6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

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

For: December 12, 2002

ALBERTA ENERGY COMPANY LTD.

(Translation of registrant’s name into English)

1800, 855 2nd Street S.W. PO Box 2850

Calgary, Alberta, Canada T2P 2S5

(Address of principal executive office)

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: 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 Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

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

TABLE OF CONTENTS

Exhibit 1

Form 6-K Exhibit Index

Exhibit No.
1.	Alberta Energy Company Ltd. Material Change Report dated December 12, 2002, filed with the Toronto Stock Exchange and the securities commission or similar regulatory authority in the Canadian Provinces and Territories on December 12, 2002.

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.

	ALBERTA ENERGY COMPANY LTD. (Registrant)
By:	/s/	Linda H. Mackid
	Name: Title:	Linda H. Mackid Assistant Corporate Secretary

Date: December 12, 2002

EX-1 3 o08528exv1.htm EXHIBIT 1

Exhibit 1

MATERIAL CHANGE REPORT

Section 85(1) of the Securities Act (British Columbia)
Section 146(1) of the Securities Act (Alberta)
Section 84(1) of the Securities Act (Saskatchewan)
Section 75(2) of the Securities Act (Ontario)
Section 73 of the Securities Act (Québec)
Section 81(2) of the Securities Act (Nova Scotia)
Section 76(2) of the Securities Act (Newfoundland)
And Similar Provisions of other Provincial or Territorial Securities Legislation

Item 1	Reporting Issuer:
	Alberta Energy Company Ltd. (“AEC”) 1800, 855 – 2nd Street S.W. Calgary, Alberta T2P 2S5
Item 2	Date of Material Change:
	December 12, 2002
Item 3	News Release:
	AEC issued a press release on December 12, 2002 (through Canada NewsWire) at Calgary, Alberta, which release disclosed the nature and substance of the material change.
Item 4	Summary of Material Change:
	On December 12, 2002, the Board of Directors of AEC determined to amalgamate with its parent company, EnCana Corporation (“EnCana”), to be effective on January 1, 2003.
Item 5	Full Description of Material Change:
	EnCana announced on December 12, 2002 that it intends to consolidate its corporate structure through a vertical short-form amalgamation with its wholly-owned subsidiary, AEC. The amalgamation will not require any EnCana or AEC public securityholder vote. The amalgamation is expected to be effective on January 1, 2003.
	Once the amalgamation is effective, EnCana will be the successor issuer in respect of AEC’s previously issued debt securities and will be responsible for all of AEC’s contractual obligations. The amalgamation is subject to the receipt of all necessary consents and regulatory approvals. A further announcement by EnCana is planned upon the amalgamation becoming effective.

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Item 6	Reliance on Confidentiality Provisions of the Act:
	Not applicable.
Item 7	Omitted Information:
	Not applicable.
Item 8	Senior Officer knowledgeable about the Material Change and this Report:
	Kerry D. Dyte, Corporate Secretary of AEC, is a senior officer knowledgeable about the material change and may be reached at (403) 645-2000.
Item 9	Statement of Senior Officer:
	The foregoing accurately discloses the material change report referred to in this report.
	DATED December 12, 2002 at Calgary, Alberta.

ALBERTA ENERGY COMPANY LTD.
Per:	“Kerry D. Dyte”
	Kerry D. Dyte Corporate Secretary

IT IS AN OFFENSE UNDER THE SECURITIES ACT AND THE SECURITIES REGULATION FOR A PERSON OR COMPANY TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE SECURITIES ACT OR THE SECURITIES REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

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EX-1

Exhibit 1 - Press Release