FORM 6-K


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

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

May 14, 2015

TALISMAN ENERGY INC.
Commission File No. 1-6665
[Translation of registrant's name into English]

2000, 888 - 3rd Street S.W.,
 Calgary, Alberta, Canada, T2P 5C5
[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 ¨      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): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):_ ¨____
 
 
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 
Exhibit                      Title
 
99.1
Material Change Report, dated May 14, 2015
 
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.

TALISMAN ENERGY INC.
                [Registrant]

Date:            May 14, 2015                                                    By:          /s/                                                               
 Leslie A. Lawson
 Assistant Corporate Secretary


FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1             Name and Address of Company

Talisman Energy Inc.
Suite 2000
888 – 3rd Street SW
Calgary, AB  T2P 5C5

Item 2            Date of Material Change

May 8, 2015

Item 3             News Release

A news release disclosing the material change was issued through Marketwire on May 8, 2015.

Item 4             Summary of Material Change

On May 8, 2015, the acquisition of Talisman Energy Inc. (“Talisman”) by Repsol S.A. ("Repsol") by way of an arrangement under the Canada Business Corporations Act was completed.  Under the arrangement, a wholly-owned subsidiary of Repsol acquired all of the outstanding common shares of Talisman at a price of US $8.00 per share and all of the outstanding preferred shares at a price of Cdn. $25.1093 (representing Cdn. $25.00 plus accrued and unpaid dividends) per share.

Item 5.1         Full Description of Material Change

On May 8, 2015, the acquisition of Talisman by Repsol  by way of an arrangement under the Canada Business Corporations Act was completed. Under the arrangement, a wholly-owned subsidiary of Repsol acquired all of the outstanding common shares of Talisman at a price of US $8.00 per share and all of the outstanding preferred shares at a price of Cdn. $25.1093 (representing Cdn. $25.00 plus accrued and unpaid dividends) per share.

Following the completion of the arrangement, the common shares and preferred shares were delisted from the Toronto Stock Exchange and the common shares are in the process of being delisted from the New York Stock Exchange, in accordance with its rules.  Notwithstanding the delisting of its common and preferred shares, Talisman will remain a reporting issuer in all provinces and territories of Canada, as a result of Talisman’s debt securities currently outstanding.

Item 5.2         Disclosure for Restructuring Transactions

N/A

Item 6            Reliance on subsection 7.1(2) of National Instrument 51-102

N/A

Item 7            Omitted Information

N/A

Item 8             Executive Officer

For further information, contact David Newby, Senior Vice-President, Finance and Treasurer  by telephone at (403) 237-1280.

Item 9             Date of Report

May 14, 2015