                                                 THREE MONTHS             NINE MONTHS
                                              ENDED SEPTEMBER 30      ENDED SEPTEMBER 30
                                                2005        2004      2005          2004
- -----------------------------------------------------------------------------------------
                                                                         
Long-Term Debt                                   65           43       197           136
Other                                             3            3        12             9
                                               ------------------------------------------
                                                 68           46       209           145
   Less: Capitalized                            (49)         (11)     (125)          (27)
                                               ------------------------------------------
Total                                            19           35        84           118
                                               ==========================================


Capitalized  interest relates to and is included as part of the cost of our oil,
gas and Syncrude properties,  plant and equipment.  The capitalization rates are
based on our weighted-average cost of borrowings.

(g)      SHORT-TERM BORROWINGS

Nexen has unsecured  operating loan facilities of approximately $427 million. No
amounts were drawn under these  facilities at September  30, 2005  (December 31,
2004 - $100 million).  Interest is payable at floating  rates.  During the first
nine  months of 2005,  the  weighted  average  interest  rate on our  short-term
borrowings was 3.4%.

                                       19


8.       ASSET RETIREMENT OBLIGATIONS

Changes in carrying amounts of the asset retirement obligations associated with
our property, plant and equipment are as follows:



                                                                        SEPTEMBER 30      DECEMBER 31
                                                                                2005             2004
- ------------------------------------------------------------------------------------------------------
                                                                                            
Balance at Beginning of Period                                                   468              323
    Obligations Assumed with Development Activities                               52               12
    Obligations Assumed with Business Acquisition                                 --              134
    Obligations Discharged with Disposed Properties                              (38)              (4)
    Expenditures Made on Asset Retirements                                       (30)             (31)
    Accretion                                                                     19               17
    Revisions to Estimates                                                        --               24
    Effects of Foreign Exchange                                                  (21)              (7)
                                                                        ------------------------------
Balance at End of Period (1), (2)                                                450              468
                                                                        ==============================
Notes:
(1)  Obligations  due within 12 months of $13 million  (December  31, 2004 - $47
     million)  have been included in accounts  payable and accrued  liabilities.
     Obligations related to discontinued operations of $nil (December 31, 2004 -
     $22  million)  have  been  included  with   liabilities   of   discontinued
     operations.

(2)  Obligations  relating to our oil and gas activities  amount to $403 million
     (December  31,  2004  -  $422  million)  and  obligations  relating  to our
     chemicals business amount to $47 million (December 31, 2004 - $46 million).


Our total estimated  undiscounted  asset retirement  obligations  amount to $750
million  (December  31,  2004 - $770  million).  We have  discounted  the  total
estimated asset retirement obligations using a weighted-average, credit-adjusted
risk-free  rate  of  5.7%.  Approximately  $98  million  included  in our  asset
retirement  obligations  will be settled over the next five years. The remaining
obligations  settle  beyond  five years and will be funded by future  cash flows
from our operations.

In  connection  with the sale of our  chemicals  business to Canexus LP, we have
contributed  $14 million to a remediation  fund to be used for asset  retirement
obligations  associated  with the assets  sold.  This is included on our balance
sheet as part of deferred charges and other assets.

We own  interests  in assets  for which the fair  value of the asset  retirement
obligations cannot be reasonably determined because the assets currently have an
indeterminate  life and we cannot  determine when  remediation  activities would
take place. These assets include our interest in Syncrude's upgrader and sulphur
pile. The estimated future recoverable  reserves at Syncrude are significant and
given  the long  life of this  asset,  we are  unable to  determine  when  asset
retirement  activities  would take place.  Furthermore,  we believe the Syncrude
plant can continue to run indefinitely with ongoing maintenance activities.  The
retirement  obligations  for these  assets will be recorded in the first year in
which the lives of the assets are determinable.

9.       DEFERRED CREDITS AND OTHER LIABILITIES



                                                                        SEPTEMBER 30    DECEMBER 31
                                                                                2005           2004
- ----------------------------------------------------------------------------------------------------
                                                                                          
Long-Term Marketing Derivative Contracts                                         115             46
Fixed Price Natural Gas Contracts                                                124             --
Deferred Transportation Revenue                                                   34             33
Stock Based Compensation Liability                                                75             --
Defined Benefit Pension Obligation                                                36             32
Other                                                                            110             31
                                                                        ----------------------------
Total                                                                            494            142
                                                                        ============================


                                       20


10.      DERIVATIVE INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

(a)      CARRYING VALUE AND ESTIMATED FAIR VALUE OF DERIVATIVE AND FINANCIAL
         INSTRUMENTS

The  carrying  value,  fair  value,  and  unrecognized  gains or  losses  on our
outstanding derivatives and long-term financial assets and liabilities are:



Cdn$ millions                                         SEPTEMBER 30, 2005                      DECEMBER 31, 2004
- -------------------------------------------------------------------------------------------------------------------------
                                             Carrying      Fair    Unrecognized      Carrying      Fair     Unrecognized
                                                Value     Value     Gain/(Loss)         Value     Value             Gain
                                            ------------------------------------    -------------------------------------
                                                                                                 
Commodity Price Risk
    Non-Trading Activities
      Crude Oil Put Options                        16        16              --           200       200              --
      Fixed Price Natural Gas Contracts          (187)      (187)            --            --       (98)            (98)
      Natural Gas Swaps                            25         25             --            --        --              --

    Trading Activities
      Crude Oil and Natural Gas                    42         42             --            83        83              --
      Future Sale of Gas Inventory                 --       (121)          (121)           --         6               6

Foreign Currency Risk
    Non-Trading Activities                         17        17              --             7         7              --
    Trading Activities                             10        10              --            10        10              --
                                            ------------------------------------    -------------------------------------
Total Derivatives                                 (77)     (198)           (121)          300       208             (92)
                                            ====================================    =====================================

Financial Assets and Liabilities
      Long-Term Debt                           (3,670)   (3,854)           (184)       (4,259)   (4,503)           (244)
                                            ====================================    =====================================


The estimated fair value of all derivative instruments is based on quoted market
prices and, if not available,  on estimates from third-party brokers or dealers.
The  carrying  value of cash  and cash  equivalents,  margin  deposits,  amounts
receivable and short-term obligations  approximates their fair value because the
instruments are near maturity.

(b)      COMMODITY PRICE RISK MANAGEMENT

NON-TRADING ACTIVITIES

We generally  sell our crude oil and natural gas under  short-term  market based
contracts.

CRUDE OIL PUT OPTIONS

We  purchased  WTI crude oil put  options  to manage  the  commodity  price risk
exposure  of a portion of our oil  production  in 2005 and 2006.  These  options
establish an annual  average WTI floor price of US$43/bbl in 2005 and  US$38/bbl
in 2006 at a cost of $144  million  and are stated at fair value on our  balance
sheet.  Any  change in fair  value is  included  in  marketing  and other on the
Unaudited Consolidated Statement of Income.



                                           NOTIONAL                      AVERAGE              FAIR
                                            VOLUMES        TERM      PRICE (WTI)             VALUE
- ---------------------------------------------------------------------------------------------------
                                            (bbls/d)                    (US$/bbl)   (Cdn$ millions)
                                                                        
WTI Crude Oil Put Options                    30,000        2005               44                --
                                             20,000        2005               43                --
                                             10,000        2005               41                --
                                             30,000        2006               39                 9
                                             20,000        2006               38                 5
                                             10,000        2006               36                 2
                                                                                    ---------------
                                                                                                16
                                                                                    ===============


FIXED PRICE NATURAL GAS CONTRACTS AND NATURAL GAS SWAPS

In July and August 2005, we sold certain  Canadian oil and gas properties and we
retained  fixed price natural gas  contracts  that were  previously  used in the
operation of those properties. See Note 15.

                                       21


Since these contracts are no longer used in the normal course of our oil and gas
operations,  they have been  marked-to-market  and are included in the Unaudited
Consolidated  Balance  Sheet.  Any change in fair value is included in marketing
and other in the Unaudited Consolidated Statement of Income.



                                           NOTIONAL                                              FAIR
                                            VOLUMES             TERM           PRICE            VALUE
- ------------------------------------------------------------------------------------------------------
                                             (Gj/d)                            ($/Gj)  (Cdn$ millions)
                                                                           
Fixed Price Natural Gas Contracts            22,034      2005 - 2006     2.28 - 3.72              (63)
                                             15,514      2007 - 2010     2.47 - 2.77             (124)
                                                                                      ----------------
                                                                                                 (187)
                                                                                      ================


Following  the sale of the  Canadian  oil and gas  properties,  we entered  into
natural gas swaps to economically  hedge our exposure to the fixed price natural
gas  contracts.  Any change in fair value is included in marketing  and other in
the Unaudited Consolidated Statement of Income.



                                           NOTIONAL                                              FAIR
                                            VOLUMES             TERM           PRICE            VALUE
- ------------------------------------------------------------------------------------------------------
                                             (Gj/d)                            ($/Gj)  (Cdn$ millions)
                                                                           
Natural Gas Swaps                            22,034      2005 - 2006    9.02 - 11.81               13
                                             15,514      2007 - 2010            7.45               12
                                                                                      ----------------
                                                                                                   25
                                                                                      ================


TRADING ACTIVITIES

CRUDE OIL AND NATURAL GAS

We enter  into  physical  purchase  and  sales  contracts  as well as  financial
commodity  contracts to enhance our price  realizations and lock-in our margins.
The physical and financial commodity contracts (derivative contracts) are stated
at market  value.  The $42  million  fair value of the  commodity  contracts  at
September 30, 2005 is included in the Unaudited  Consolidated  Balance Sheet and
any change in fair value is included  in  marketing  and other on the  Unaudited
Consolidated Statement of Income.

FUTURE SALE OF GAS INVENTORY

We have certain NYMEX futures  contracts and swaps in place,  which  effectively
lock-in our margins on the future sale of our natural gas  inventory in storage.
We have designated,  in writing, some of these derivative contracts as cash flow
hedges of the  future  sale of our  storage  inventory.  As a result,  gains and
losses on these  designated  futures  contracts and swaps are  recognized in net
income  when the  inventory  in storage is sold.  The  principal  terms of these
outstanding contracts and the unrecognized losses at September 30, 2005 are:



                                            HEDGED                         AVERAGE    UNRECOGNIZED
                                           VOLUMES             MONTH         PRICE            LOSS
- ---------------------------------------------------------------------------------------------------
                                            (mmcf)                        (US$/mcf) (Cdn$ millions)
                                                                        
NYMEX Natural Gas Futures                    1,520      October 2005          6.96             (12)
                                             1,140     December 2005         10.02              (6)
                                            11,100      January 2006          8.96             (75)
                                               400     February 2006         10.96              (2)

NYMEX Natural Gas Fixed Price Swaps            850     December 2005          8.00              (6)
                                             2,750      January 2006          8.30             (20)
                                                                                   ----------------
                                                                                              (121)
                                                                                   ================


(c)      FOREIGN CURRENCY EXCHANGE RATE RISK MANAGEMENT



NON-TRADING ACTIVITIES

                                                                                                           FAIR
                                                          AMOUNT            TERM           RATE           VALUE
- ----------------------------------------------------------------------------------------------------------------
                                                                                   (for US$1.00) (Cdn$ millions)
                                                                                     
Foreign Currency Call Options - Buzzard (i)   (pound)207 million     2005 - 2006    1.95 - 2.00              --

US Dollar Call Options - Canexus (ii)              US$11 million     2005 - 2006          0.813               9

Foreign Currency Swap (iii)                        US$37 million            2006          0.736               8
                                                                                                ----------------
                                                                                                             17
                                                                                                ================


                                       22


(i)  BUZZARD

Our  Buzzard  development  project  in the North Sea  creates  foreign  currency
exposure as a portion of the capital costs are denominated in British pounds and
Euros.  In order to reduce our  exposure  to  fluctuations  in these  currencies
relative to the US dollar,  we purchased  foreign currency call options in early
2005  which  effectively  set a ceiling  on most of our  British  pound and Euro
spending exposure from March 2005 through to the end of 2006. Any change in fair
value is included in marketing and other on the Unaudited Consolidated Statement
of Income.

(ii) CANEXUS

The operations of Canexus are exposed to changes in the US dollar  exchange rate
as a portion of their sales are  denominated in US dollars.  In connection  with
the initial public  offering of Canexus,  we purchased US dollar call options to
reduce this exposure to  fluctuations in the Canadian - US dollar exchange rate.
Canexus  has the right to sell  US$11  million  monthly  and  purchase  Canadian
dollars at an exchange  rate of US$0.813  until August 2006.  Any change in fair
value is included in marketing and other on the Unaudited Consolidated Statement
of Income.

(iii) FOREIGN CURRENCY SWAP

We  occasionally  use derivative  instruments to effectively  convert cash flows
from  Canadian to US dollars and vice versa.  At September  30, 2005,  we held a
foreign currency derivative instrument that obligates us and the counterparty to
exchange  principal and interest  amounts.  In November  2006, we will pay US$37
million  and  receive  Cdn$50  million.  Any change in fair value is included in
marketing and other on the Unaudited Consolidated Statement of Income.


TRADING ACTIVITIES

Our sales and purchases of crude oil and natural gas are generally transacted in
or referenced to the US dollar, as are most of the financial commodity contracts
used by our marketing group.  Our marketing group enters into forward  contracts
and  swaps to sell US  dollars.  When  combined  with  certain  commodity  sales
contracts, either physical or financial, these forward contracts and swaps allow
us to lock-in our  Canadian  dollar  margins on the future sale of crude oil and
natural gas. The $10 million fair value of the US dollar  forward  contracts and
swaps at September  30, 2005 is included in the Unaudited  Consolidated  Balance
Sheet and any change in fair value is  included  in  marketing  and other on the
Unaudited Consolidated Statement of Income.

(d) TOTAL CARRYING VALUE OF DERIVATIVE CONTRACTS RELATED TO TRADING ACTIVITIES

Amounts related to derivative contracts held by our marketing group are equal to
fair value as we use mark-to-market accounting. The amounts are as follows:



                                                         SEPTEMBER 30    DECEMBER 31
CDN$ MILLIONS                                                    2005           2004
- -------------------------------------------------------------------------------------
                                                                           
Accounts Receivable                                               508            177
Deferred Charges and Other Assets (1)                             210             91
                                                         ----------------------------
    Total Derivative Contract Assets                              718            268
                                                         ============================

Accounts Payable and Accrued Liabilities                          551            129
Deferred Credits and Other Liabilities (1)                        115             46
                                                         ----------------------------
    Total Derivative Contract Liabilities                         666            175
                                                         ============================

    Total Derivative Contract Net Assets (2)                       52             93
                                                         ============================


Notes:
(1)  These  derivative  contracts  settle  beyond 12 months  and are  considered
     non-current.
(2)  Comprised  of  $42  million  (2004  - $83  million)  related  to  commodity
     contracts and $10 million (2004 - $10 million) related to US dollar forward
     contracts and swaps.

Our  exchange-traded   derivative   contracts  are  subject  to  margin  deposit
requirements.  We are  required to advance  cash to  counterparties  in order to
satisfy  these  requirements.  We have margin  deposits of US$174  million ($202
million) as at September 30, 2005  (December  31, 2004 - $nil),  which have been
presented as margin deposits on our Unaudited Consolidated Balance Sheet.

                                       23


11.      SHAREHOLDERS' EQUITY

DIVIDENDS

Dividends  per common share for the three months ended  September  30, 2005 were
$0.05  (2004 - $0.05).  Dividends  per common  share for the nine  months  ended
September 30, 2005 were $0.15 (2004 - $0.15).

12.      EARNINGS PER COMMON SHARE

Our shareholders approved a split of our issued and outstanding common shares on
a  two-for-one  basis at our annual and special  meeting on April 27, 2005.  All
common share and per common share  amounts have been  restated to  retroactively
reflect this share split.

We calculate  basic earnings per common share from continuing  operations  using
net income from continuing operations divided by the weighted-average  number of
common shares  outstanding.  We calculate  basic earnings per common share using
net income and the  weighted-average  number of common  shares  outstanding.  We
calculate  diluted  earnings per common  share from  continuing  operations  and
diluted earnings per common share in the same manner as basic, except we use the
weighted-average number of diluted common shares outstanding in the denominator.



                                                                    THREE MONTHS                NINE MONTHS
                                                                  ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
(MILLIONS OF SHARES)                                              2005          2004         2005         2004
- ---------------------------------------------------------------------------------------------------------------
                                                                                             
Weighted-average number of common shares outstanding             260.6         258.0        260.1        256.8
Shares issuable pursuant to stock options                         12.9          12.6         13.8         13.4
Shares to be purchased from proceeds of stock options             (6.4)         (9.8)        (8.6)       (10.0)
                                                                -----------------------------------------------
Weighted-average number of diluted common shares outstanding     267.1         260.8        265.3        260.2
                                                                ===============================================


In calculating the weighted-average  number of diluted common shares outstanding
for the three and nine months ended  September  30, 2005 and  September 30, 2004
all options were included because their exercise price was less than the average
common  share  market  price  in  the  period.  During  the  periods  presented,
outstanding stock options were the only potential dilutive instruments.

13.      CASH FLOWS



(a)      CHARGES AND CREDITS TO INCOME NOT INVOLVING CASH

                                                                   THREE MONTHS               NINE MONTHS
                                                                ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
                                                                2005          2004         2005         2004
- -------------------------------------------------------------------------------------------------------------
                                                                                             
Depreciation, Depletion, Amortization and Impairment             256           164          748          480
Stock Based Compensation                                         227            11          390          100
Future Income Taxes                                              (71)           25         (141)          19
Change in Fair Value of Crude Oil Put Options                      1            --          184           --
Non-Cash Items included in Discontinued Operations              (381)           29         (325)          95
Unamortized Issue Costs on Redemption of Preferred Securities     --            --           --           11
Gain on Dilution of Interest in Chemicals Business              (193)           --         (193)          --
Net Income Attributable to Non-Controlling Interests               5            --            5           --
Other                                                             14             5           (2)          (9)
                                                               -----------------------------------------------
Total                                                           (142)          234          666          696
                                                               ===============================================


                                       24




(b)      CHANGES IN NON-CASH WORKING CAPITAL

                                                                     THREE MONTHS               NINE MONTHS
                                                                  ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
                                                                  2005          2004         2005         2004
- ---------------------------------------------------------------------------------------------------------------
                                                                                              
   Accounts Receivable (1)                                        (639)           17         (817)        (134)
   Inventories and Supplies                                         35           (68)        (174)        (145)
   Other Current Assets                                            (26)          (18)         (15)          37
   Accounts Payable and Accrued Liabilities (1)                    783            59        1,067          259
   Accrued Interest Payable                                        (18)           --            5           (9)
                                                                -----------------------------------------------
Total                                                              135           (10)          66            8
                                                                ===============================================

Relating to:
   Operating Activities                                            216           (55)         120          (99)
   Investing Activities                                            (81)           45          (54)         107
                                                                -----------------------------------------------
Total                                                              135           (10)          66            8
                                                                ===============================================

Note:
(1)  Includes  changes in  non-cash  working  capital  related  to  discontinued
     operations.

(c)      OTHER CASH FLOW INFORMATION

                                                                     THREE MONTHS               NINE MONTHS
                                                                  ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
                                                                  2005          2004         2005         2004
- ---------------------------------------------------------------------------------------------------------------
                                                                                              
Interest Paid                                                       80            41          190          143
Income Taxes Paid                                                   96            67          248          182
                                                                -----------------------------------------------


14.      MARKETING AND OTHER

                                                                     THREE MONTHS               NINE MONTHS
                                                                  ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
                                                                  2005          2004         2005         2004
- ---------------------------------------------------------------------------------------------------------------
                                                                                              
Marketing Revenue, Net                                              29           144          481          403
Change in Fair Value of Crude Oil Put Options                       (1)           --         (184)          --
Interest                                                             4             3           22            8
Foreign Exchange Gains/(Losses)                                    (27)           (9)           1            6
Other                                                               19             9           23           22
                                                                -----------------------------------------------
Total                                                               24           147          343          439
                                                                ===============================================


15.      DISCONTINUED OPERATIONS

In June  2005,  we  agreed to sell  certain  Canadian  conventional  oil and gas
properties in southeast Saskatchewan,  northwest Saskatchewan, northeast British
Columbia  and  the  Alberta  foothills.  The  results  of  operations  of  these
properties have been accounted for as discontinued operations.  The sales closed
in the third quarter with proceeds of $900 million after closing adjustments and
we realized gains of $225 million. These gains are net of losses attributable to
pipeline  contracts  and  fixed  price  gas  contracts   associated  with  these
properties  that we have retained but no longer use in  connection  with our oil
and gas business.

                                       25


During the fourth  quarter of 2004,  we  concluded  production  from our Buffalo
field,  offshore  Australia as  anticipated.  The results of our  operations  in
Australia have been treated as discontinued  operations,  as we have no plans to
continue operations in the country.  Remediation and abandonment  activities are
virtually completed and no gain or loss is expected from these activities.



THREE MONTHS ENDED SEPTEMBER 30

                                                                  2005                    2004
                                                                 CANADA      CANADA     AUSTRALIA       TOTAL
- ------------------------------------------------------------------------   -----------------------------------
                                                                                            
Revenues
    Net Sales                                                        27          59           --           59
    Gain on Disposition of Assets                                   225          --           --           --
                                                               ---------   -----------------------------------
                                                                    252          59           --           59
Expenses
    Operating                                                         4          10           --           10
    Depreciation, Depletion, Amortization and Impairment             --          17           --           17
                                                               ---------   -----------------------------------
Income before Income Taxes                                          248          32           --           32
    Future Income Taxes                                            (156)         12           --           12
                                                               ---------   -----------------------------------
Net Income from Discontinued Operations                             404          20           --           20
                                                               =========   ===================================

Earnings per Common Share
    Basic                                                          1.55        0.08           --         0.08
                                                               =========   ===================================
    Diluted                                                        1.51        0.08           --         0.08
                                                               =========   ===================================

NINE MONTHS ENDED SEPTEMBER 30

                                                                  2005                    2004
                                                                 CANADA      CANADA     AUSTRALIA       TOTAL
- ------------------------------------------------------------------------   -----------------------------------
Revenues
    Net Sales                                                       154         171           49          220
    Gain on Disposition of Assets                                   225          --           --           --
                                                               ---------   -----------------------------------
                                                                    379         171           49          220
Expenses
    Operating                                                        27          31           31           62
    Depreciation, Depletion, Amortization and Impairment             28          52            9           61
    Exploration Expense                                               1           1           --            1
                                                               ---------   -----------------------------------
Income before Income Taxes                                          323          87            9           96
    Future Income Taxes                                            (129)         33           --           33
                                                               ---------   -----------------------------------
Net Income from Discontinued Operations                             452          54            9           63
                                                               =========   ===================================

Earnings per Common Share
    Basic                                                          1.74        0.21         0.04         0.25
                                                               =========   ===================================
    Diluted                                                        1.70        0.21         0.03         0.24
                                                               =========   ===================================


Assets and liabilities on the Unaudited  Consolidated  Balance Sheet include the
following  amounts  for  discontinued  operations.  There  were  no  assets  and
liabilities related to discontinued operations at September 30, 2005.



AS AT DECEMBER 31, 2004

                                                                              CANADA   AUSTRALIA         TOTAL
- ---------------------------------------------------------------------------------------------------------------
                                                                                                
Cash and Cash Equivalents                                                         --           1             1
Accounts Receivable                                                               28           8            36
Other Current Assets                                                              --           1             1
Property, Plant and Equipment, Net                                               443          --           443
Accounts Payable and Accrued Liabilities                                          14          25            39
Asset Retirement Obligations                                                      22          --            22
Future Income Tax Liabilities                                                    108          --           108
                                                                             --------------------   -----------


                                       26


16.      COMMITMENTS, CONTINGENCIES AND GUARANTEES

As  described  in  Note  12 to the  Audited  Consolidated  Financial  Statements
included in our 2004 Annual Report on Form 10-K,  there are a number of lawsuits
and claims pending,  the ultimate results of which cannot be ascertained at this
time.  We record costs as they are incurred or become  determinable.  We believe
the resolution of these matters would not have a material  adverse effect on our
liquidity, consolidated financial position or results of operations.

17.      PENSION AND OTHER POST RETIREMENT BENEFITS



(a)      NET PENSION EXPENSE RECOGNIZED UNDER OUR DEFINED BENEFIT PENSION PLANS

                                                                    THREE MONTHS                NINE MONTHS
                                                                 ENDED SEPTEMBER 30         ENDED SEPTEMBER 30
                                                                 2005          2004         2005          2004
- ---------------------------------------------------------------------------------------------------------------
                                                                                              
Nexen
    Cost of Benefits Earned by Employees                            4             2           10             6
    Interest Cost on Benefits Earned                                3             3           10             9
    Expected Return on Plan Assets                                 (3)           (3)          (8)           (9)
    Net Amortization and Deferral                                  --            --            1            --
                                                              -------------------------------------------------
    Net                                                             4             2           13             6
                                                              -------------------------------------------------

Syncrude
    Cost of Benefits Earned by Employees                            1             1            3             3
    Interest Cost on Benefits Earned                                1             1            4             3
    Expected Return on Plan Assets                                 (1)           (1)          (3)           (3)
    Net Amortization and Deferral                                  --            --           --            --
                                                               ------------------------------------------------
    Net                                                             1             1            4             3
                                                               ------------------------------------------------
Total                                                               5             3           17             9
                                                               ================================================


(b)      EMPLOYER FUNDING CONTRIBUTIONS

Our expected total funding contributions for 2005 disclosed in Note 13(e) to the
Audited Consolidated Financial Statements in our 2004 Annual Report on Form 10-K
have not changed for both our Nexen defined benefit pension plan and our share
of Syncrude's defined benefit pension plan.


                                       27


18.      OPERATING SEGMENTS AND RELATED INFORMATION

Nexen is involved in activities  relating to Oil and Gas, Syncrude and Chemicals
in  various  geographic  locations  as  described  in  Note  18 to  the  Audited
Consolidated  Financial  Statements  included in our 2004 Annual  Report on Form
10-K.



THREE MONTHS ENDED SEPTEMBER 30, 2005
                                                                                                             CORPORATE
                                                                                                                   AND
 (CDN$ MILLIONS)                                  OIL AND GAS                          SYNCRUDE(1)  CHEMICALS    OTHER     TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
                                               UNITED    UNITED      OTHER
                               YEMEN   CANADA  STATES   KINGDOM  COUNTRIES(2) MARKETING
                               --------------------------------------------------------
                                                                                             
 Net Sales                       417      136    212         69        29          6        124         101         --     1,094
 Marketing and Other               3       --     --          1        --         29         --          15        (24)(3)    24
 Gain on Dilution of Interest
    in Chemicals Business         --       --     --         --        --         --         --         193         --       193
                              ---------------------------------------------------------------------------------------------------
 Total Revenues                  420      136    212         70        29         35        124         309        (24)    1,311
 Less: Expenses
   Operating                      36       29     25         23         1          8         37          62         --       221
  Depreciation, Depletion,
   Amortization and
     Impairment                  107       35     57         33         2          3          4           9          6       256
   Transportation and Other        2        6     --         --        --        147          5          10         31       201
   General and
  Administrative (4)               1       39     34         --        70         39         --          12        147       342
   Exploration                     2        4     10          3        13(5)      --         --          --         --        32
   Interest                       --       --     --         --        --         --         --           1         18        19
                              ---------------------------------------------------------------------------------------------------
 Income (Loss) from
    Continuing Operations
      before Income Taxes        272       23     86         11       (57)      (162)        78         215       (226)      240
                              =========================================================================================
 Less: Provision for
   Income Taxes (6)                                                                                                           24
 Less: Non Controlling
   Interests                                                                                                                   5
 Add: Net Income from
   Discontinued Operations                                                                                                   404
                                                                                                                         --------
 Net Income                                                                                                                  615
                                                                                                                         ========
 Identifiable Assets             670    2,103  1,362      4,684       239      3,123(7)   1,067         491        256    13,995
                              ===================================================================================================

 Capital Expenditures
   Development and Other          53      221     28        131         3          1         55           5          3       500
   Exploration                    11       26     46         35        15         --         --          --         --       133
   Proved Property
   Acquisitions                   --       15     --         --        --         --         --          --         --        15
                              ---------------------------------------------------------------------------------------------------
                                  64      262     74        166        18          1         55           5          3       648
                              ===================================================================================================

 Property, Plant and
 Equipment
   Cost                        2,174    3,254  2,308      3,838       252        168      1,179         821        232    14,226
   Less: Accumulated DD&A      1,737    1,279  1,106        120       116         69        168         447        116     5,158
                              ---------------------------------------------------------------------------------------------------
 Net Book Value                  437    1,975  1,202      3,718       136         99      1,011         374        116     9,068
                              ===================================================================================================

Notes:
(1)  Syncrude  is  considered  a mining  operation  for US  reporting  purposes.
     Property,  plant and equipment at September 30, 2005 include mineral rights
     of $6 million.

(2)  Includes  results of operations  from  producing  activities in Nigeria and
     Colombia.

(3)  Includes  interest  income of $4 million,  foreign  exchange  losses of $27
     million  and  decrease  in the fair  value of crude oil put  options  of $1
     million.

(4)  Includes stock based compensation expense of $260 million.

(5)  Includes  exploration   activities  primarily  in  Nigeria,   Colombia  and
     Equatorial Guinea.

(6)  Includes Yemen cash taxes of $93 million.

(7)  Approximately   80%  of  marketing's   identifiable   assets  are  accounts
     receivable and inventories.

                                       28




NINE MONTHS ENDED SEPTEMBER 30, 2005
                                                                                                             CORPORATE
                                                                                                                   AND
 (CDN$ MILLIONS)                                  OIL AND GAS                          SYNCRUDE(1)  CHEMICALS    OTHER     TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
                                               UNITED    UNITED      OTHER
                               YEMEN   CANADA  STATES   KINGDOM  COUNTRIES(2) MARKETING
                               --------------------------------------------------------
                                                                                             
 Net Sales                     1,025      316    593        242        78         16        292         297        --      2,859
 Marketing and Other               6        2     --          1         4        481         --          16       (167)(3)   343
 Gain on Dilution of Interest
    in Chemicals Business         --       --     --         --        --         --         --         193        --        193
                              ---------------------------------------------------------------------------------------------------
 Total Revenues                1,031      318    593        243        82        497        292         506      (167)     3,395
 Less: Expenses
   Operating                     109       85     69         76         7         20        110         174        --        650
   Depreciation, Depletion,
    Amortization and
     Impairment                  256      105    182        115        11          8         13          42(4)     16        748
   Transportation and Other        4       17     --         --        --        475         13          30        44        583
   General and
   Administrative (5)              3       93     71         --       117         72         --          39       252        647
   Exploration                     5       15     83         18        43(6)      --         --          --        --        164
   Interest                       --       --     --         --        --         --         --           1        83         84
                              ---------------------------------------------------------------------------------------------------
 Income (Loss) from
    Continuing Operations
     before Income Taxes         654        3    188         34       (96)       (78)       156         220      (562)       519
                              ========================================================================================
 Less: Provision for
   Income Taxes (7)                                                                                                          114
 Less: Non Controlling
   Interest                                                                                                                    5
 Add: Net Income from
   Discontinued Operations                                                                                                   452
                                                                                                                         --------
 Net Income                                                                                                                  852
                                                                                                                         ========

 Identifiable Assets             670    2,103  1,362      4,684       239      3,123(8)   1,067         491       256     13,995
                              ===================================================================================================

 Capital Expenditures
   Development and Other         184      651     95        423        10         14        149           9        10      1,545
   Exploration                    27       53    178         51        48         --         --          --        --        357
   Proved Property
   Acquisitions                   --       17      3          1        --         --         --          --        --         21
                              ---------------------------------------------------------------------------------------------------
                                 211      721    276        475        58         14        149           9        10      1,923
                              ===================================================================================================

 Property, Plant and Equipment
   Cost                        2,174    3,254  2,308      3,838       252        168      1,179         821        232    14,226
   Less: Accumulated DD&A      1,737    1,279  1,106        120       116         69        168         447        116     5,158
                              ---------------------------------------------------------------------------------------------------
 Net Book Value                  437    1,975  1,202      3,718       136         99      1,011         374        116     9,068
                              ===================================================================================================

Notes:
(1)  Syncrude  is  considered  a mining  operation  for US  reporting  purposes.
     Property, plant and equipment at September 30, 2005 includes mineral rights
     of $6 million.

(2)  Includes  results of operations  from  producing  activities in Nigeria and
     Colombia.

(3)  Includes  interest  income of $22  million,  foreign  exchange  gains of $1
     million,  decrease  in the  fair  value of crude  oil put  options  of $184
     million and decrease in the fair value of foreign  currency call options of
     $6 million.

(4)  Includes  impairment  charge of $12  million  related to the closure of our
     sodium chlorate plant in Amherstburg, Ontario.

(5)  Includes stock based compensation expense of $450 million.

(6)  Includes  exploration   activities  primarily  in  Nigeria,   Colombia  and
     Equatorial Guinea.

(7)  Includes Yemen cash taxes of $222 million.

(8)  Approximately   80%  of  marketing's   identifiable   assets  are  accounts
     receivable and inventories.

                                       29




THREE MONTHS ENDED SEPTEMBER 30, 2004
                                                                                                              CORPORATE
                                                                                                                    AND
 (CDN$ MILLIONS)                                        OIL AND GAS                    SYNCRUDE(1)  CHEMICALS     OTHER    TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
                                                        UNITED      OTHER
                                     YEMEN   CANADA     STATES  COUNTRIES(2) MARKETING
                                  ----------------------------------------------------
                                                                                                 
 Net Sales                             247      101        219      19           4          90           98         --       778
 Marketing and Other                     1        4          3      --         144          --            1         (6)(3)   147
                                  -------------------------------------------------------------------------------------------------
 Total Revenues                        248      105        222      19         148          90           99         (6)      925
 Less: Expenses
  Operating                             27       29         39       3           4          31           62         --       195
   Depreciation, Depletion,
    Amortization and
     Impairment                         39       32         68       5           3           4            9          4       164
  Transportation and Other              --        4         --      --         106           3            9         --       122
  General and Administrative            --        6          4      10          13          --            8         16        57
  Exploration                            1        4         38      11 (4)      --          --           --         --        54
  Interest                              --       --         --      --          --          --           --         35        35
                                  -------------------------------------------------------------------------------------------------
 Income (Loss) from
    Continuing Operations before
     Income Taxes                      181       30         73     (10)         22          52           11        (61)      298
                                  ======================================================================================
 Less: Provision for Income
 Taxes (5)                                                                                                                    98
 Add: Net Income from
  Discontinued Operations                                                                                                     20
                                                                                                                         ----------
 Net Income                                                                                                                  220
                                                                                                                         ==========
 Identifiable Assets                   619    1,793      1,652     254       1,666 (6)     857          497        785     8,123
                                  =================================================================================================

 Capital Expenditures
  Development and Other                 71      120         40      29           1          57           25          7       350
  Exploration                            4        7         17       2          --          --           --         --        30
                                  -------------------------------------------------------------------------------------------------
                                        75      127         57      31           1          57           25          7       380
                                  =================================================================================================

 Property, Plant and Equipment
  Cost                               2,032    2,382      2,304     362         155         972          814        188     9,209
  Less: Accumulated DD&A             1,581    1,169      1,027     225          61         152          404         86     4,705
                                  -------------------------------------------------------------------------------------------------
 Net Book Value                        451    1,213      1,277     137          94         820          410        102     4,504(7)
                                  =================================================================================================

Notes:
(1)  Syncrude  is  considered  a mining  operation  for US  reporting  purposes.
     Property, plant and equipment at September 30, 2004 includes mineral rights
     of $6 million.

(2)  Includes  results of operations  from  producing  activities in Nigeria and
     Colombia.

(3)  Includes  interest  income of $3 million and foreign  exchange losses of $9
     million.

(4)  Includes exploration activities primarily in Nigeria and Colombia.

(5)  Includes Yemen cash taxes of $65 million.

(6)  Approximately   84%  of  marketing's   identifiable   assets  are  accounts
     receivable and inventories.

(7)  Excludes  property,   plant  and  equipment  related  to  our  discontinued
     operations. See Note 15.

                                       30




NINE MONTHS ENDED SEPTEMBER 30, 2004
                                                                                                              CORPORATE
                                                                                                                    AND
 (CDN$ MILLIONS)                                        OIL AND GAS                    SYNCRUDE(1)  CHEMICALS     OTHER    TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
                                                        UNITED      OTHER
                                     YEMEN   CANADA     STATES  COUNTRIES(2) MARKETING
                                  ----------------------------------------------------
                                                                                                 
 Net Sales                             679      290        581      53          10         243          283         --     2,139
 Marketing and Other                     3        6         10      --         403          --            3         14(3)    439
                                  -------------------------------------------------------------------------------------------------
 Total Revenues                        682      296        591      53         413         243          286         14     2,578
 Less: Expenses
  Operating                             80       87         81       6          12          90          178         --       534
   Depreciation, Depletion,
    Amortization and
     Impairment                        123       96        185      14           8          13           28         13       480
  Transportation and Other               2       10         --      --         338           8           28         14       400
  General and Administrative (4)         2       41         28      39          38          --           25         74       247
  Exploration                            2       12         53      40(5)       --          --           --         --       107
  Interest                              --       --         --      --          --          --           --        118       118
                                  -------------------------------------------------------------------------------------------------
 Income (Loss) from
    Continuing Operations before
     Income Taxes                      473       50        244     (46)         17         132           27       (205)      692
                                  =====================================================================================
 Less: Provision for Income                                                                                                  208
   Taxes (6)
 Add: Net Income from
  Discontinued Operations                                                                                                     63
                                                                                                                         ----------
 Net Income                                                                                                                  547
                                                                                                                         ==========

 Identifiable Assets                   619    1,793      1,652     254       1,666(7)      857          497        785     8,123
                                  =================================================================================================

 Capital Expenditures
  Development and Other                176      307        199      44           3         155           47         19       950
  Exploration                            5       14         57      20          --          --           --         --        96
                                  -------------------------------------------------------------------------------------------------
                                       181      321        256      64           3         155           47         19     1,046

 Property, Plant and Equipment
  Cost                               2,032    2,382      2,304     362         155         972          814        188     9,209
  Less: Accumulated DD&A             1,581    1,169      1,027     225          61         152          404         86     4,705
                                  -------------------------------------------------------------------------------------------------
 Net Book Value                        451    1,213      1,277     137          94         820          410        102     4,504(8)
                                  =================================================================================================

Notes:

(1)  Syncrude  is  considered  a mining  operation  for US  reporting  purposes.
     Property, plant and equipment at September 30, 2004 includes mineral rights
     of $6 million.
(2)  Includes  results of operations  from  producing  activities in Nigeria and
     Colombia.
(3)  Includes  interest  income of $8 million and foreign  exchange  gains of $6
     million.
(4)  Includes a one-time  charge of $82 million  related to the  modification of
     our stock option plan.
(5)  Includes  exploration   activities  primarily  in  Nigeria,   Colombia  and
     Equatorial Guinea.
(6)  Includes Yemen cash taxes of $168 million.
(7)  Approximately   84%  of  marketing's   identifiable   assets  are  accounts
     receivable and inventories.
(8)  Excludes  property,   plant  and  equipment  related  to  our  discontinued
     operations. See Note 15.

                                       31


19.      DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING
         PRINCIPLES

The Unaudited Consolidated Financial Statements have been prepared in accordance
with Canadian GAAP. The US GAAP Unaudited  Consolidated  Statement of Income and
Balance Sheet and summaries of differences from Canadian GAAP are as follows:



(a)  UNAUDITED CONSOLIDATED STATEMENT OF INCOME - US GAAP FOR THE THREE AND NINE
     MONTHS ENDED SEPTEMBER 30
                                                                             THREE MONTHS               NINE MONTHS
                                                                          ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
(CDN$ MILLIONS, EXCEPT PER SHARE AMOUNTS)                                   2005        2004         2005         2004
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                     
REVENUES
    Net Sales                                                              1,094         778        2,859        2,139
    Marketing and Other (ii); (viii)                                          16         146          335          445
    Gain on Dilution of Interest in Chemicals Business                       193          --          193           --
                                                                        -----------------------------------------------
                                                                           1,303         924        3,387        2,584
                                                                        -----------------------------------------------
EXPENSES
    Operating (iv)                                                           222         196          655          539
    Depreciation, Depletion, Amortization and Impairment (i)                 265         175          777          508
    Transportation and Other                                                 201         122          583          398
    General and Administrative                                               342          57          647          211
    Exploration                                                               32          54          164          107
    Interest                                                                  19          35           84          118
                                                                        -----------------------------------------------
                                                                           1,081         639        2,910        1,881
                                                                        -----------------------------------------------

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                        222         285          477          703
                                                                        -----------------------------------------------

PROVISION FOR INCOME TAXES
    Current                                                                   95          73          255          189
    Deferred (ii); (iv)                                                      (74)         24         (145)          19
                                                                        -----------------------------------------------
                                                                              21          97          110          208
                                                                        -----------------------------------------------

NET INCOME FROM CONTINUING OPERATIONS
  BEFORE NON-CONTROLLING INTERESTS                                           201         188          367          495

NET INCOME ATTRIBUTABLE TO NON CONTROLLING INTERESTS                           5          --            5           --
                                                                        -----------------------------------------------

NET INCOME FROM CONTINUING OPERATIONS                                        196         188          362          495
    Net Income from Discontinued Operations                                  404          20          452           59
                                                                        -----------------------------------------------

NET INCOME-- US GAAP (1)                                                     600         208          814          554
                                                                        ===============================================

EARNINGS PER COMMON SHARE ($/share)
    Basic (Note 12)
      Net Income from Continuing Operations                                 0.75        0.73         1.39         1.93
      Net Income from Discontinued Operations                               1.55        0.08         1.74         0.23
                                                                        ----------------------------------------------
                                                                            2.30        0.81         3.13         2.16
                                                                        ===============================================
    Diluted (Note 12)
      Net Income from Continuing Operations                                 0.74        0.72         1.36         1.90
      Net Income from Discontinued Operations                               1.51        0.08         1.70         0.23
                                                                        ----------------------------------------------
                                                                            2.25        0.80         3.06         2.13
                                                                        ===============================================

NOTE:
(1)   RECONCILIATION OF CANADIAN AND US GAAP NET INCOME                       THREE MONTHS              NINE MONTHS
                                                                          ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
      (CDN$ MILLIONS)                                                       2005        2004         2005         2004
- -----------------------------------------------------------------------------------------------------------------------
      Net Income-- Canadian GAAP                                             615         220          852          547
      Impact of US Principles, Net of Income Taxes:
        Depreciation, Depletion, Amortization and Impairment (1) (i)          (9)        (11)         (29)         (32)
        Ineffective Portion of Cash Flow Hedges (ii)                          (5)         --           (5)          --
        Fair Value of Preferred Securities (viii)                             --          --           --            4
        Stock Based Compensation Included in Retained Earnings                --          --           --           36
        Other (ii); (iv)                                                      (1)         (1)          (4)          (1)
                                                                        -----------------------------------------------
      Net Income-- US GAAP                                                   600         208          814          554
                                                                        ===============================================
   Note:
   (1)  Includes depreciation, depletion, amortization and impairment related to discontinued operations.


                                       32




(b)      UNAUDITED CONSOLIDATED BALANCE SHEET - US GAAP
                                                                                         SEPTEMBER 30      DECEMBER 31
(CDN$ MILLIONS, EXCEPT SHARE AMOUNTS)                                                            2005             2004
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                          
ASSETS
    CURRENT ASSETS
      Cash and Cash Equivalents                                                                  200                73
      Margin Deposits                                                                            202                --
      Accounts Receivable (ii)                                                                 2,828             2,106
      Inventories and Supplies                                                                   514               351
      Assets of Discontinued Operations                                                           --                38
      Other                                                                                       56                41
                                                                                       --------------------------------
        Total Current Assets                                                                   3,800             2,609
                                                                                       --------------------------------

    PROPERTY, PLANT AND EQUIPMENT
      Net of Accumulated Depreciation, Depletion, Amortization and
         Impairment of $5,551 (December 31, 2004 - $5,290) (i); (iv); (vii)                    9,029             8,189
    GOODWILL                                                                                     366               375
    DEFERRED INCOME TAX ASSETS                                                                   395               333
    DEFERRED CHARGES AND OTHER ASSETS (v)                                                        309               384
    ASSETS OF DISCONTINUED OPERATIONS                                                             --               449
                                                                                       --------------------------------

                                                                                              13,899            12,339
                                                                                       ================================
LIABILITIES AND SHAREHOLDERS' EQUITY
    CURRENT LIABILITIES
      Short-Term Borrowings                                                                       --               100
      Accounts Payable and Accrued Liabilities (ii)                                            3,784             2,377
      Accrued Interest Payable                                                                    39                34
      Dividends Payable                                                                           13                13
      Liabilities of Discontinued Operations                                                      --                39
                                                                                       --------------------------------
        Total Current Liabilities                                                              3,836             2,563
                                                                                       --------------------------------

    LONG-TERM DEBT (v)                                                                         3,613             4,214
    DEFERRED INCOME TAX LIABILITIES (i) - (ix)                                                 1,828             1,993
    ASSET RETIREMENT OBLIGATIONS                                                                 437               399
    DEFERRED CREDITS AND LIABILITIES (vi)                                                        500               148
    LIABILITIES OF DISCONTINUED OPERATIONS                                                        --               130
    NON CONTROLLING INTERESTS                                                                     91                --
    SHAREHOLDERS' EQUITY
      Common Shares, no par value
        Authorized:   Unlimited
        Outstanding:  2005   - 260,879,092 shares
                      2004   - 258,399,166 shares                                                719               637
      Contributed Surplus                                                                          1                --
      Retained Earnings (i); (ii); (iv); (vii); (viii)                                          3,135            2,360
      Accumulated Other Comprehensive Income (ii); (iii); (vi)                                   (261)            (105)
                                                                                       --------------------------------
          Total Shareholders' Equity                                                           3,594             2,892
                                                                                       --------------------------------

    COMMITMENTS, CONTINGENCIES AND GUARANTEES
                                                                                              13,899            12,339
                                                                                       ================================




(c)  UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - US GAAP
     FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30

                                                                              THREE MONTHS             NINE MONTHS
                                                                          ENDED SEPTEMBER 30        ENDED SEPTEMBER 30
(CDN$ MILLIONS)                                                             2005        2004          2005        2004
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                       
Net Income - US GAAP                                                         600         208           814         554
Other Comprehensive Income, Net of Income Taxes:
    Translation Adjustment (iii)                                            (101)        (49)          (78)        (35)
    Unrealized Mark-to-Market Loss (ii)                                      (71)        (18)          (78)        (12)
                                                                    ---------------------------------------------------
Comprehensive Income                                                         428         141           658         507
                                                                    ===================================================


                                       33


NOTES:

i.       Under US GAAP, the liability  method of accounting for income taxes was
         adopted in 1993. In Canada,  the liability  method was adopted in 2000.
         In 1997, we acquired certain oil and gas assets and the amount paid for
         these assets differed from the tax basis acquired.  Under US GAAP, this
         difference was recorded as a deferred tax liability with an increase to
         property,  plant  and  equipment  rather  than  a  charge  to  retained
         earnings. As a result:

         o    additional depreciation, depletion, amortization and impairment of
              $9 million and $29  million  for the three and nine  months  ended
              September  30,  2005,  respectively  (2004 - $11  million  and $32
              million, respectively) was included in net income; and

         o    property,  plant and equipment is higher under US GAAP at December
              31, 2004 by $23 million.

ii.      Under US GAAP, all derivative instruments are recognized on the balance
         sheet as either an asset or a liability measured at fair value. Changes
         in the fair value of  derivatives  are  recognized  in earnings  unless
         specific hedge criteria are met.

         CASH FLOW HEDGES

         Changes in the fair value of  derivatives  that are  designated as cash
         flow hedges are recognized in earnings in the same period as the hedged
         item.  Any fair value  change in a  derivative  before  that  period is
         recognized on the balance sheet.  The effective  portion of that change
         is recognized in other  comprehensive  income with any  ineffectiveness
         recognized in net income.

         FUTURE  SALE OF GAS  INVENTORY:  Included  in  accounts  receivable  at
         December  31, 2004,  were $6 million of gains on the futures  contracts
         and swaps we used to hedge the commodity  price risk on the future sale
         of  our  gas  inventory  as  described  in  Note  10.  These  contracts
         effectively  lock-in  profits on our stored  gas  volumes.  Gains of $6
         million ($4  million,  net of income  taxes)  related to the  effective
         portion and deferred in accumulated other  comprehensive  income (AOCI)
         at December 31, 2004, were recognized in marketing and other during the
         first quarter of 2005.

         At September  30, 2005,  losses of $121  million ($79  million,  net of
         income  taxes)  were  included in  accounts  payable and the  effective
         portion of $113 million ($74 million, net of income taxes) was deferred
         in AOCI until the  underlying gas inventory is sold. The losses will be
         reclassified  to  marketing  and other as they  settle over the next 12
         months.  The  ineffective  portion  of the  losses  of $8  million  ($5
         million,  net of income taxes) was  recognized in net income during the
         quarter.

         FAIR VALUE HEDGES

         Both  the  derivative  instrument  and the  underlying  commitment  are
         recognized on the balance sheet at their fair value. The change in fair
         value of both are  reflected in earnings.  At September 30, 2005 and at
         December 31, 2004, we had no fair value hedges in place.

iii.     Under US GAAP,  exchange gains and losses arising from the  translation
         of  our  net  investment  in  self-sustaining  foreign  operations  are
         included in  comprehensive  income.  Additionally,  exchange  gains and
         losses,  net of income  taxes,  from the  translation  of our US-dollar
         long-term debt  designated as a hedge of our foreign net investment are
         included in comprehensive  income.  Cumulative  amounts are included in
         AOCI in the Unaudited Consolidated Balance Sheet - US GAAP.

iv.      Under  Canadian  GAAP,  we  defer  certain  development  costs  and all
         pre-operating  revenues  and costs to  property,  plant and  equipment.
         Under US GAAP, these costs have been included in operating expenses. As
         a result:

         o    operating expenses include  pre-operating  costs of $1 million and
              $5 million for the three and nine months ended September 30, 2005,
              respectively  ($1  million and $4  million,  respectively,  net of
              income taxes) (2004 - $1 million and $5 million,  respectively ($1
              million and $3 million, respectively, net of taxes)); and

         o    property,  plant  and  equipment  is  lower  under  US GAAP by $20
              million (December 31, 2004 - $15 million).

v.       Under  US  GAAP,  discounts  on  long-term  debt  are  classified  as a
         reduction of long-term  debt rather than as deferred  charges and other
         assets. Discounts of $57 million (December 31, 2004 - $45 million) have
         been included in long-term debt.

vi.      Under US GAAP,  the amount by which our  accrued  pension  cost is less
         than the unfunded  accumulated  benefit  obligation is included in AOCI
         and  accrued  pension  liabilities.  This  amount  was $6  million  ($4
         million,  net of income taxes) at September 30, 2005 (December 31, 2004
         - $6 million ($4 million, net of income taxes)).

                                       34


vii.     On January 1, 2003 we adopted FASB  Statement No. 143,  ACCOUNTING  FOR
         ASSET RETIREMENT  OBLIGATIONS (FAS 143) for US GAAP reporting purposes.
         We  adopted  the  equivalent  Canadian  standard  for asset  retirement
         obligations on January 1, 2004.  These standards are consistent  except
         for the  adoption  date  which  resulted  in our  property,  plant  and
         equipment under US GAAP being lower by $19 million.

viii.    In May 2003,  FASB issued  Statement  No. 150,  ACCOUNTING  FOR CERTAIN
         INSTRUMENTS  WITH  CHARACTERISTICS  OF BOTH LIABILITIES AND EQUITY that
         requires  certain  financial   instruments,   including  our  preferred
         securities,  to be valued at fair  value  with  changes  in fair  value
         recognized through net income.



         (Cdn$ millions)                                                         GAIN      TAX    NET GAIN
         --------------------------------------------------------------------------------------------------
                                                                                             
         Fair value change from January 1, 2004 to February 9, 2004 (1), (2)        4       --           4
                                                                                ---------------------------

         Notes:
         (1)  Included in marketing and other.
         (2)  Redemption date of preferred securities.

NEW ACCOUNTING PRONOUNCEMENTS

In November  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement 151,  INVENTORY  COSTS.  This  statement  amends  Accounting  Research
Bulletin 43 to clarify that:

o    abnormal  amounts of idle facility  expense,  freight,  handling  costs and
     wasted material (spoilage) should be recognized as current-period  charges;
     and

o    requires the allocation of fixed production  overhead to inventory based on
     the normal capacity of the production facilities.

The  provisions of this  statement are  effective for inventory  costs  incurred
during fiscal years beginning after June 15, 2005. We do not expect the adoption
of this statement will have any material  impact on our results of operations or
financial position.

In December 2004, the FASB issued Statement 123(R),  SHARE-BASED PAYMENTS.  This
statement revises Statement 123,  ACCOUNTING FOR STOCK-BASED  COMPENSATION,  and
supersedes APB Opinion 25,  ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES.  Statement
123(R)  requires all  stock-based  awards  issued to employees to be measured at
fair  value and to be  expensed  in the  income  statement.  This  statement  is
effective for fiscal years beginning after June 15, 2005.

We are currently expensing stock-based awards issued to employees using the fair
value  method for equity  based awards and the  intrinsic  method for  liability
based  awards.  Adoption of this  standard will change our expense under US GAAP
for  tandem  options  and  stock  appreciation  rights as these  awards  will be
measured  using the fair value method rather than the intrinsic  method.  We are
currently  evaluating  the  provisions  of  Statement  123(R)  and  have not yet
determined the full impact this statement will have on our results of operations
or financial position under US GAAP.

In December  2004,  the FASB issued  Statement  153,  EXCHANGES  OF  NONMONETARY
ASSETS, an amendment of APB Opinion 29, ACCOUNTING FOR NONMONETARY TRANSACTIONS.
This  amendment  eliminates the exception for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Under Statement 153,
if   a   nonmonetary   exchange   of   similar   productive   assets   meets   a
commercial-substance  test and fair value is determinable,  the transaction must
be accounted for at fair value resulting in the recognition of any gain or loss.
This statement is effective for nonmonetary  transactions in fiscal periods that
begin after June 15, 2005. We do not expect the adoption of this  statement will
have any material impact on our results of operations or financial position.


                                       35


In March 2005,  the FASB issued  Financial  Interpretation  47,  ACCOUNTING  FOR
CONDITIONAL  ASSET  RETIREMENT  OBLIGATIONS  (FIN 47). FIN 47 clarifies that the
term conditional asset retirement  obligation as used in FASB Statement No. 143,
ACCOUNTING FOR ASSET  RETIREMENT  OBLIGATIONS,  refers to a legal  obligation to
perform an asset  retirement  activity  in which the  timing and (or)  method of
settlement  are  conditional on a future event that may or may not be within the
control of the entity.  The obligation to perform the asset retirement  activity
is unconditional even though uncertainty exists about the timing and (or) method
of settlement. Thus, the timing and (or) method of settlement may be conditional
on a future event.  Accordingly,  an entity is required to recognize a liability
for the fair value of a  conditional  asset  retirement  obligation  if the fair
value of the liability can be reasonably  estimated.  FIN 47 also clarifies when
an entity would have  sufficient  information  to  reasonably  estimate the fair
value of an asset retirement  obligation.  FIN 47 is effective no later than the
end of fiscal  years  ending  after  December  15,  2005.  We do not  expect the
adoption  of this  statement  will  have a  material  impact on our  results  of
operations or financial position.

In March 2005,  the  Emerging  Issues Task Force  (EITF)  reached a consensus on
Issue No. 04-6, ACCOUNTING FOR STRIPPING COSTS INCURRED DURING PRODUCTION IN THE
MINING  INDUSTRY.  In the mining  industry,  companies may be required to remove
overburden and other mine waste materials to access mineral  deposits.  The EITF
concluded  that the costs of  removing  overburden  and waste  materials,  often
referred to as "stripping costs", incurred during the production phase of a mine
are  variable  production  costs  that  should be  included  in the costs of the
inventory  produced  during the period that the  stripping  costs are  incurred.
Issue No.  04-6 is  effective  for the first  reporting  period in fiscal  years
beginning  after  December 15, 2005,  with early adoption  permitted.  We do not
expect the adoption of this statement will have a material impact on our results
of operations or financial position.

In June 2005,  the FASB  issued  Statement  154,  ACCOUNTING  CHANGES  AND ERROR
CORRECTIONS  which  replaces APB Opinion 20 and FASB  Statement 3. Statement 154
changes  the  requirements  for the  accounting  and  reporting  of a change  in
accounting principle. Opinion 20 previously required that most voluntary changes
in accounting  principle be recognized by including the cumulative effect of the
new  accounting  principle in net income of the period of the change.  Statement
154 now requires retrospective application of changes in accounting principle to
prior  period  financial  statements,  unless it is  impracticable  to determine
either the  period-specific  effects or the cumulative effect of the change. The
Statement is effective for fiscal years beginning after December 15, 2005. We do
not expect the  adoption of this  statement  will have a material  impact on our
results of operations or financial position.



                                       36