UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3/A

(AMENDMENT NO. 2)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934

Shell Canada Limited

(Name of the Issuer)

Royal Dutch Shell plc
Shell Investments Limited
Shell Canada Limited

(Name of Person(s) Filing Statement)

Common Shares

(Title of Class of Securities)

822567103

(CUSIP Number of Class of Securities)

Michiel Brandjes
Company Secretary
Royal Dutch Shell plc
30, Carel van Bylandtaan
2596 HR The Hague
The Netherlands
+31 70 377 9111

(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)

Copy to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR
United Kingdom
+44 207 453 1000

This statement is filed in connection with (check the appropriate box):

o The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Act”).

o The filing of a registration statement under the Securities Act of 1933.

þ A tender offer.

o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

     Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee
Transaction Valuation	Amount of Filing Fee
$1,438,719,986*	$287,744**

*

For purposes of determining the filing fee pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value of the Shell Canada common shares to be received by Royal Dutch Shell plc, assuming acceptance of the Offer by all holders of Shell Canada Limited common shares and options in the United States, is calculated as follows: multiplying (x) 38,016,118, the number of shares of Shell Canada Limited held by shareholders in the U.S. or subject to options held by persons in the U.S., by (y) CAD $45.00, the price to be paid for the shares held by such shareholders, and (z) applying an exchange rate of $0.8410 USD$/CAD$, the Federal Reserve Bank of New York’s noon buying rate for Canadian dollars on February 6, 2007.

**

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, is equal to 0.02% of the value of the transaction.

     Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $287,744
Form or registration no.: Schedule 13E-3, File No. 005-50218
Filing Party: Royal Dutch Shell plc
Date Filed: February 8, 2007

     This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (“Amendment No. 2”) amends and supplements the Schedule 13E-3 and Amendment No. 1 to the Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) by Royal Dutch Shell plc, a public company limited by shares incorporated in England and Wales (“Royal Dutch Shell”) and Shell Investments Limited, a company organized under the laws of Canada (“Shell Investments”) with respect to the common shares (the “Common Shares”) of Shell Canada Limited, a company organized under the laws of Canada (“Shell Canada”) on February 8, 2007 and March 5, 2007, respectively, (as it may be further amended or supplemented from time to time, the “Schedule 13E-3”).

     The purpose of this Amendment No. 2 is to advise shareholders (i) that, as of the initial expiry time of the Offer on March 16, 2007, all of the conditions to the Offer had been met, including the minimum tender conditions to the Offer, (ii) on March 16, 2007 Shell Investments and Royal Dutch Shell provided notice to the Depositary to take up and pay for the Common Shares deposited to the Offer as of 8:00 P.M. on March 16, 2007 and arranged for the Depositary to pay for such Common Shares on or before Wednesday March 21, 2007 and (iii) of the extension by Shell Investments and Royal Dutch Shell of the offer to purchase Shell Canada Common Shares until 8:00 PM (Toronto time) on March 30, 2007 and to include as Exhibit (a)(1)(E) a notice of extension document (the “Notice of Extension”) that will be provided to all Shell Canada shareholders and as Exhibit (a)(5) the press release issued by Royal Dutch Shell in connection with the above.

     Capitalized terms used herein but not defined in this Schedule 13E-3 shall have the meanings given to them in the Offer and Circular and the Directors’ Circular attached as Exhibits (a)(3)(A) and (B) to the Schedule 13E-3.

     Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Notice of Extension is hereby expressly incorporated herein by reference in response to items 1 through 15 of the Schedule 13E-3 and is supplemented by the information specifically provided for herein.

Item 4. Terms of the Transaction. (Regulation M-A Item 1004).

     Item 4(a) of the Schedule 13E-3 is hereby supplemented by adding the following:

     The information set forth in the sections of the Notice of Extension entitled “Recent Developments”, “Extension of Offer”, “Time for Acceptance”, “Manner of Acceptance”, “Take Up of and Payment for Deposited Common Shares”, “Withdrawal of Deposited Common Shares”, “Variations to the Offer and Circular”, “Conditions Satisfied”, “Directors’ Approval” and “Offerees’ Statutory Rights” is incorporated herein by reference.

Item 16. Exhibits. (Regulation M-A Item 1016).

     Item 16 of the Schedule 13E-3 is hereby supplemented by adding the following exhibit as attached to this Amendment No. 2:

Exhibit No.	Description
(a)(1)(E)	Notice of Extension, dated March 16, 2007.
(a)(5)	Press release of Royal Dutch Shell plc dated March 17, 2007, entitled “Royal Dutch Shell plc updates an offer for the minority shares of Shell Canada Limited”.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 19, 2007	ROYAL DUTCH SHELL PLC
	By:	/s/ Michiel Brandjes
	Name:	Michiel Brandjes
	Title:	Secretary
	SHELL INVESTMENTS LIMITED
	By:	/s/ Arnold MacBurnie
	Name:	Arnold MacBurnie
	Title:	Chief Executive Officer
	SHELL CANADA LIMITED
	By: Name:	/s/ Clive Mather Clive Mather
	Title:	President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
Exhibit (a)(1)(E)	Notice of Extension, dated March 16, 2007.
Exhibit (a)(5)	Press release of Royal Dutch Shell plc dated March 17, 2007, entitled “Royal Dutch Shell plc updates an offer for the minority shares of Shell Canada Limited”.