6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934

For the month of:  December 2003 Commission File Number:  1-12384

SUNCOR ENERGY INC.

(Name of registrant)

112 Fourth Avenue S.W.
P.O. Box 38
Calgary, Alberta
Canada, T2P 2V5

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

Form 20-F o Form 40-F ý

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

Yes o No ý

If “Yes” is marked, indicate the number assigned to the registrant in connection with Rule 12g3-2(b):

N/A

SIGNATURES

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

	SUNCOR ENERGY INC.
Date:  December 3, 2003	By:
	“JANICE B. ODEGAARD”
	JANICE B. ODEGAARD
	Vice President, Associate General Counsel and Corporate Secretary

2

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	Material Change Report, dated December 3, 2003.

3

EX-1

EXHIBIT 1

Material Change Report, dated December 3, 2003

MATERIAL CHANGE REPORT

ITEM 1	REPORTING ISSUER
	Suncor Energy Inc. 112 Fourth Avenue S.W. Box 38 Calgary, Alberta T2P 2V5
ITEM 2	DATE OF MATERIAL CHANGE
	November 24, 2003
ITEM 3	PRESS RELEASE
	A Press Release with respect to the material change was issued by Suncor Energy Inc. on November 24, 2003.
ITEM 4	SUMMARY OF MATERIAL CHANGE
	(All dollar amounts are expressed in Canadian dollars)
	Suncor Energy Inc. (“Suncor”) announced on November 24, 2003 that it intends to redeem all of its 9.05% and 9.125% preferred securities in March 2004, using a portion of the net proceeds received from the sale of US $500 million principal amount of 5.95% senior unsecured notes due December 1, 2034.
ITEM 5	FULL DESCRIPTION OF MATERIAL CHANGE
	Suncor announced on November 24, 2003 that it intends to redeem all of its 9.05% and 9.125% preferred securities in March 2004, using a portion of the net proceeds received from the sale of US $500 million principal amount of 5.95% senior unsecured notes due December 1, 2034.
	Suncor intends to redeem for cash all of its outstanding junior subordinated debentures bearing interest at a rate of 9.05% per year, issued for an aggregate of $276 million, and its outstanding junior subordinated debentures bearing interest at a rate of 9.125% per year issued for an aggregate of US $162.5 million (together the “Preferred Securities”), as soon as practicably possible on or after March 15, 2004, at a redemption price equal to 100% of the principal amount of the Preferred Securities to be redeemed plus accrued and unpaid interest thereon to the date of such redemption.
ITEM 6	RELIANCE ON CONFIDENTIALITY SECTION OF THE ACT
	Not applicable
ITEM 7	OMITTED INFORMATION
	Not Applicable

ITEM 8	FURTHER INFORMATION
	For further information relating to the foregoing, contact Rob Froese, Treasurer, at 403-269-8750.
ITEM 9	STATEMENT OF SENIOR OFFICER
	The foregoing accurately discloses the material change referred to herein.

DATED at Calgary, Alberta, this 3rd day of December, 2003.

“ROBERT FROESE”

Robert Froese

Treasurer