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: February 2010 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 x

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 x

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:	By:
February 5, 2010		“Shawn Poirier”
		Shawn Poirier Assistant Corporate Secretary

2

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press Release Dated February 4, 2010, Suncor Energy Declares Dividend

3

EX-99.1

EXHIBIT 99.1

Press Release Dated February 4, 2010

Suncor Energy Declares Dividend

News Release

FOR IMMEDIATE RELEASE

Suncor Energy declares dividend

(All financial figures are in Canadian dollars.)

Calgary, Alberta (February 4, 2010) — Suncor Energy Inc.’s Board of Directors has approved a quarterly dividend of $0.10 per share on its common shares, payable March 25, 2010 to shareholders of record at the close of business on March 5, 2010.

Suncor Energy Inc. is Canada’s premier integrated energy company. Suncor’s operations include oil sands development and upgrading, conventional and offshore oil and gas production, petroleum refining, and product marketing under the Petro-Canada brand — a proud National Partner to the Vancouver 2010 Olympic and Paralympic Winter Games. While working to responsibly develop petroleum resources, Suncor is also developing a growing renewable energy portfolio. Suncor’s common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.

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For more information about Suncor Energy Inc. please visit our web site at www.suncor.com

For more information:
Investor inquiries:	Helen Kelly 403-693-2048
Media inquiries:	Dany Laferriere 403-269-8760

Suncor Energy Inc.

P.O. Box 38, 112 4 Avenue S.W., Calgary, Alberta T2P 2V5

Website: www.suncor.com