6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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, 2007

Commission File Number:  000-12049

SHELL CANADA LIMITED 

(Translation of registrant's name into English)

400  - 4th Avenue S.W.,

 Calgary, Alberta, Canada T2P 0J4

(Address of principal executive offices)

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

    Form 20-F o         Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

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

    Yes o        No þ

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-____________.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index to this Form 6-K.

 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.

		SHELL CANADA LIMITED
		(Registrant)
February 9, 2007
	By:	/s/ Shannon L. Cosmescu
		Name:  Shannon L. Cosmescu
		Title:    Assistant Secretary

Form 6-K Exhibit Index

Exhibit 99.1 News Release dated February 9, 2007 - Shell  Canada Files Directors' Circular Relating to Royal Dutch Shell Bid

EX-99.1

FOR IMMEDIATE RELEASE FRIDAY, FEBRUARY 9, 2007

Shell Canada Files Directors’ Circular Relating to Royal Dutch Shell Bid

Calgary, Alberta - Shell Canada Limited announced today that it has filed its Directors’ Circular relating to the Offer by Shell Investments Limited, a wholly-owned indirect subsidiary of Royal Dutch Shell plc (RDS), to purchase all of the common shares of Shell Canada Limited not already held by Shell Investments Limited or its affiliates. The Directors’ Circular has been filed with securities regulators in Canada and the United States concurrently with the filing of the offering circular and related documents by RDS.

The offer documents and Directors’ Circular are available under Shell Canada’s profile on www.sedar.com and www.sec.gov.

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Investor Inquiries: Ken Lawrence Investor Relations (403) 691-2175 Media Inquiries: Janet Rowley Public Affairs (403) 691-3899