COMMERCE COURT WEST | SUITE 4405, P.O. BOX 247 | TORONTO | ONTARIO | M5L 1E8

WWW.SHEARMAN.COM | T +1.416.360.8484 | F +1.416.360.2958

December 17, 2010

BY EDGAR

H. Roger Schwall
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C., 20549-4628

Re:

Suncor Energy Inc.

Form 40-F for Fiscal Year Ended December 31, 2009

Filed March 5, 2010

Response Letter dated September 28, 2010

File No. 1-12384

Dear Mr. Schwall:

On behalf of our client, Suncor Energy Inc. (the “Company”), we hereby acknowledge receipt of the comment letter, dated December 14, 2010 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission concerning the above captioned Form 40-F. As discussed with Parker Morrill of the Staff, because of the holiday season the Company intends to file its response to the Comment Letter on January 14, 2011.

Should you have any questions or comments regarding this letter, please contact me at 416-360-5134.

Very truly yours,

/s/ Adam M. Givertz

Adam M. Givertz

cc: Parker Morrill

Securities and Exchange Commission

Shawn Poirier (by email)

Suncor Energy Inc.

SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS. COUNTRY OF PRIMARY QUALIFICATION: UNITED STATES OF AMERICA NOT QUALIFIED TO PRACTICE ONTARIO LAW.