UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549

              SCHEDULE 13G

              Under the Securities Exchange Act of 1934

              (Amendment No. 12 )*

      OMB Approval
OMB Number: 3235-0145
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Imperial Oil Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

453 038 200

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

X

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 453 038 200

1.

Names of Reporting Persons.

Exxon Mobil Corporation

I.R.S. Identification Nos. of above persons (entities only).

13-5409005

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) N/A

(b) N/A

3.

SEC Use Only

4.

Citizenship or Place of Organization

New Jersey

5.

Sole Voting Power

263,688,444

6.

Shared Voting Power

0

7.

Sole Dispositive Power

263,688,444

8.

Shared Dispositive Power

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

263,688,444

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

      N/A

11.

Percent of Class Represented by Amount in Row (9)

69.6%

12.

Type of Reporting Person (See Instructions)

CO

Item 1.

(a) Name of Issuer

Imperial Oil Limited

(b) Address of Issuer's Principal Executive Offices

111 St. Clair Avenue West
Toronto, Ontario, Canada M5W1K3

Item 2.

(a) Name of Person Filing

Exxon Mobil Corporation

(b) Address of Principal Business Office or, if none, Residence

5959 Las Colinas Blvd.
Irving, Texas 75039-2298

(c) Citizenship

New Jersey

(d) Title of Class of Securities

Common Shares

(e) CUSIP Number

453 038 200

Item 3.

If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:

N/A

Item 4. Ownership

(a) Amount beneficially owned:

263,688,444

(b) Percent of class:

69.6%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

263,688,444

(ii) Shared power to vote or to direct the vote

0

(iii) Sole power to dispose or to direct the disposition of

263,688,444

(iv) Shared power to dispose or to direct the disposition of

0

Item 5. Ownership of Five Percent or Less of a Class

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

N/A

SIGNATURE

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

February 06, 2003

Date

/s/ F. A. Risch

Signature

F. A. Risch, Vice President & Treasurer

Name/Title