AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2006

                                                   REGISTRATION NO. 333-138873
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ____________________________

                          AMENDMENT NO. 1 TO FORM F-9
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ____________________________

                       CANADIAN NATURAL RESOURCES LIMITED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                                                        
                 ALBERTA                                 1311                            NOT APPLICABLE
   (PROVINCE OR OTHER JURISDICTION OF        (PRIMARY STANDARD INDUSTRIAL     (I.R.S. EMPLOYER IDENTIFICATION NO.,
     INCORPORATION OR ORGANIZATION)           CLASSIFICATION CODE NUMBER)                IF APPLICABLE)

                          ____________________________

                       SUITE 2500, 855 - 2ND STREET, S.W.,
                       CALGARY, ALBERTA, CANADA, T2P 4J8
                                 (403) 517-6700
   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                          ____________________________

                CT CORPORATION SYSTEM, 111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 590-9330
            (NAME, ADDRESS AND TELEPHONE NUMBER (INCLUDING AREA CODE)
                   OF AGENT FOR SERVICE IN THE UNITED STATES)

                          ____________________________

                                   COPIES TO:

         NANCY M. PENNER                          ANDREW J. FOLEY
        PARLEE MCLAWS LLP                         EDWIN S. MAYNARD
     3400 PETRO-CANADA CENTRE       PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
     150 - SIXTH AVENUE, S.W.               1285 AVENUE OF THE AMERICAS
     CALGARY, ALBERTA, CANADA                NEW YORK, N.Y. 10019-6064
             T2P 3Y7                               (212) 373-3000
          (403) 294-7000
                          ____________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.

                           PROVINCE OF ALBERTA, CANADA
                (PRINCIPAL JURISDICTION REGULATING THIS OFFERING)

It is proposed that this filing shall become effective (check appropriate box
below):

A.  [_]   upon filing with the Commission, pursuant to Rule 467(a) (if in
          connection with an offering being made contemporaneously in the
          United States and Canada).
B.  [X]   at some future date (check appropriate box below)
     1.   [_]  pursuant to Rule 467(b) on (     ) at (     ) (designate a time
               not sooner than 7 calendar days after filing).
     2.   [_]  pursuant to Rule 467(b) on (     ) at (     ) (designate a time
               7 calendar days or sooner after filing) because the securities
               regulatory authority in the review jurisdiction has issued a
               receipt or notification of clearance on (    ).
     3.   [X]  pursuant to Rule 467(b) as soon as practicable after notification
               of the Commission by the Registrant or the Canadian securities
               regulatory authority of the review jurisdiction that a receipt
               or notification of clearance has been issued with respect hereto.
     4.   [_]  after the filing of the next amendment to this Form (if
               preliminary material is being filed).

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [X]
                          ____________________________

     THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS  EFFECTIVE  DATE UNTIL THE  REGISTRATION
STATEMENT  SHALL BECOME  EFFECTIVE AS PROVIDED IN RULE 467 UNDER THE SECURITIES
ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SECTION 8(A)
OF THE ACT, MAY DETERMINE.

===============================================================================


                                     PART I

                           INFORMATION REQUIRED TO BE
                      DELIVERED TO OFFEREES OR PURCHASERS


                                                              NOVEMBER 27, 2006


                               [GRAPHIC OMITTED]
                           [LOGO - CANADIAN NATURAL]


                       CANADIAN NATURAL RESOURCES LIMITED

                                DEBT SECURITIES

                                 ______________

        Canadian Natural Resources Limited may offer for sale from time to time
debt securities in the aggregate  principal amount of up to US$3,000,000,000 or
its  equivalent in any other  currency or units based on or relating to foreign
currencies.  Subject to applicable securities laws, this short form prospectus,
as amended and restated,  (referred to hereafter as  "prospectus")  will remain
effective until July 2, 2007.

        We  will  provide  the  specific  terms  of  these  securities  and all
information omitted from this prospectus in supplements to this prospectus. You
should read this prospectus and the supplements carefully before you invest.


                                 ______________

        NEITHER  THE U.S.  SECURITIES  AND  EXCHANGE  COMMISSION  NOR ANY STATE
SECURITIES   COMMISSION  HAS  APPROVED  OR  DISAPPROVED   THESE  SECURITIES  OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY  REPRESENTATION  TO
THE CONTRARY IS A CRIMINAL OFFENSE.


                                 ______________

        WE ARE PERMITTED TO PREPARE THIS PROSPECTUS IN ACCORDANCE WITH CANADIAN
DISCLOSURE  REQUIREMENTS,  WHICH ARE DIFFERENT FROM THOSE OF THE UNITED STATES.
WE PREPARE OUR  FINANCIAL  STATEMENTS IN  ACCORDANCE  WITH  CANADIAN  GENERALLY
ACCEPTED  ACCOUNTING  PRACTICES,  AND THEY ARE SUBJECT TO CANADIAN AUDITING AND
AUDITOR  INDEPENDENCE  STANDARDS.  THEY  MAY  NOT BE  COMPARABLE  TO  FINANCIAL
STATEMENTS OF UNITED STATES COMPANIES.

        OWNING THE DEBT SECURITIES MAY SUBJECT YOU TO TAX CONSEQUENCES  BOTH IN
THE UNITED  STATES AND CANADA.  THIS  PROSPECTUS OR ANY  APPLICABLE  PROSPECTUS
SUPPLEMENT MAY NOT DESCRIBE THESE TAX  CONSEQUENCES  FULLY. YOU SHOULD READ THE
TAX DISCUSSION IN ANY APPLICABLE PROSPECTUS SUPPLEMENT.

        YOUR  ABILITY  TO ENFORCE  CIVIL  LIABILITIES  UNDER THE UNITED  STATES
FEDERAL  SECURITIES LAWS MAY BE AFFECTED  ADVERSELY BECAUSE WE ARE INCORPORATED
IN ALBERTA, SOME OF OUR OFFICERS AND DIRECTORS AND SOME OF THE EXPERTS NAMED IN
THIS PROSPECTUS ARE CANADIAN  RESIDENTS,  AND MANY OF OUR ASSETS ARE LOCATED IN
CANADA.

        THE DEBT  SECURITIES  OFFERED  HEREBY HAVE NOT BEEN  QUALIFIED FOR SALE
UNDER THE  SECURITIES  LAWS OF ANY  PROVINCE OR TERRITORY OF CANADA AND ARE NOT
BEING AND MAY NOT BE OFFERED OR SOLD,  DIRECTLY OR INDIRECTLY,  IN CANADA OR TO
ANY RESIDENT OF CANADA IN  CONTRAVENTION OF THE SECURITIES LAWS OF ANY PROVINCE
OR TERRITORY OF CANADA.

                                 ______________



                               TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

ABOUT THIS PROSPECTUS........................................................2
WHERE YOU CAN FIND MORE INFORMATION..........................................2
FORWARD LOOKING STATEMENTS...................................................4
DEFINITIONS..................................................................6
CANADIAN NATURAL RESOURCES LIMITED...........................................6
USE OF PROCEEDS..............................................................6
INTEREST COVERAGE............................................................6
DESCRIPTION OF DEBT SECURITIES...............................................7
CERTAIN INCOME TAX CONSIDERATIONS...........................................21
RISK FACTORS................................................................21
PLAN OF DISTRIBUTION........................................................24
LEGAL MATTERS...............................................................25
EXPERTS.....................................................................25
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT.......................25
CONSENT OF PRICEWATERHOUSECOOPERS LLP.......................................27


                             ABOUT THIS PROSPECTUS

        In this prospectus, unless otherwise specified or the context otherwise
indicates,  references to "Canadian Natural", "us", "we" or "our" mean Canadian
Natural  Resources  Limited  and  its  subsidiaries,   including  its  material
operating  subsidiaries  and, where applicable,  their respective  interests in
partnerships and other entities. Unless otherwise specified, all dollar amounts
contained in this prospectus are expressed in Canadian dollars,  and references
to "dollars", "Cdn$" or "$" are to Canadian dollars and all references to "US$"
are to United States dollars.

        All financial  information  included and  incorporated  by reference in
this prospectus is determined using generally  accepted  accounting  principles
which  are in effect  from time to time in  Canada,  referred  to as  "Canadian
GAAP". "U.S. GAAP" means generally accepted accounting  principles which are in
effect from time to time in the United States.

        This prospectus replaces our base shelf prospectus dated May 8, 2003.

        This  prospectus  is  part of a  registration  statement  on  Form  F-9
relating  to the debt  securities  that we filed with the U.S.  Securities  and
Exchange  Commission (the "SEC").  Under the shelf registration  statement,  we
may, from time to time, sell any  combination of the debt securities  described
in this prospectus in one or more offerings up to an aggregate principal amount
of US$3,000,000,000. This prospectus provides you with a general description of
the debt securities that we may offer.  Each time we sell debt securities under
the registration  statement,  we will provide a prospectus supplement that will
contain  specific  information  about  the  terms  of  that  offering  of  debt
securities.   The  prospectus   supplement  may  also  add,  update  or  change
information  contained in this prospectus.  Before you invest,  you should read
both this  prospectus and any applicable  prospectus  supplement  together with
additional  information  described  under the heading  "Where You Can Find More
Information". This prospectus does not contain all of the information set forth
in the registration statement, certain parts of which are omitted in accordance
with the rules and  regulations  of the SEC. You may refer to the  registration
statement  and  the  exhibits  to  the   registration   statement  for  further
information with respect to us and the debt securities.


                      WHERE YOU CAN FIND MORE INFORMATION

        We  file  with  the  Alberta  Securities   Commission  (the  "ASC"),  a
commission of authority in the Province of Alberta similar to the SEC, material
change,  annual and quarterly reports and other information.  We are subject to
the informational  requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance with the Exchange Act, we file
reports   and   furnish   other   information   with   the   SEC.   Under   the


                                       2


multijurisdictional  disclosure  system  adopted  by the United  States,  these
reports and other information (including financial information) may be prepared
in accordance  with the disclosure  requirements  of Canada,  which differ from
those in the United States.  You may read any document we furnish to the SEC at
the SEC's public reference room at Room 1580, 100 F Street,  N.E.,  Washington,
D.C.  20549.  You may also obtain copies of the same  documents from the public
reference  room of the SEC by paying a fee. The SEC also  maintains an internet
site that contains  reports and other  information  about issuers like us, that
file electronically with the SEC. The site address is www.sec.gov.

        Under the  multijurisdictional  disclosure system adopted by the United
States  and  the  provinces  of  Canada,  the  SEC  and  the  ASC  allow  us to
"incorporate by reference"  certain  information we file with them, which means
that we can disclose  important  information  to you by referring  you to those
documents.  Information  that is incorporated by reference is an important part
of this  prospectus.  We incorporate  by reference the documents  listed below,
which were filed with the ASC under the SECURITIES ACT (Alberta):

        o   our Annual  Information  Form dated March 29, 2006 and management's
            discussion  and  analysis  of  financial  condition  and results of
            operations  for the year ended  December 31, 2005  incorporated  by
            reference in the Annual Information Form;

        o   our  Information  Circular  dated  March 15,  2006  relating to the
            Annual Meeting of our Shareholders  held on May 4, 2006,  excluding
            those portions thereof which appear under the headings "Performance
            Graph",  "Report  on  Executive  Compensation  by the  Compensation
            Committee" and "Statement of Corporate Governance Practices" (which
            portions  shall be deemed not to be  incorporated  by  reference in
            this prospectus);

        o   our audited comparative consolidated financial statements as at and
            for the year ended  December 31, 2005,  together with the auditors'
            report thereon;

        o   our unaudited consolidated comparative financial statements for the
            three  and  nine  month  periods  ended   September  30,  2006  and
            accompanying management's discussion and analysis; and

        o   our material  change report dated September 22, 2006 respecting the
            acquisition of Anadarko Canada Corporation.

        Any documents of the type referred to in the  preceding  paragraph,  or
similar  material,  including  an  Annual  Information  Form  filed by us,  all
material change reports (excluding  confidential  reports, if any), all updated
interest  coverage ratio  information,  as well as all  prospectus  supplements
disclosing  additional  or  updated  information,  filed by us with  securities
commissions  or  similar  authorities  in  the  relevant  provinces  of  Canada
subsequent to the date of this  prospectus  and prior to the date on which this
base shelf  prospectus  ceases to be  effective,  being July 2, 2007,  shall be
deemed to be incorporated by reference into this prospectus.  The documents are
available  through the internet on the System for Electronic  Document Analysis
and Retrieval (SEDAR) which can be accessed at www.sedar.com.

        To  the  extent  that  any  document  or  information  incorporated  by
reference  into this  prospectus  is included in a report that is filed with or
furnished to the SEC on Form 40-F,  10-K,  10-Q,  8-K or 6-K (or any respective
successor  form),  such  document  or  information  shall  also be deemed to be
incorporated by reference as an exhibit to the  registration  statement on Form
F-9 of which this prospectus  forms a part. In addition,  we may incorporate by
reference into this  prospectus  from documents that we file with or furnish to
the SEC  pursuant  to  Section  13(a) or 15(d) of the  EXCHANGE  ACT.  Our U.S.
filings  are  electronically  available  from  the  SEC's  Electronic  Document
Gathering and Retrieval  System,  which is commonly  known by the acronym EDGAR
and may be accessed at www.sec.gov.

        A prospectus  supplement  containing the specific  variable terms of an
offering  of debt  securities  will be  delivered  to  purchasers  of such debt
securities  together with this prospectus and will be deemed to be incorporated
by reference into this prospectus as of the date of such prospectus  supplement
and only for the  purposes of the  offering of the debt  securities  covered by
that prospectus supplement.

        ANY   STATEMENT   CONTAINED  IN  THIS   PROSPECTUS  OR  IN  A  DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS SHALL
BE DEEMED TO BE MODIFIED OR SUPERSEDED  FOR PURPOSES OF THIS  PROSPECTUS TO THE


                                       3


EXTENT  THAT  A  STATEMENT  CONTAINED  IN  THIS  PROSPECTUS  OR  IN  ANY  OTHER
SUBSEQUENTLY  FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE  INCORPORATED  BY
REFERENCE  IN THIS  PROSPECTUS  MODIFIES  OR  SUPERSEDES  THAT  STATEMENT.  ANY
STATEMENT OR DOCUMENT SO MODIFIED OR SUPERSEDED SHALL NOT, EXCEPT TO THE EXTENT
SO MODIFIED OR SUPERSEDED,  BE  INCORPORATED BY REFERENCE AND CONSTITUTE A PART
OF THIS PROSPECTUS.

        Upon  a new  Annual  Information  Form  and  related  annual  financial
statements  being filed with, and where  required,  accepted by, the applicable
securities regulatory  authorities during the currency of this prospectus,  the
previous  Annual   Information  Form,  annual  financial   statements  and  the
accompanying  management's  discussion  and analysis and any interim  financial
statements and the accompanying management's discussion and analysis,  material
change reports and management  proxy circulars filed prior to the  commencement
of the then  current  fiscal  year will be deemed no longer to be  incorporated
into this prospectus for purposes of future offers and sales of debt securities
under this prospectus.  Upon interim consolidated  financial statements and the
accompanying  management's  discussion  and analysis being filed by us with the
applicable  securities  regulatory  authorities  during  the  currency  of this
prospectus,  all interim consolidated financial statements and the accompanying
management's   discussion   and  analysis   filed  prior  to  the  new  interim
consolidated  financial statements shall be deemed no longer to be incorporated
into this prospectus for purposes of future offers and sales of debt securities
under this prospectus.

        In addition,  you may obtain a copy of the Annual  Information Form and
other  information  mentioned  above by writing or calling us at the  following
address and telephone number:

        Canadian Natural Resources Limited
        2500, 855 - 2 Street S.W.
        Calgary, Alberta
        Canada T2P 4J8
        (403) 517-6700

        Attention: Secretary

        YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT AND ON THE
OTHER  INFORMATION  INCLUDED  IN  THE  REGISTRATION  STATEMENT  OF  WHICH  THIS
PROSPECTUS  FORMS A PART.  WE HAVE NOT  AUTHORIZED  ANYONE TO PROVIDE  YOU WITH
DIFFERENT OR ADDITIONAL  INFORMATION.  WE ARE NOT MAKING AN OFFER OF THESE DEBT
SECURITIES  IN ANY  JURISDICTION  WHERE THE OFFER IS NOT  PERMITTED BY LAW. YOU
SHOULD  NOT  ASSUME  THAT  THE  INFORMATION  CONTAINED  IN OR  INCORPORATED  BY
REFERENCE  IN  THIS  PROSPECTUS  OR ANY  APPLICABLE  PROSPECTUS  SUPPLEMENT  IS
ACCURATE  AS OF ANY DATE  OTHER  THAN THE DATE ON THE  FRONT OF THE  APPLICABLE
PROSPECTUS SUPPLEMENT.


                           FORWARD LOOKING STATEMENTS

        This prospectus  contains or incorporates by reference  forward looking
statements  within the meaning of the United States Private  Litigation  Reform
Act of 1995. All statements  other than  statements of historical fact included
or incorporated by reference in this prospectus that address activities, events
or  developments  that we expect or anticipate  may or will occur in the future
are forward looking statements, and indicate such things as:

        o   oil and natural gas reserve  quantities and the discounted  present
            value of future net cash flows from these reserves;

        o   the amount and nature of our capital expenditures;

        o   plans for drilling wells;

        o   prices for oil and natural gas produced;

        o   timing  and  amount  of future  production,  forecasts  of  capital
            expenditures and the sources of financing thereof;

        o   operating and other costs;


                                       4


        o   business strategies and plans of management;

        o   anticipated  benefits and enhanced shareholder value resulting from
            prospect development and acquisitions.

        Such forward looking statements are subject to risks, uncertainties and
other factors, many of which are beyond our control, including:

        o   the impact of general  economic and business  conditions in Canada,
            the United  States and  internationally  which  will,  among  other
            things, impact demand for and market prices of our products;

        o   industry conditions,  including  fluctuations in the price of crude
            oil and natural gas,  royalties payable in respect of our crude oil
            and natural gas production,  and changes in governmental regulation
            of the crude oil and natural gas industry,  including environmental
            regulation;

        o   the need to obtain required approvals from regulatory authorities;

        o   the  marketability of oil and natural gas,  including the proximity
            to and  capacity of oil and natural gas  pipelines  and  processing
            equipment;

        o   the success of exploration and development activities;

        o   the timing and success of  integrating  the business and operations
            of acquired companies;

        o   uncertainty of estimates of oil and natural gas reserves;

        o   impact of competition,  availability and cost of seismic,  drilling
            and other equipment;

        o   operating   hazards   and  other   difficulties   inherent  in  the
            exploration for and production and sale of oil and natural gas;

        o   fluctuations in foreign exchange or interest rates and stock market
            volatility;

        o   political instability and other risks of international  operations;
            and

        o   uncertainties inherent in attracting capital;

        o   risks  of  war,  hostilities,   civil  insurrection  and  terrorist
            threats;

        o   our ability to replace or expand reserves;

        o   our ability to either generate sufficient cash flow to meet current
            future obligations or to obtain external debt or equity financing;

        o   our ability to enter into or renew leases;

        o   the  timing  and  costs  of  pipeline  and  gas  storage   facility
            construction and expansion;

        o   our ability to make capital investments and the amounts thereof;

        o   imprecision  in  estimating  future  production  capacity,  and the
            timing, costs and levels of production and drilling;

        o   risks  associated  with existing and potential  future lawsuits and
            regulatory actions against us;

        o   uncertainty in amounts and timing of royalty payments; and

        o   imprecision in estimating product sales.


                                       5


        Additional  factors are described in our  management's  discussion  and
analysis of  financial  condition  and results of  operations  incorporated  by
reference in our Annual  Information  Form dated March 29, 2006, which is filed
with the  securities  commissions  or similar  authorities  in the provinces of
Canada  and   incorporated   by  reference  in  this   prospectus.   Events  or
circumstances  could cause our actual results to differ  materially  from those
estimated or projected and  expressed in, or implied by, these forward  looking
statements.  You should also  carefully  consider the matters  discussed  under
"Risk Factors" in this prospectus.


                                  DEFINITIONS

        In this prospectus and in any applicable prospectus supplement:

        o   "Boe" means barrels of oil equivalent; and

        o   "NGLs" means natural gas liquids.

        This prospectus contains  disclosure  respecting oil and gas production
expressed  as "cubic  feet of  natural  gas  equivalent"  and  "barrels  of oil
equivalent" or "boe". All equivalency volumes have been derived using the ratio
of six  thousand  cubic feet of natural  gas to one barrel of oil.  Equivalency
measures may be  misleading,  particularly  if used in isolation.  A conversion
ratio of six  thousand  cubic feet of natural gas to one barrel of oil is based
on an energy equivalence  conversion method primarily  applicable at the burner
tip and does not represent a value equivalency at the wellhead.


                       CANADIAN NATURAL RESOURCES LIMITED

        We are a Canadian-based  senior,  independent energy company engaged in
the acquisition,  exploration,  development,  production, marketing and sale of
crude oil and  natural  gas.  Our core areas of  operations  are in the Western
Canadian  Sedimentary  Basin,  the United  Kingdom  sector of the North Sea and
Offshore West Africa. Our head and principal office is located at 2500, 855 - 2
Street SW, Calgary, Alberta, T2P 4J8.

        Our common shares are listed for trading on the Toronto Stock  Exchange
and on the New York Stock Exchange under the trading symbol "CNQ".


                                USE OF PROCEEDS

        Unless  otherwise  indicated  in an  applicable  prospectus  supplement
relating  to a  series  of debt  securities,  we will use the net  proceeds  we
receive from the sale of the debt  securities  for general  corporate  purposes
relating to our primary areas of operations in North America, the North Sea and
Offshore  West  Africa,  which may include  financing  our capital  expenditure
program and working  capital  requirements  in those areas. We may also use the
net  proceeds  for the  repayment  of  indebtedness.  Pending  such  use of any
proceeds, we may invest funds in short-term marketable securities.


                               INTEREST COVERAGE

        The following  coverage  ratios have been  prepared in accordance  with
Canadian  securities law  requirements  and are included in this  prospectus in
accordance with Canadian disclosure requirements.

        The following  coverage  ratios are calculated on a consolidated  basis
for the twelve month  periods  ended  September 30, 2006 and December 31, 2005.
The  following  ratios do not give  effect to the issue of any debt  securities
pursuant to this prospectus.



                                       6




                                                                  SEPTEMBER 30, 2006         DECEMBER 31, 2005
                                                                  ------------------         -----------------
                                                                                       
Interest coverage on long-term debt (times):
  Net earnings(1) .....................................                  17.6                       8.3


NOTE:

(1)  Interest  coverage on long-term  debt on an earnings basis is equal to net
     earnings  plus income  taxes and interest  expense,  divided by the sum of
     interest expense and capitalized interest.


                         DESCRIPTION OF DEBT SECURITIES

        In this section, "we", "us", "our" or "Canadian Natural" refers only to
Canadian  Natural  Resources  Limited  without its  subsidiaries or interest in
partnerships and other entities.  The following describes certain general terms
and provisions of the debt  securities.  The particular terms and provisions of
the series of debt  securities  offered by any prospectus  supplement,  and the
extent to which the general terms and provisions  described  below may apply to
them, will be described in the applicable prospectus  supplement.  Accordingly,
for a  description  of the terms of a  particular  series  of debt  securities,
reference must be made to both the applicable prospectus supplement relating to
them and the description of the debt securities set forth in this prospectus.

        The  debt  securities  will be  issued  under a  trust  indenture  (the
"Indenture")  dated July 24, 2001  between us and The Bank of Nova Scotia Trust
Company of New York,  as trustee (the  "Trustee").  The Indenture is subject to
and governed by the United States Trust  Indenture  Act of 1939, as amended.  A
copy of the form of the  Indenture has been filed with the SEC as an exhibit to
the  registration  statement of which this  prospectus is a part. The following
summaries  of the  Indenture  and the debt  securities  are brief  summaries of
certain  provisions of the  Indenture and do not purport to be complete;  these
statements are subject to the detailed referenced  provisions of the Indenture,
including the definition of capitalized terms used under this caption. Wherever
particular  sections or defined  terms of the  Indenture are referred to, these
sections or defined terms are  incorporated  in this prospectus by reference as
part of the statement  made,  and the statement is qualified in its entirety by
the  reference  to the  Indenture.  References  in  parentheses  are to section
numbers in the Indenture.

GENERAL

        The  Indenture  does not limit the aggregate  principal  amount of debt
securities (which may include  debentures,  notes and other unsecured evidences
of indebtedness) that may be issued under the Indenture, and provides that debt
securities  may be issued  from time to time in one or more  series  and may be
denominated  and payable in foreign  currencies.  The debt  securities  offered
pursuant to this prospectus will be issued in an amount up to  US$3,000,000,000
or the  equivalent.  The  Indenture  also permits us to increase the  principal
amount of any  series of debt  securities  previously  issued and to issue that
increased principal amount.

        The applicable  prospectus supplement will contain a description of the
following terms relating to the debt securities being offered:

        (a) the title of the debt securities of such series;

        (b) any limit on the aggregate  principal amount of the debt securities
            of such series;

        (c) the date or dates, if any, on which the principal (and premium,  if
            any) of the debt  securities  of such  series  will  mature and the
            portion  (if less  than all of the  principal  amount)  of the debt
            securities  of  such  series  to be  payable  upon  declaration  of
            acceleration  of  maturity  and/or the method by which such date or
            dates shall be determined;

        (d) the rate or rates  (which  may be fixed or  variable)  at which the
            debt securities of such series will bear interest, if any, the date
            or dates  from which that  interest  will  accrue and on which that
            interest  will be  payable  and the  Regular  Record  Dates for any
            interest  payable on the debt  securities  of such series which are
            Registered Securities and/or the method by which such date or dates
            shall be determined;


                                       7


        (e) if applicable, any mandatory or optional redemption or sinking fund
            provisions, including the period or periods within which, the price
            or prices at which and the terms and conditions upon which the debt
            securities  of such  series may be  redeemed  or  purchased  at the
            option of Canadian Natural or otherwise;

        (f) if applicable,  whether the debt  securities of such series will be
            issuable  in  registered  form or  bearer  form or  both,  and,  if
            issuable in bearer form, the restrictions as to the offer, sale and
            delivery of the debt  securities  of such series in bearer form and
            as to exchanges between registered and bearer form;

        (g) whether the debt  securities of such series will be issuable in the
            form of one or more  Registered  Global  Securities and, if so, the
            identity of the Depository for those Registered Global Securities;

        (h) the  denominations  in  which  any of the debt  securities  of such
            series which are in registered form will be issuable, if other than
            denominations  of  US$1,000  and  any  multiple  thereof,  and  the
            denominations  in which any of the debt  securities  of such series
            which  are in  bearer  form  will be  issuable,  if other  than the
            denomination of US$1,000;

        (i) each office or agency  where the  principal  of and any premium and
            interest on the debt securities of such series will be payable, and
            each office or agency where the debt  securities of such series may
            be presented for registration of transfer or exchange;

        (j) if other than United States  dollars,  the foreign  currency or the
            units based on or relating to foreign  currencies in which the debt
            securities  of such  series  are  denominated  and/or  in which the
            payment of the  principal  of and any premium  and  interest on the
            debt securities of such series will or may be payable;

        (k) any index  pursuant to which the amount of payments of principal of
            and any premium and interest on the debt  securities of such series
            will or may be determined;

        (l) any applicable Canadian and U.S. federal income tax consequences;

        (m) whether and under what circumstances we will pay Additional Amounts
            on the debt  securities  of such series in respect of certain taxes
            (and the terms of any such  payment)  and,  if so,  whether we will
            have the option to redeem the debt securities of such series rather
            than pay the Additional Amounts (and the terms of any such option);

        (n) any deletions from,  modifications of or additions to the Events of
            Default or covenants of Canadian  Natural with respect to such debt
            securities,  whether or not such Events of Default or covenants are
            consistent  with the  Events  of  Default  or  covenants  set forth
            herein; and

        (o) any other terms of the debt securities of such series.

        Unless otherwise indicated in the applicable prospectus supplement, the
Indenture does not afford the Holders the right to tender debt securities to us
for  repurchase,  or provide for any  increase in the rate or rates of interest
per annum at which the debt  securities  will  bear  interest,  in the event we
become  involved  in a highly  leveraged  transaction  or in the event  that we
undergo a change in control.

        Debt  securities may be issued under the Indenture  bearing no interest
or interest at a rate below the prevailing  market rate at the time of issuance
and may be offered and sold at a discount below their stated principal  amount.
The  Canadian  and U.S.  federal  income  tax  consequences  and other  special
considerations  applicable to those  discounted  debt  securities or other debt
securities offered and sold at par which are treated as having been issued at a
discount for Canadian and/or U.S. federal income tax purposes will be described
in the prospectus supplement relating to the debt securities.

RANKING AND OTHER INDEBTEDNESS

        The debt securities  will be unsecured  obligations of ours and, unless
otherwise  provided  in  the  prospectus   supplement  relating  to  such  debt
securities,   will  rank  PARI   PASSU  with  all  our  other   unsecured   and
unsubordinated  debt from time to time  outstanding  and PARI  PASSU with other
debt  securities  issued  under  the  Indenture.  The debt  securities  will be


                                       8


structurally  subordinated to all existing and future liabilities of any of our
corporate  or  partnership  subsidiaries,  including  trade  payables and other
indebtedness.

REGISTERED GLOBAL SECURITIES

        Unless otherwise indicated in a prospectus supplement, a series of debt
securities  will  be  issued  in the  form  of one or  more  Registered  Global
Securities  which will be  registered  in the name of and be  deposited  with a
Depository,  or its nominee, each of which will be identified in the prospectus
supplement relating to that series. Unless and until exchanged,  in whole or in
part, for debt securities in definitive  registered  form, a Registered  Global
Security  may not be  transferred  except  as a whole by the  Depository  for a
Registered  Global  Security to a nominee of that  Depository,  by a nominee of
that  Depository to that Depository or another nominee of that Depository or by
that  Depository  or any  nominee of that  Depository  to a  successor  of that
Depository or a nominee of a successor of that Depository.

        The specific  terms of the depository  arrangement  with respect to any
portion  of a  particular  series of debt  securities  to be  represented  by a
Registered  Global  Security  will be  described in the  prospectus  supplement
relating  to that  series.  Canadian  Natural  anticipates  that the  following
provisions will apply to all depository arrangements.

        Upon the issuance of a Registered  Global  Security,  the Depository or
its  nominee  will  credit,  on its book  entry and  registration  system,  the
respective  principal  amounts  of the  debt  securities  represented  by  that
Registered  Global  Security to the accounts of those persons  having  accounts
with that Depository or its nominee  ("participants") as shall be designated by
the   underwriters,   investment   dealers  or  agents   participating  in  the
distribution  of those debt  securities or by us if those debt  securities  are
offered  and sold  directly  by us.  Ownership  of  beneficial  interests  in a
Registered  Global Security will be limited to participants or persons that may
hold  beneficial  interests  through  participants.   Ownership  of  beneficial
interests in a Registered Global Security will be shown on, and the transfer of
the  ownership of those  beneficial  interests  will be effected  only through,
records  maintained by the Depository  therefor or its nominee (with respect to
beneficial  interests of  participants) or by participants or persons that hold
through   participants  (with  respect  to  interests  of  persons  other  than
participants).

        The laws of some states in the United States require certain purchasers
of securities to take  physical  delivery of the debt  securities in definitive
form.  These  depository  arrangements and these laws may impair the ability to
transfer beneficial interests in a Registered Global Security.

        So long as the  Depository  for a  Registered  Global  Security  or its
nominee is the registered owner of the debt securities,  that Depository or its
nominee, as the case may be, will be considered the sole owner or Holder of the
debt securities represented by that Registered Global Security for all purposes
under the Indenture.  Except as provided below, owners of beneficial  interests
in a Registered Global Security will not be entitled to have debt securities of
the series  represented by that Registered Global Security  registered in their
names,  will not receive or be entitled  to receive  physical  delivery of debt
securities  of that series in definitive  form and will not be  considered  the
owners or Holders of those debt securities under the Indenture.

        Principal,  premium,  if any,  and  interest  payments on a  Registered
Global  Security  registered in the name of a Depository or its nominee will be
made to that Depository or nominee, as the case may be, as the registered owner
of that  Registered  Global  Security.  Neither  we, the Trustee nor any paying
agent for debt securities of the series  represented by that Registered  Global
Security  will  have any  responsibility  or  liability  for any  aspect of the
records relating to or payments made on account of beneficial interests in that
Registered  Global  Security or for  maintaining,  supervising or reviewing any
records relating to those beneficial interests.

        We expect that the Depository for a Registered  Global  Security or its
nominee,  upon receipt of any payment of principal,  premium or interest,  will
immediately   credit   participants'   accounts   with   payments   in  amounts
proportionate to their respective  beneficial interests in the principal amount
of that  Registered  Global Security as shown on the records of that Depository
or its  nominee.  We also expect that  payments  by  participants  to owners of
beneficial  interests in that  Registered  Global  Security  held through those
participants will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers registered in
"street name", and will be the responsibility of those participants.


                                       9


        If the Depository for a Registered  Global Security  representing  debt
securities  of a  particular  series  is at any time  unwilling  or  unable  to
continue as Depository,  or if the Depository is no longer eligible to continue
as  Depository,  and a successor  Depository  is not  appointed by us within 90
days,  or if an Event of Default  described  in clauses (a) or (b) of the first
sentence under "Events of Default" below with respect to a particular series of
debt  securities  has  occurred  and is  continuing,  we will issue  Registered
Securities  of that series in definitive  form in exchange for that  Registered
Global  Security.  In addition,  we may at any time and in its sole  discretion
determine not to have the debt securities of a particular series represented by
one or more  Registered  Global  Securities  and,  in that  event,  will  issue
Registered  Securities of that series in definitive form in exchange for all of
the Registered Global Securities representing debt securities of that series.

DEBT SECURITIES IN DEFINITIVE FORM

        If  indicated  in  an  applicable  prospectus   supplement,   the  debt
securities may be issued in definitive form without coupons. Debt securities in
definitive form may be presented for exchange and for  registration of transfer
in the manner,  at the places and, subject to the restrictions set forth in the
Indenture and in the applicable prospectus supplement,  without service charge,
but upon payment of any taxes or other  governmental  charges due in connection
therewith. We have appointed the Trustee as Security Registrar. Debt securities
in  bearer  form  and  the  coupons  appertaining  thereto,  if  any,  will  be
transferable by delivery.

        Unless  otherwise  indicated in the applicable  prospectus  supplement,
payment of the principal of and any premium and interest on debt  securities in
definitive  form will be made at the  office or  agency of the  Trustee  at One
Liberty Plaza, New York, New York 10006, except that, at our option, payment of
any  interest  may be made (a) by check  mailed to the  address  of the  Person
entitled thereto as that Person's address will appear in the Security  Register
or (b) by wire transfer to an account maintained by the Person entitled thereto
as specified in the Security Register.

NEGATIVE PLEDGE

        The  Indenture  includes our covenant  that, so long as any of the debt
securities remain outstanding,  we will not, and will not permit any Subsidiary
to, create, assume or otherwise have outstanding any Security Interest,  except
for Permitted Encumbrances,  on or over its or their respective assets (present
or future)  securing any  Indebtedness  of any Person  without also at the same
time or prior to that time securing equally and ratably with other Indebtedness
all of the debt securities then Outstanding under the Indenture.

CERTAIN DEFINITIONS

        Set forth  below is a summary of certain of the  defined  terms used in
the Indenture.  Reference is made to the Indenture for the full  definitions of
all such terms.

        The term "CAPITAL LEASE  OBLIGATION"  means the obligation of a Person,
as lessee,  to pay rent or other amounts to the lessor under a lease of real or
personal  property  which is required to be  classified  and accounted for as a
capital lease on a consolidated balance sheet of such Person in accordance with
GAAP.

        The term  "CONSOLIDATED  NET TANGIBLE ASSETS" means the total amount of
assets on a  consolidated  basis (less  applicable  reserves and other properly
deductible items) after deducting therefrom:

        (a) all current  liabilities  (excluding any current  liabilities which
            are by their terms  extendible  or  renewable  at the option of the
            obligor  thereon to a time more than 12 months after the time as of
            which the amount thereof is being computed);

        (b) all goodwill,  trade names, trademarks,  patents,  unamortized debt
            discount  and expense and other like  intangibles  (and for greater
            certainty  does not  include  deferred  foreign  exchange  gains or
            losses on long-term monetary items); and

        (c) appropriate  adjustments on account of minority  interests of other
            Persons holding stock of our Subsidiaries,

all  as  set  forth  on  our  most  recent  quarterly  balance  sheet  and  our
consolidated Subsidiaries and computed in accordance with GAAP.


                                      10


     The term "CURRENT ASSETS" means current assets as determined in accordance
with GAAP.

     The term "FINANCIAL INSTRUMENT OBLIGATIONS" means obligations arising
under:

        (a) interest rate swap agreements,  forward rate agreements, floor, cap
            or  collar  agreements,  futures  or  options,  insurance  or other
            similar  agreements or  arrangements,  or any combination  thereof,
            entered  into by a Person of which the  subject  matter is interest
            rates or  pursuant  to which the  price,  value or  amount  payable
            thereunder is dependent or based upon interest rates in effect from
            time to time or  fluctuations in interest rates occurring from time
            to time;

        (b) currency  swap  agreements,   cross-currency  agreements,   forward
            agreements,  floor, cap or collar  agreements,  futures or options,
            insurance  or other  similar  agreements  or  arrangements,  or any
            combination thereof,  entered into by a Person of which the subject
            matter is currency  exchange  rates or pursuant to which the price,
            value or amount  payable  thereunder  is  dependent  or based  upon
            currency exchange rates in effect from time to time or fluctuations
            in currency exchange rates occurring from time to time; and

        (c) commodity  swap  or  hedging  agreements,   floor,  cap  or  collar
            agreements,   commodity   futures  or  options  or  other   similar
            agreements or  arrangements,  or any combination  thereof,  entered
            into  by a  Person  of  which  the  subject  matter  is one or more
            commodities or pursuant to which the price, value or amount payable
            thereunder  is  dependent  or based  upon the  price of one or more
            commodities  in  effect  from time to time or  fluctuations  in the
            price of one or more commodities occurring from time to time.

        The term "GAAP" means generally  accepted  accounting  principles which
are in effect from time to time in Canada.

        The  term  "INDEBTEDNESS"  means  at  any  time,  and  whether  or  not
contingent, all items of indebtedness in respect of any amounts borrowed which,
in accordance with GAAP,  would be recorded as indebtedness in the consolidated
financial   statements  of  Canadian  Natural  as  at  the  date  as  of  which
Indebtedness  is  to  be  determined,  and  in  any  event  including,  without
duplication  (i)  any  obligation  for  borrowed  money,  (ii)  any  obligation
evidenced by bonds, debentures, notes, guarantees or other similar instruments,
including, without limitation, any such obligations incurred in connection with
the  acquisition of property,  assets or  businesses,  (iii) any Purchase Money
Obligation,  (iv) any  reimbursement  obligation  with  respect  to  letters of
credit,  bankers' acceptances or similar facilities,  (v) any obligation issued
or assumed as the deferred  purchase  price of property or  services,  (vi) any
Capital  Lease  Obligation,  (vii) any  obligation to pay rent or other payment
amounts with respect to any Sale and Leaseback Transaction,  (viii) any payment
obligation under Financial Instrument Obligations at the time of determination,
(ix) any  indebtedness in respect of any amounts borrowed or any Purchase Money
Obligation  secured by any Security Interest existing on property owned subject
to such Security  Interest,  whether or not the  indebtedness or Purchase Money
Obligation  secured  thereby  shall  have  been  assumed  and  (x)  guarantees,
indemnities,  endorsements  (other  than  endorsements  for  collection  in the
ordinary  course of business)  or other  contingent  liabilities  in respect of
obligations of another Person for  indebtedness of that other Person in respect
of any amounts borrowed by that other Person.

        The term "PERMITTED ENCUMBRANCES" means any of the following:

        (a) any Security Interest existing as of the date of the first issuance
            by us of the debt securities issued pursuant to the Indenture;

        (b) any  Security  Interest  on  pipelines,  pumping  stations or other
            pipeline facilities,  drilling equipment,  production equipment and
            platforms; tank cars, tankers, barges, ships, trucks,  automobiles,
            airplanes  or  other  marine,  automotive,  aeronautical  or  other
            similar  moveable  facilities  or equipment,  computer  systems and
            associated programs; office equipment; weather stations; townsites;
            housing  facilities,  recreation  halls,  stores and other  related
            facilities;  gasification or natural gas liquefying  facilities and
            burning towers,  flares or stacks;  retail service  stations,  bulk
            plants,  storage  facilities,  terminals or warehouses;  or similar
            facilities  and  equipment  of  or  associated   with  any  of  the
            foregoing;  provided,  in each case, that such Security Interest is
            incurred  to finance  the  acquisition  of such  property or assets
            within 90 days after such  acquisition  and such Security  Interest
            shall  be  limited  to  the  specified  property  or  assets  being
            financed;


                                      11


        (c) (i)  any  Security  Interest  on  any  specific  properties  or any
            interest therein,  construction thereon or improvement thereto, and
            on any receivables,  inventory,  equipment, chattel paper, contract
            rights,   intangibles  and  other  assets,   rights  or  collateral
            specifically connected with such properties, incurred (A) to secure
            all or  any  part  of the  financing  for  acquisition,  surveying,
            exploration,   drilling,   extraction,    development,   operation,
            production, construction, alteration, repair or improvement of, in,
            under or on such  properties  and the plugging and  abandonment  of
            wells located thereon (it being understood that, in the case of oil
            and  natural  gas  producing   properties   (including   oil  sands
            properties),  or  any  interest  therein,  financing  incurred  for
            "development"  shall include financing  incurred for all facilities
            relating  to such  properties  or to  projects,  ventures  or other
            arrangements  of which such  properties form a part or which relate
            to such properties or interests), or (B) for acquiring ownership of
            any  Person  which  owns any such  property  or  interest  therein,
            provided that such Security Interest is limited to such property or
            such  interest  therein  owned  by any  such  Person;  and (ii) any
            Security  Interest on an oil and/or natural gas producing  property
            (including oil sands properties) to secure Indebtedness incurred in
            connection  with or necessarily  incidental to commitments  for the
            purchase or sale of, or the  transportation or distribution of, the
            products derived from such property;

        (d) any  Security  Interest in favor of Canadian  Natural or any of its
            wholly-owned Subsidiaries;

        (e) any Security Interest existing on the property of any Person at the
            time  such  Person  becomes a  Subsidiary,  or  arising  thereafter
            pursuant to contractual  commitments  entered into prior to and not
            in contemplation of such Person becoming a Subsidiary;

        (f) any  Security  Interest  on  property  of a Person  which  Security
            Interest  exists  at the  time  such  Person  is  merged  into,  or
            amalgamated or consolidated with, Canadian Natural or a Subsidiary,
            or such  property is  otherwise  acquired by Canadian  Natural or a
            Subsidiary,  provided  such  Security  Interest  does not extend to
            property owned by Canadian  Natural or such Subsidiary  immediately
            prior to such merger, amalgamation, consolidation or acquisition;

        (g) any Security  Interest on Current Assets securing any  Indebtedness
            to any bank or banks or other lending  institution or  institutions
            incurred in the ordinary  course of business and for the purpose of
            carrying on the same,  repayable  on demand or  maturing  within 12
            months of the date when such  Indebtedness  is incurred or the date
            of any renewal or extension thereof, provided that such security is
            given at the time that the Indebtedness is incurred;

        (h) any  Security  Interest  in  respect  of (i)  liens  for  taxes and
            assessments not at the time overdue or any liens securing workmen's
            compensation  assessments,  unemployment  insurance or other social
            security  obligations;  provided,  however, that if any such liens,
            duties or  assessments  are then overdue,  Canadian  Natural or the
            Subsidiary,  as the case may be, shall be  prosecuting an appeal or
            proceedings  for review with respect to which it shall have secured
            a stay in the enforcement of any such  obligations,  (ii) any liens
            for  specified  taxes and  assessments  which are  overdue  but the
            validity  of  which  is being  contested  at the  time by  Canadian
            Natural or the Subsidiary,  as the case may be, in good faith,  and
            with respect to which Canadian Natural or the Subsidiary shall have
            secured a stay of enforcement  thereof,  if  applicable,  (iii) any
            liens or rights of distress  reserved in or  exercisable  under any
            lease for rent and for  compliance  with the  terms of such  lease,
            (iv) any obligations or duties,  affecting the property of Canadian
            Natural  or  that  of  a   Subsidiary   to  any   municipality   or
            governmental,  statutory or public  authority,  with respect to any
            franchise, grant, license, lease or permit and any defects in title
            to structures or other facilities arising solely from the fact that
            such structures or facilities are constructed or installed on lands
            held  by  Canadian  Natural  or  the  Subsidiary  under  government
            permits,  licenses,  leases  or other  grants,  which  obligations,
            duties and defects in the  aggregate do not  materially  impair the
            use of such property,  structures or facilities for the purpose for
            which they are held by Canadian Natural or the Subsidiary,  (v) any
            deposits or liens in connection  with contracts,  bids,  tenders or
            expropriation  proceedings,   surety  or  appeal  bonds,  costs  of
            litigation when required by law, public and statutory  obligations,
            liens or claims  incidental  to  current  construction,  builders',
            mechanics', laborers', materialmen's, warehousemen's, carrier's and
            other similar  liens,  (vi) the right  reserved to or vested in any
            municipality  or  governmental  or other  public  authority  by any
            statutory  provision  or  by  the  terms  of  any  lease,  license,
            franchise, grant or permit, that affects any land, to terminate any
            such  lease,  license,  franchise,  grant or permit  or to  require
            annual or other periodic payments as a condition to the continuance
            thereof, (vii) any Security Interest the validity of which is being


                                      12


            contested at the time by Canadian  Natural or a Subsidiary  in good
            faith or payment of which has been provided for by deposit with the
            Trustee  of an amount in cash  sufficient  to pay the same in full,
            (viii) any  easements,  rights-of-way  and  servitudes  (including,
            without  in any  way  limiting  the  generality  of the  foregoing,
            easements,  rights-of-way  and  servitudes  for  railways,  sewers,
            dykes, drains,  pipelines,  natural gas and water mains or electric
            light and power or  telephone  conduits,  poles,  wires and cables)
            that, in the opinion of Canadian Natural, will not in the aggregate
            materially  and  adversely  impair  the use or  value  of the  land
            concerned for the purpose for which it is held by Canadian  Natural
            or the  Subsidiary,  as the case may be,  (ix)  any  security  to a
            public utility or any  municipality or governmental or other public
            authority  when  required  by such  utility or other  authority  in
            connection   with  the  operations  of  Canadian   Natural  or  the
            Subsidiary,  as the case may be,  and (x) any liens and  privileges
            arising out of judgments  or awards with respect to which  Canadian
            Natural  or the  Subsidiary  shall  be  prosecuting  an  appeal  or
            proceedings  for  review  and with  respect  to which it shall have
            secured a stay of execution  pending such appeal or proceedings for
            review;

        (i) any Security Interest arising under partnership agreements, oil and
            natural  gas leases,  overriding  royalty  agreements,  net profits
            agreements,    production   payment   agreements,   royalty   trust
            agreements,   master  limited  partnership   agreements,   farm-out
            agreements,  division  orders,  contracts  for the sale,  purchase,
            exchange,  transportation,  gathering or processing of oil, natural
            gas or other hydrocarbons or by-product  thereof,  unitizations and
            pooling   designations,   declarations,   orders  and   agreements,
            development  agreements,  operating  agreements,  production  sales
            contracts  (including security in respect of take or pay or similar
            obligations  thereunder),   area  of  mutual  interest  agreements,
            natural gas balancing or deferred production agreements, injection,
            repressuring and recycling agreements, salt water or other disposal
            agreements,  seismic or geophysical permits or agreements, which in
            each of the foregoing cases is customary in the oil and natural gas
            business,  and other  agreements which are customary in the oil and
            natural gas business,  provided in all instances that such Security
            Interest  is  limited  to the  assets  that are the  subject of the
            relevant agreement;

        (j) any Security Interest on cash or marketable  securities of Canadian
            Natural  or any  Subsidiary  granted  in  the  ordinary  course  of
            business in connection with Financial Instrument Obligations;

        (k) any Security Interest in respect of the sale (including any forward
            sale) or other transfer, in the ordinary course of business, of (i)
            oil,  natural gas, other  hydrocarbons  or by-product  thereof,  or
            other minerals,  whether in place or when produced, for a period of
            time until,  or in an amount such that,  the purchaser will realize
            therefrom a specified  amount of money  (however  determined)  or a
            specified  amount of such minerals and (ii) any other  interests in
            property  of a  character  commonly  referred  to as a  "production
            payment";

        (l) any extension,  renewal,  alteration or replacement  (or successive
            extensions,  renewals,  alterations or replacements) in whole or in
            part, of any Security Interest referred to in the foregoing clauses
            (a) through (k) inclusive, provided the principal amount thereof is
            not increased and provided that such extension, renewal, alteration
            or replacement shall be limited to all or a part of the property or
            other  assets  which  secured the  Security  Interest so  extended,
            renewed, altered or replaced (plus improvements on such property or
            other assets); and

        (m) any  Security   Interests   that  would   otherwise  be  prohibited
            (including any  extensions,  renewals,  alterations or replacements
            thereof) provided that the aggregate  Indebtedness  outstanding and
            secured under this clause (m) does not  (calculated  at the time of
            the granting of the Security Interest) exceed an amount equal to 10
            percent of Consolidated Net Tangible Assets.

        The term "PERSON" means any individual,  corporation, limited liability
company, partnership,  association,  joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

        The term  "PURCHASE  MONEY  OBLIGATION"  means any monetary  obligation
created or assumed as part of the purchase  price of real or tangible  personal
property, whether or not secured, any extensions, renewals or refundings of any
such  obligation,  provided that the principal amount of such obligation on the
date of such  extension,  renewal or  refunding  is not  increased  and further
provided that any security given in respect of such obligation shall not extend


                                      13


to any property other than the property  acquired in connection with which such
obligation was created or assumed and fixed  improvements,  if any,  thereto or
erected or constructed thereon.

        The term "SALE AND LEASEBACK  TRANSACTION" means any direct or indirect
arrangement (excluding,  however, any such arrangement between Canadian Natural
and a  Subsidiary  or  between  one or more  Subsidiaries)  pursuant  to  which
property  is sold  or  transferred  and is  thereafter  leased  back  from  the
purchaser or transferee thereof.

        The  term  "SECURITY   INTEREST"  means  any  security  by  way  of  an
assignment,  mortgage,  charge,  pledge,  lien,  encumbrance,  title  retention
agreement or other security interest whatsoever,  howsoever created or arising,
whether absolute or contingent,  fixed or floating,  perfected or not; however,
for  purposes  of the  "Negative  Pledge"  covenant  only,  such term shall not
include  any  encumbrance  that may be  deemed  to arise  solely as a result of
entering into an agreement,  not in violation of the terms of the Indenture, to
sell or otherwise transfer assets or property.

        The term  "SHAREHOLDERS'  EQUITY" means, with respect to any Person, at
any date, the aggregate of the Dollar amount of outstanding share capital,  the
amount,  without duplication,  of any surplus,  whether contributed or capital,
and retained earnings,  subject to any currency translation adjustment,  all as
set forth in such Person's most recent annual consolidated balance sheet.

        The term "SIGNIFICANT SUBSIDIARY" means a Subsidiary that constitutes a
"significant  subsidiary"  as  defined  in Rule 1-02 of  Regulation  S-X of the
Exchange Act.

        The term  "SUBSIDIARY"  means any  corporation or other Person of which
there are owned,  directly or indirectly,  by or for Canadian  Natural or by or
for any  corporation  or other  Person in like  relation to  Canadian  Natural,
Voting Shares or other interests  which, in the aggregate,  entitle the holders
thereof  to cast more  than 50  percent  of the votes  which may be cast by the
holders of all outstanding Voting Shares of such first mentioned corporation or
other  Person for the election of its  directors  or, in the case of any Person
which is not a  corporation,  Persons having similar powers or (if there are no
such persons) entitle the holders thereof to more than 50 percent of the income
or capital  interests  (however called) thereon and includes any corporation in
like  relation  to a  Subsidiary;  provided,  however,  that such term will not
include, for purposes of the "Negative Pledge" covenant only, any Subsidiary if
the  assets  of the  Subsidiary  do  not  at  the  time  exceed  2  percent  of
Consolidated Net Tangible Assets.

        The term "VOTING  SHARES" means shares of capital stock of any class of
a  corporation  and other  interests  of any  other  Persons  having  under all
circumstances  the  right to vote for the  election  of the  directors  of such
corporation  or in the case of any Person which is not a  corporation,  Persons
having  similar  powers  or (if there are no such  Persons)  income or  capital
interests (however called),  provided that, for the purpose of this definition,
shares or other interests which only carry the right to vote  conditionally  on
the happening of an event shall not be considered  Voting Shares whether or not
such event shall have happened.

EVENTS OF DEFAULT

        The occurrence of any of the following  events with respect to the debt
securities of any series will  constitute an "Event of Default" with respect to
the debt securities of that series:

        (a) default  by  Canadian  Natural in payment of all or any part of the
            principal  of any of the debt  securities  of that  series when the
            same becomes due under any  provision of the  Indenture or of those
            debt securities;

        (b) default by Canadian  Natural in payment of any  interest due on any
            of the debt securities of that series, or Additional Amounts on any
            of the debt  securities  of that  series  when they  become due and
            payable, and continuance of that default for a period of 30 days;

        (c) default by Canadian  Natural in observing or performing  any of the
            covenants   described   below   under    "Consolidation,    Merger,
            Amalgamation and Sale of Assets";

        (d) default by Canadian Natural in observing or performing any other of
            its  covenants or  conditions  contained in the Indenture or in the
            debt  securities of that series and continuance of that default for
            a  period  of 60 days  after  written  notice  as  provided  in the
            Indenture;


                                      14


        (e) default by  Canadian  Natural or any  Subsidiary  in payment of the
            principal of, premium,  if any, or interest on any Indebtedness for
            borrowed money having an outstanding  principal amount in excess of
            the  greater  of $75  million  and 2 percent  of the  Shareholders'
            Equity of Canadian  Natural in the aggregate at the time of default
            or default in the  performance  of any other  covenant  of Canadian
            Natural or any Subsidiary  contained in any instrument  under which
            that indebtedness is created or issued and the holders thereof,  or
            a trustee, if any, for those holders,  declare that indebtedness to
            be  due  and  payable  prior  to  the  stated  maturities  of  that
            indebtedness  ("accelerated  indebtedness"),  and such acceleration
            shall not be  rescinded or  annulled,  or such  default  under such
            instrument  shall not be remedied  or cured,  whether by payment or
            otherwise, or waived by the holders of such indebtedness,  provided
            that if such accelerated  indebtedness is the result of an event of
            default  which is not  related to the failure to pay  principal  or
            interest on the terms, at the times and on the conditions set forth
            in such  instrument,  it will not be considered an Event of Default
            under this clause (e) until 15 days after such acceleration;

        (f) certain events of bankruptcy,  insolvency,  winding up, liquidation
            or  dissolution  relating  to Canadian  Natural or any  Significant
            Subsidiary;

        (g) the  taking  or entry  of  certain  judgments  or  decrees  against
            Canadian  Natural  or any  Subsidiary  for the  payment of money in
            excess  of  the  greater  of  $75  million  and 2  percent  of  the
            Shareholders'  Equity of  Canadian  Natural  in the  aggregate,  if
            Canadian Natural or such  Subsidiary,  as the case may be, fails to
            file an appeal or, if Canadian Natural or such  Subsidiary,  as the
            case may be,  does file an appeal,  that  judgment or decree is not
            and does not remain  vacated,  discharged  or stayed as provided in
            the Indenture; or

        (h) any other Event of Default provided with respect to debt securities
            of that series.

        If an Event of Default  described in clause (a) or (b) above occurs and
is  continuing  with  respect  to debt  securities  of any  series,  unless the
principal  of all of the debt  securities  of that  series  shall have  already
become due and  payable,  the Trustee  may, in its  discretion,  and shall upon
request in writing made by the Holders of not less than 25 percent in aggregate
principal  amount  of the debt  securities  of that  series  then  Outstanding,
declare the principal of (and premium,  if any, on) all the debt  securities of
that series then  Outstanding  and the interest  accrued  thereon and all other
money,  if any, owing under the provisions of the Indenture in respect of those
debt  securities to be due and payable  immediately  on demand.  If an Event of
Default  described  in clause (d) or (h) above  occurs and is  continuing  with
respect to the debt  securities of one or more series,  unless the principal of
all of the debt securities of the affected series shall have already become due
and  payable,  the Trustee  may, in its  discretion,  and shall upon request in
writing made by the Holders of not less than 25 percent in aggregate  principal
amount of the debt  securities  of all such  affected  series then  Outstanding
(voting as one class),  declare the principal of (and premium,  if any, on) all
the  debt  securities  of all the  affected  series  then  Outstanding  and the
interest  accrued  thereon  and all  other  money,  if  any,  owing  under  the
provisions of the  Indenture in respect of those debt  securities to be due and
payable  immediately on demand. If an Event of Default described in clause (c),
(e), (f) or (g) above  occurs and is  continuing,  unless the  principal of all
debt securities then Outstanding shall have already become due and payable, the
Trustee may, in its  discretion,  and shall upon request in writing made by the
Holders of not less than 25 percent in  aggregate  principal  amount of all the
debt securities then Outstanding  (voting as one class),  declare the principal
of (and premium,  if any, on) all the debt securities then  Outstanding and the
interest  accrued  thereon  and all  other  money,  if  any,  owing  under  the
provisions of the  Indenture in respect of those debt  securities to be due and
payable immediately on demand.

        Upon certain conditions,  any declaration of this kind may be cancelled
if all  Events of Default  with  respect  to the debt  securities  of all those
affected series then Outstanding shall have been cured or waived as provided in
the Indenture by the Holders of not less than a majority in aggregate principal
amount of the debt securities of the affected series then  Outstanding  (voting
as one class,  except in the case of Events of Default described in clauses (a)
and (b) of the first  sentence  of the  preceding  paragraph,  as to which each
series so  affected  will vote as a  separate  class).  See  "Modification  and
Waiver"  below.  Reference is made to the applicable  prospectus  supplement or
supplements  relating to any series of Original Issue  Discount  Securities for
the  particular  provisions  relating to the  acceleration  of a portion of the
principal  amount thereof upon the  occurrence  and  continuance of an Event of
Default with respect thereto.

        The Indenture  provides that the Trustee will be under no obligation to
exercise  any of its rights or powers  under the  Indenture  at the  request or
direction  of the  Holders,  unless those  Holders  shall have  provided to the


                                      15


Trustee  reasonable  indemnity.  Subject to those  provisions for indemnity and
certain other limitations contained in the Indenture, the Holders of a majority
in aggregate  principal  amount of the debt  securities of all affected  series
then Outstanding  (voting as one class) will have the right to direct the time,
method and place of conducting any  proceeding for any remedy  available to the
Trustee,  or  exercising  any trust or power  conferred  on the  Trustee,  with
respect to the debt securities of those affected series.

        The  Indenture  provides  that no Holder of the debt  securities of any
series will have any right to  institute  any  proceeding  with  respect to the
Indenture  or for any  remedy  thereunder,  unless (a) that  Holder  shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to the debt securities of that series, (b) the Holders of not less
than 25 percent in aggregate  principal  amount of the debt  securities  of all
affected series then Outstanding  (voting as one class) shall have made written
request,  and provided reasonable  indemnity,  to the Trustee to institute that
proceeding,  (c) the Trustee  shall have failed to  institute  that  proceeding
within 60 days after that notification,  request and offer of indemnity and (d)
the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the debt securities of all affected series then Outstanding
(voting as one class) a direction inconsistent with that request during such 60
day period.  However, the Holder of any Security will have an absolute right to
receive  payment of the  principal  of and any  premium  and  interest  on that
Security on or after the due dates  expressed in that Security and to institute
suit for the  enforcement  of any of these  payments.  The  Indenture  requires
Canadian Natural to furnish to the Trustee annually an Officers' Certificate as
to the  compliance by Canadian  Natural with certain  covenants,  conditions or
other  requirements  contained in the  Indenture  and as to any  non-compliance
therewith.

        The  Indenture  provides  that the Trustee may  withhold  notice to the
Holders of the debt  securities of one or more series of any default  affecting
those series (except defaults as to payment of principal or interest) if it, in
good faith,  considers  that  withholding  to be in the best  interests  of the
Holders of the debt securities of those series.

CONSOLIDATION, MERGER, AMALGAMATION AND SALE OF ASSETS

        Canadian  Natural shall not enter into any transaction  (whether by way
of reorganization,  reconstruction, consolidation, amalgamation, merger, lease,
transfer,  sale or otherwise)  whereby all or  substantially  all of its assets
would  become the property of any other  Person (the  "Successor  Corporation")
unless (a) the Successor Corporation shall, prior to or contemporaneously  with
the  consummation of that  transaction,  execute those  instruments,  which may
include a supplemental indenture,  and do those things as shall be necessary or
advisable to establish that upon the  consummation of that  transaction (i) the
Successor Corporation will have assumed all of the covenants and obligations of
Canadian Natural under the Indenture in respect of the debt securities of every
series,  and (ii) the debt securities of every series will be valid and binding
obligations  of the Successor  Corporation  entitling the Holders  thereof,  as
against  the  Successor  Corporation,  to all the  rights  of  Holders  of debt
securities under the Indenture; (b) the Successor Corporation is a corporation,
partnership,  or trust organized and validly  existing under the laws of Canada
or any  province  thereof or of the  United  States,  any state  thereof or the
District of Columbia, (c) Canadian Natural has delivered to the Trustee, within
60 days  thereof,  an  Officer's  Certificate  and an Opinion  of Counsel  each
stating that such transaction and such supplemental  indenture comply with this
covenant  and  all  conditions  precedent  to  Section  7.1  relating  to  such
transaction  have been  complied  with,  and (d)  immediately  before and after
giving  effect to such  transaction,  no Event of Default,  and no event which,
after notice or lapse of time or both, would become an Event of Default,  shall
have occurred and be continuing.

ADDITIONAL AMOUNTS

        Unless otherwise specified in the applicable prospectus supplement, all
payments made by Canadian  Natural under or with respect to the debt securities
will be made free and clear of and without  withholding  or deduction for or on
account of any present or future tax, duty, levy,  impost,  assessment or other
governmental  charge  (including  penalties,  interest  and  other  liabilities
related  thereto) imposed or levied by or on behalf of the Government of Canada
or of any province or territory  thereof or by any authority or agency  therein
or thereof having power to tax (hereinafter "Canadian Taxes"),  unless Canadian
Natural is  required  to  withhold  or deduct  Canadian  Taxes by law or by the
interpretation or administration thereof. If Canadian Natural is so required to
withhold  or deduct any amount  for or on  account of  Canadian  Taxes from any
payment made under or with  respect to the debt  securities,  Canadian  Natural
will  pay to  each  Holder  as  additional  interest  such  additional  amounts
("Additional  Amounts") as may be necessary so that the net amount  received by
each Holder  after such  withholding  or  deduction  (and after  deducting  any
Canadian Taxes on such Additional Amounts) will not be less than the amount the


                                      16


Holder  would have  received if such  Canadian  Taxes had not been  withheld or
deducted.  However,  no  Additional  Amounts  will be payable with respect to a
payment made to a Holder (such Holder, an "Excluded  Holder") in respect of the
beneficial owner thereof:

        (a) with which  Canadian  Natural does not deal at arm's length (within
            the meaning of the INCOME TAX ACT  (Canada))  at the time of making
            such payment;

        (b) which is  subject  to such  Canadian  Taxes by reason of the Holder
            being a resident,  domicile or national  of, or engaged in business
            or maintaining a permanent establishment or other physical presence
            in or otherwise  having some connection with Canada or any province
            or  territory  thereof  otherwise  than by the mere holding of debt
            securities or the receipt of payments thereunder; or

        (c) which is subject to such  Canadian  Taxes by reason of the Holder's
            failure   to  comply   with  any   certification,   identification,
            information,  documentation  or  other  reporting  requirements  if
            compliance is required by law, regulation,  administrative practice
            or an applicable  treaty as a precondition  to exemption from, or a
            reduction in the rate of deduction or withholding of, such Canadian
            Taxes.

        Canadian Natural will also:

        (a) make such withholding or deduction; and

        (b) remit  the  full  amount  deducted  or  withheld  to  the  relevant
            authority in accordance with applicable law.

        Canadian  Natural will  furnish to the Holders of the debt  securities,
within 60 days after the date the payment of any Canadian Taxes is due pursuant
to  applicable  law,  certified  copies  of tax  receipts  or  other  documents
evidencing such payment by Canadian Natural.

        Canadian  Natural will  indemnify  and hold harmless each Holder (other
than an Excluded  Holder) and upon written  request  reimburse each such Holder
for the amount of:

        (a) any Canadian  Taxes so levied or imposed and paid by such Holder as
            a  result  of  payments  made  under  or with  respect  to the debt
            securities;

        (b) any liability (including penalties,  interest and expenses) arising
            therefrom or with respect thereto; and

        (c) any Canadian Taxes imposed with respect to any reimbursement  under
            clause (i) or (ii) above,  but excluding any such Canadian Taxes on
            such Holder's net income.

        Wherever in the  Indenture  there is  mentioned,  in any  context,  the
payment of  principal  (and  premium,  if any),  interest  or any other  amount
payable  under or with respect to a Security,  such mention  shall be deemed to
include  mention of the payment of  Additional  Amounts to the extent that,  in
such  context,  Additional  Amounts  are,  were or would be  payable in respect
thereof.

TAX REDEMPTION

        The debt securities will be subject to redemption in whole,  but not in
part, at the option of Canadian  Natural,  at any time, on not less than 30 nor
more than 60 days prior written notice, at 100 percent of the principal amount,
together with accrued  interest  thereon to the  redemption  date, in the event
that we have become or would become obligated to pay, on the next date on which
any amount would be payable with respect to the debt securities, any Additional
Amounts as a result of an  amendment  to or change in the laws  (including  any
regulations  promulgated thereunder) of Canada (or any political subdivision or
taxing  authority  thereof or  therein),  or any  amendment to or change in any
official  position  regarding the application or interpretation of such laws or
regulations,  which change is  announced  or becomes  effective on or after the
date of this prospectus.

MODIFICATION AND WAIVER

        The Indenture  permits  Canadian  Natural and the Trustee to enter into
supplemental  indentures  without  the  consent  of the  Holders  of  the  debt
securities  to, among other  things:  (a) secure the debt  securities of one or


                                      17


more series,  (b) evidence  the  assumption  by the  Successor  Corporation  of
Canadian  Natural's  covenants and obligations under the Indenture and the debt
securities  then  Outstanding,  (c) add  covenants or Events of Default for the
benefit of the Holders of one or more series of the debt  securities,  (d) cure
any ambiguity or correct or supplement any defective provision in the Indenture
which correction will not be prejudicial to the interests of the Holders of the
debt securities, (e) establish the form and terms of the debt securities of any
series, (f) evidence the acceptance of appointment by a successor Trustee,  (g)
to comply with any  requirements of the SEC in order to effect and maintain the
qualification  of the  Indenture  under the  Trust  Indenture  Act of 1939,  as
amended, (h) to supplement any of the provisions of the Indenture to the extent
necessary to permit or  facilitate  defeasance  and  discharge of any series of
debt securities,  provided, however, such action shall not adversely affect the
interests of the Holders of any debt  securities in any material  respect,  and
(i) make any other modifications which will not be prejudicial to the interests
of the Holders of the debt securities.

        The Indenture also permits Canadian  Natural and the Trustee,  with the
consent of the Holders of a majority in aggregate  principal amount of the debt
securities of each series then  Outstanding and affected (voting as one class),
to add any  provisions  to,  or change in any  manner or  eliminate  any of the
provisions  of, the Indenture or modify in any manner the rights of the Holders
of the debt securities of each such affected series;  provided,  however,  that
Canadian  Natural  and the Trustee may not,  among  other  things,  without the
consent of the Holder of each Security then  Outstanding and affected  thereby:
(a) change the Stated  Maturity of the principal  amount of, or any installment
of the principal of or the interest on, that Security, (b) reduce the principal
amount of or the rate of interest on or any premium payable upon the redemption
of that  Security,  (c) reduce the amount of  principal  of an  Original  Issue
Discount Security payable upon acceleration of the Maturity thereof, (d) change
the place or currency of payment of the principal of or any premium or interest
on that Security, (e) impair the right to institute suit for the enforcement of
payment  of this kind with  respect  to that  Security  on or after the  Stated
Maturity  thereof,  (f)  reduce  the  percentage  in  principal  amount  of the
Outstanding  Securities of the affected series, the consent of whose Holders is
required for modification or amendment of the Indenture, or for any waiver with
respect  to  defaults,   breaches,   Events  of  Default  or   declarations  of
acceleration,  (g)  change  the  time at  which  any  Security  may or shall be
redeemable or repayable,  (h) change any obligation of Canadian  Natural to pay
additional  amounts  provided  for  pursuant  to the  Indenture,  with  certain
exceptions, or (i) modify any provisions of the Indenture relating to modifying
or amending the Indenture or the waiving of past  defaults or covenants  except
as otherwise specified in the Indenture.

        Prior to the acceleration of the Maturity of any debt  securities,  the
Holders of a majority in aggregate  principal  amount of the debt securities of
all series at the time Outstanding with respect to which a default or breach or
an Event of Default shall have occurred and be continuing (voting as one class)
may on behalf of the Holders of all such  affected  debt  securities  waive any
past  default  or breach or Event of  Default  and its  consequences,  except a
default in the  payment of the  principal  of or  premium  or  interest  on any
Security  of any series or an Event of  Default  in  respect  of a covenant  or
provision  of the  Indenture  or of any  Security  which  cannot be modified or
amended without the consent of the Holder of each Security affected.

DEFEASANCE AND COVENANT DEFEASANCE

        Unless otherwise specified in the applicable prospectus supplement, the
Indenture  provides that, at the option of Canadian  Natural,  Canadian Natural
will be  discharged  from  any and all  obligations  with  respect  to the debt
securities  of any series  (except for  certain  obligations  to  register  the
transfer  or  exchange  of the  debt  securities  of that  series,  to  replace
mutilated,  destroyed,  lost or  stolen  debt  securities  of that  series,  to
maintain  paying  agencies,  to  compensate  and  indemnify  the Trustee and to
maintain  the  trust and  payments  under  the  trust  described  below and the
defeasance  provisions of the Indenture)  (hereinafter  called a  "defeasance")
upon the  irrevocable  deposit with the  Trustee,  in trust,  of money,  and/or
Government  Obligations which, through the payment of the principal thereof and
the interest thereon in accordance with their terms,  will provide money, in an
amount  sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
independent chartered accountants,  to pay all the principal of and any premium
and interest on the debt  securities  of that series on the Stated  Maturity of
those  payments in  accordance  with the terms of the debt  securities  of that
series.  Such a defeasance  may be effected  only if, among other  things,  (i)
Canadian  Natural  has  delivered  to the  Trustee an Opinion of Counsel in the
United States (who may be counsel for Canadian  Natural)  stating that Canadian
Natural has received from, or there has been published by, the Internal Revenue
Service a ruling,  since the date of the Indenture,  or there has been a change
in the applicable  laws or  regulations,  in either case to the effect that the
Holders of the debt securities of that series will not recognize  income,  gain
or loss for  United  States  federal  income tax  purposes  as a result of that


                                      18


defeasance  and will be subject to United States federal income tax on the same
amounts,  in the same  manner and at the same times as would have been the case
if that defeasance had not occurred, and (ii) Canadian Natural has delivered to
the Trustee an Opinion of Counsel in Canada  (who may be counsel  for  Canadian
Natural) or a ruling from the Canada  Customs and Revenue  Agency to the effect
that the  Holders of the debt  securities  of that  series  will not  recognize
income,  gain or loss  for  Canadian  federal  or  provincial  income  or other
Canadian  tax  purposes as a result of that  defeasance  and will be subject to
Canadian  federal  or  provincial  income  and other  Canadian  tax  (including
withholding tax) on the same amounts,  in the same manner and at the same times
as would have been the case if that  defeasance  had not occurred  (and for the
purposes of such opinion,  such  Canadian  counsel shall assume that Holders of
the debt  securities  include  holders  who are not  resident  in  Canada).  In
addition,  Canadian  Natural may also obtain a discharge of the Indenture  with
respect to the debt  securities  of all series  issued  under the  Indenture by
depositing  with the  Trustee,  in trust,  an  amount  of money and  government
securities  as  shall  be  sufficient  to  pay,  at  Stated  Maturity  or  upon
redemption,  all of those debt securities,  provided that those debt securities
are by their  terms to  become  due and  payable  within  one year or are to be
called for redemption within one year.

        The Indenture  also  provides that Canadian  Natural may omit to comply
with the restrictive  covenants  described under the caption  "Negative Pledge"
and certain other covenants and no Event of Default shall arise with respect to
the debt  securities  of that  series  by  reason  of this  failure  to  comply
(hereinafter called a "covenant defeasance"), upon the irrevocable deposit with
the Trustee,  in trust, of money and/or Government  Obligations which,  through
the payment of the  principal  thereof and the interest  thereon in  accordance
with their terms, will provide money, in an amount  sufficient,  in the opinion
of a nationally  recognized firm of independent chartered  accountants,  to pay
all the  principal  of and any premium and interest on the debt  securities  of
that series on the Stated  Maturity of those  payments in  accordance  with the
terms  of  the  debt  securities  of  that  series.  Canadian  Natural's  other
obligations  with respect to the debt securities of that series would remain in
full force and effect.  A covenant  defeasance  may be effected  only if, among
other things,  (i) Canadian  Natural has delivered to the Trustee an Opinion of
Counsel in the United  States (who may be counsel for Canadian  Natural) to the
effect that the Holders of debt  securities  of that series will not  recognize
income,  gain or loss for United States federal income tax purposes as a result
of the covenant  defeasance and will be subject to United States federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if that covenant  defeasance had not occurred,  and (ii) Canadian
Natural has  delivered  to the Trustee an Opinion of Counsel in Canada (who may
be counsel  for  Canadian  Natural)  or a ruling  from the Canada  Customs  and
Revenue  Agency to the effect that the Holders of the debt  securities  of that
series  will  not  recognize  income,  gain or loss  for  Canadian  federal  or
provincial  income or other  Canadian tax purposes as a result of that covenant
defeasance  and will be subject to Canadian  federal or  provincial  income and
other Canadian tax (including withholding tax) on the same amounts, in the same
manner  and at the  same  times as would  have  been the case if that  covenant
defeasance  had not  occurred  (and  for the  purposes  of such  opinion,  such
Canadian  counsel  shall  assume that  Holders of the debt  securities  include
holders who are not resident in Canada).

        In the event that  Canadian  Natural  exercises  its option to effect a
covenant  defeasance  with respect to the debt securities of any series and the
debt securities of that series are thereafter  declared due and payable because
of the  occurrence  of  another  Event of  Default,  the  amount  of money  and
securities on deposit with the Trustee would be sufficient, in the opinion of a
nationally  recognized firm of independent  chartered  accountants,  to pay the
amounts due on the debt  securities of that series at their  respective  Stated
Maturities,  but  may  not  be  sufficient,  in  the  opinion  of a  nationally
recognized firm of independent chartered accountants, to pay the amounts due on
the debt  securities of that series at the time of the  acceleration  resulting
from that Event of Default.  However,  Canadian Natural would remain liable for
this deficiency.

PROVISION OF FINANCIAL INFORMATION

        We will file with the  Trustee,  within 15 days after we file them with
the SEC,  copies of our annual report and other  information (or copies of such
portions  of any of the  foregoing  as the SEC  may by  rules  and  regulations
prescribe) which we are required to file with the SEC pursuant to Section 13 or
15(d) of the  Exchange  Act.  Notwithstanding  that we may not be  required  to
remain  subject  to the  reporting  requirements  of Section 13 or 15(d) of the
Exchange  Act or  otherwise  report on an annual and  quarterly  basis on forms
provided  for such  annual  and  quarterly  reporting  pursuant  to  rules  and
regulations promulgated by the SEC, we will continue to provide the Trustee (i)
within 140 days after the end of each fiscal year, the information  required to
be contained in annual  reports on Form 20-F or Form 40-F as applicable (or any
successor  form)  and (ii)  within  60 days  after the end of each of the first


                                      19


three  fiscal  quarters of each fiscal  year,  the  information  required to be
contained in reports on Form 6-K (or any successor form), which,  regardless of
applicable  requirements  shall,  at a  minimum,  consist  of such  information
required to be  provided  in  quarterly  and annual  reports  under the laws of
Canada or any  province  thereof  to  security  holders of a  corporation  with
securities  listed  on  the  TSX  Inc.,  whether  nor  not we  have  any or our
securities  listed on such  exchange.  Such  information  will be  prepared  in
accordance with Canadian disclosure requirements and Canadian GAAP.

RESIGNATION OF TRUSTEE

        The Trustee may resign or be removed with respect to one or more series
of debt securities and a successor Trustee may be appointed to act with respect
to such  series.  In the event that two or more  persons  are acting as Trustee
with respect to different series of debt securities, each such Trustee shall be
a Trustee  of a trust  under the  Indenture  separate  and apart from the trust
administered by any other such Trustee,  and any action  described herein to be
taken by the  "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of debt  securities  for which
it is Trustee.

PAYMENT AND PAYING AGENTS

        Unless  otherwise  provided in the  applicable  prospectus  supplement,
principal,  premium,  if any, and interest,  if any, on debt securities will be
payable  at an office or agency of the  Trustee in New York,  New York,  except
that at our option  interest,  if any,  may be paid (i) by check  mailed to the
address of the Person  entitled  thereto as such  address  shall  appear in the
Security  Register or (ii) by wire transfer to an account located in the United
States  maintained by the Person entitled  thereto as specified in the Security
Register.  Unless otherwise provided in the applicable  prospectus  supplement,
payment of any  instalment of interest on debt  securities  will be made to the
Person in whose name such debt  security is registered at the close of business
on the Regular Record Date for such interest.

        Any Paying Agents outside the United States and any other Paying Agents
in the United States initially designated by us for the debt securities will be
named in the  applicable  prospectus  supplement.  We may at any time designate
additional  Paying  Agents or rescind the  designation  of any Paying  Agent or
approve a change in the office through which any Paying Agent acts, except that
we will be  required  to  maintain a Paying  Agent in each Place of Payment for
such series.

CONSENT TO SERVICE AND JURISDICTION

        We have designated CT Corporation  System,  111-8th Avenue, 13th Floor,
New York, New York 10011 as our authorized  agent for service of process in the
United States in any action,  suit or proceeding  arising out of or relating to
the  Indenture  or the debt  securities.  Any such action may be brought in any
Federal court (or, if such court refuses to take jurisdiction,  in any New York
state court)  located in the Borough of  Manhattan in The City of New York,  or
brought under United States federal or state  securities laws or brought by the
Trustee, and Canadian Natural has irrevocably  submitted to the jurisdiction of
such courts.

GOVERNING LAW

        The Indenture and the debt securities will be governed by and construed
in accordance with the laws of the State of New York.

ENFORCEABILITY OF JUDGMENTS

        Since a significant portion of all of our assets, as well as the assets
of a number of our directors and officers,  are outside the United States,  any
judgment  obtained in the United States  against us or certain of our directors
or officers,  including  judgments  with respect to the payment of principal on
any debt securities, may not be collectible within the United States.

        We have  been  informed  by  Parlee  McLaws  LLP  that  the laws of the
Province of Alberta and the federal laws of Canada applicable therein permit an
action to be brought in a court of  competent  jurisdiction  in the Province of
Alberta on any final and  conclusive  judgment  in  PERSONAM  of any federal or


                                      20


state court  located in the State of New York (a "New York Court")  against us,
which judgment is subsisting and  unsatisfied for a sum certain with respect to
enforceability of the Indenture and the debt securities that is not impeachable
as void or voidable or otherwise effective under the internal laws of the State
of New York if (i) the New York Court rendering such judgment had  jurisdiction
over the  judgment  debtor,  as  recognized  by the courts of the  Province  of
Alberta (and  submission by us in the Indenture to the  jurisdiction of the New
York  Court  will be  sufficient  for that  purpose  with  respect  to the debt
securities),  (ii) the judgment  debtor was properly  served in connection with
any action  leading to such  judgment,  (iii) such judgment was not obtained by
fraud or in a manner contrary to natural  justice and the  enforcement  thereof
would not be  inconsistent  with public  policy,  as such terms are  understood
under the laws of the Province of Alberta and  enforcement  thereof will not be
contrary to any order made by the Attorney  General of Canada under the FOREIGN
EXTRATERRITORIAL MEASURES ACT (Canada) or by the Competition Tribunal under the
COMPETITION  ACT (Canada),  (iv) the  enforcement of such judgment would not be
contrary  to the  laws of  general  application  limiting  the  enforcement  of
creditors' rights including any other rule of law, whether equitable,  legal or
statutory, bankruptcy,  reorganization, winding up, moratorium and similar laws
and does not  constitute,  directly or indirectly,  the  enforcement of foreign
revenue, expropriatory, penal or public laws in the Province of Alberta, (v) no
new  admissible  evidence  relevant  to the action is  discovered  prior to the
rendering  of judgment by the court in the Province of Alberta,  (vi)  interest
payable on the debt securities is not  characterized by a court in the Province
of Alberta as interest payable at a criminal rate within the meaning of section
347 of the CRIMINAL CODE (Canada) and (vii) the action to enforce such judgment
is commenced within the appropriate  limitation periods,  except that any court
in the Province of Alberta may only give judgment in Canadian dollars.  We have
been advised by such counsel  that there is doubt as to the  enforceability  in
Canada in original actions, or in motions to enforce judgments of United States
courts,  of civil  liabilities  predicated  solely upon United  States  federal
securities laws.


                       CERTAIN INCOME TAX CONSIDERATIONS

        The  applicable   prospectus  supplement  will  describe  the  material
Canadian  federal  income tax  consequences  to an investor who is a citizen or
resident of the United States purchasing the debt securities, including whether
payments  of  principal,  premium,  if any,  and  interest  will be  subject to
Canadian non-resident withholding tax.

        The applicable  prospectus supplement will also describe certain United
States  federal  income  tax  consequences  of  the  purchase,   ownership  and
disposition of the debt securities by an investor who is a United States person
(as defined in the applicable prospectus supplement),  including, to the extent
applicable,  certain relevant United States federal income tax rules pertaining
to capital gains and ordinary income treatment, original issue discount, backup
withholding and the foreign tax credit,  and any consequences  relating to debt
securities payable in a currency other than U.S. dollars, issued at an original
discount for United  States  federal  income tax purposes or  containing  early
redemption provisions or other special terms.


                                  RISK FACTORS

        PROSPECTIVE PURCHASERS OF THE DEBT SECURITIES SHOULD CONSIDER CAREFULLY
THE RISK FACTORS SET FORTH BELOW AS WELL AS THE OTHER INFORMATION  CONTAINED IN
AND  INCORPORATED  BY  REFERENCE  IN  THIS  PROSPECTUS  AND IN  THE  PROSPECTUS
SUPPLEMENT BEFORE PURCHASING THE DEBT SECURITIES IN THIS OFFERING.

A SUBSTANTIAL OR EXTENDED DECLINE IN OIL AND GAS PRICES COULD HAVE A MATERIAL
ADVERSE EFFECT ON US.

        Our financial condition will be substantially  dependent on, and highly
sensitive to, the prevailing prices of crude oil and natural gas.  Fluctuations
in crude oil or natural gas prices could have a material  adverse effect on our
operations  and  financial  condition and the value and amount of our reserves.
Prices for crude oil and  natural gas  fluctuate  in response to changes in the
supply of and demand for, crude oil and natural gas,  market  uncertainty and a
variety of additional factors beyond our control.  Oil prices are determined by
international supply and demand.  Factors which affect crude oil prices include
the actions of the Organization of Petroleum Exporting Countries, the condition
of the Canadian,  United  States and Asian  economies,  government  regulation,
political  stability in the Middle East and  elsewhere,  the foreign  supply of
oil, the price of foreign  imports,  the availability of alternate fuel sources
and  weather  conditions.  Natural  gas prices  realized by us will be affected
primarily in North America by supply and demand,  weather conditions and prices
of alternate  sources of energy.  Any  substantial  or extended  decline in the
prices of crude oil or natural gas could result in a delay or  cancellation  of
existing  or  future   drilling,   development  or  construction   programs  or


                                      21


curtailment in production at some properties or resulting  unutilized long-term
transportation  commitments,  all of which could have a material adverse effect
on our revenues, profitability and cash flows.

        We conduct an annual  assessment of the carrying value of our assets in
accordance with Canadian generally accepted accounting  principles.  If oil and
natural gas prices  decline,  the carrying value of our assets could be subject
to downward revisions, and our earnings could be adversely affected.

        Approximately  27  percent  of our 2005  production  on a Boe basis was
heavy oil. The market prices for heavy oil differ from the  established  market
indices  for light and  medium  grades of oil,  due  principally  to the higher
transportation  and refining costs associated with heavy oil. As a result,  the
price  received for heavy oil is generally  lower than the price for medium and
light oil, and the production  costs  associated  with heavy oil are relatively
higher than for lighter  grades.  Future  differentials  are  uncertain and any
increase in the heavy oil differentials could have a material adverse effect on
our business.

OUR BUSINESS IS SUBJECT TO ENVIRONMENTAL LEGISLATION IN ALL JURISDICTIONS IN
WHICH WE OPERATE AND ANY CHANGES IN SUCH LEGISLATION COULD NEGATIVELY AFFECT
OUR RESULTS OF OPERATIONS.

        All  phases  of the  oil  and  natural  gas  business  are  subject  to
environmental  regulation  pursuant to a variety of  Canadian,  United  States,
United  Kingdom,  European  Union  and  other  federal,  provincial,  state and
municipal  laws  and  regulations,   as  well  as   international   conventions
(collectively, "environmental legislation").

        Environmental  legislation imposes,  among other things,  restrictions,
liabilities  and  obligations  in  connection  with the  generation,  handling,
storage,  transportation,  treatment and disposal of hazardous  substances  and
waste  and in  connection  with  spills,  releases  and  emissions  of  various
substances to the  environment.  Environmental  legislation  also requires that
wells,  facility sites and other  properties  associated with our operations be
operated, maintained, abandoned and reclaimed to the satisfaction of applicable
regulatory  authorities.  In addition,  certain types of operations,  including
exploration  and  development  projects  and  significant  changes  to  certain
existing  projects,  may require the submission  and approval of  environmental
impact  assessments  or  permit  applications.  Compliance  with  environmental
legislation  can require  significant  expenditures  and failure to comply with
environmental  legislation may result in the imposition of fines and penalties.
The costs of complying with environmental  legislation in the future may have a
material adverse effect on our financial condition or results of operations.

        We anticipate  that changes in  environmental  legislation may require,
among other  things,  reductions  in emissions  to the air from our  operations
which  may  result  in  increased  capital  expenditures.   Future  changes  in
environmental  legislation  could  occur and result in stricter  standards  and
enforcement, larger fines and liability, and increased capital expenditures and
operating  costs,  which could have a material  adverse effect on our financial
condition or results of operations.

IF WE FAIL TO ACQUIRE OR FIND ADDITIONAL RESERVES, OUR RESERVES AND PRODUCTION
WILL DECLINE MATERIALLY FROM CURRENT LEVELS.

        Our future oil and natural gas reserves and  production,  and therefore
our cash flows and results of operations, are highly dependent upon our success
in exploiting our current reserve base and acquiring or discovering  additional
reserves. Without additions to our reserves through exploration, acquisition or
development  activities,  our reserves and production will decline over time as
reserves are depleted.  The business of exploring for,  developing or acquiring
reserves is capital intensive. To the extent our cash flows from operations are
insufficient to fund our capital  expenditures  and external sources of capital
become  limited  or  unavailable,  our  ability to make the  necessary  capital
investments  to maintain  and expand our oil and natural gas  reserves  will be
impaired.  In  addition,  we may be  unable  to find  and  develop  or  acquire
additional reserves to replace our oil and natural gas production at acceptable
costs.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.

        The energy industry is highly competitive in all aspects, including the
exploration   for,  and  the  development  of,  new  sources  of  supply,   the
construction  and  operation  of  crude  oil  and  natural  gas  pipelines  and
facilities,   the  acquisition  of  oil  and  natural  gas  interests  and  the


                                      22


transportation and marketing of crude oil, natural gas, natural gas liquids and
electricity.  We  will  compete  not  only  among  participants  in the  energy
industry,  but also between  petroleum  products and other energy sources.  Our
competitors will include  integrated oil and natural gas companies and numerous
other  senior oil and natural  gas  companies,  some of which may have  greater
financial and other resources than us.

WE ARE SUBJECT TO A NUMBER OF BUSINESS RISKS THAT COULD AFFECT OUR RESULTS OF
OPERATIONS.

        Other business  risks include  operational  risks,  the cost of capital
available to fund exploration and development  programs,  regulatory issues and
taxation  and the  requirements  of new  environmental  laws  and  regulations.
Exploring for, producing and transporting  petroleum  substances  involves many
risks, which even a combination of experience, knowledge and careful evaluation
may not be able to  overcome.  These  activities  are  subject  to a number  of
hazards  which may  result in fires,  explosions,  spills,  blow-outs  or other
unexpected or dangerous  conditions  causing personal injury,  property damage,
environmental  damage and interruption of operations.  Our liability,  property
and  business  interruption  insurance  may not  provide  adequate  coverage in
certain unforeseen circumstances.

OUR OWNERSHIP INTERESTS IN FOREIGN OIL AND NATURAL GAS PROPERTIES INVOLVE A
NUMBER OF RISKS AND COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

        Our  foreign  investments  involve  risks  typically   associated  with
investments  in developing  countries  such as uncertain  political,  economic,
legal and tax  environments.  These  risks may  include,  among  other  things,
currency restrictions and exchange rate fluctuations, loss of revenue, property
and  equipment as a result of hazards such as  expropriation,  nationalization,
war,  insurrection and other political  risks,  risks of increases in taxes and
governmental  royalties,  renegotiation of contracts with governmental entities
and  quasi-governmental  agencies,  changes  in  laws  and  policies  governing
operations of foreign-based  companies and other  uncertainties  arising out of
foreign government sovereignty over our international  operations. In addition,
if a  dispute  arises  in our  foreign  operations,  we may be  subject  to the
exclusive jurisdiction of foreign courts or may not be successful in subjecting
foreign persons to the jurisdiction of a court in the United States or Canada.

        Our  private  ownership  of oil and natural  gas  properties  in Canada
differs distinctly from our ownership  interests in foreign oil and natural gas
properties. In some foreign countries in which we do and may do business in the
future,  the state generally retains ownership of the minerals and consequently
retains  control of, and in many cases  participates  in, the  exploration  and
production  of  reserves.  Accordingly,  operations  outside  of Canada  may be
materially affected by host governments through royalty payments,  export taxes
and regulations,  surcharges,  value added taxes,  production bonuses and other
charges.  In  addition,  changes in prices and costs of  operations,  timing of
production  and other  factors  may affect  estimates  of oil and  natural  gas
reserve quantities and future net cash flows attributable to foreign properties
in a manner  materially  different than such changes would affect estimates for
Canadian properties. Agreements covering foreign oil and natural gas operations
also frequently contain provisions  obligating us to spend specified amounts on
exploration and development or to perform certain operations, or forfeit all or
a portion of the acreage subject to the contract.

OUR OIL AND NATURAL GAS RESERVE DATA AND FUTURE NET REVENUE ESTIMATES ARE
UNCERTAIN.

        There are numerous  uncertainties  inherent in estimating quantities of
reserves,  including many factors beyond our control.  The reserve  information
set forth and incorporated by reference in this prospectus is our estimate.  In
general, estimates of economically recoverable oil and natural gas reserves and
the future  net cash flow  therefrom  are based  upon a number of  factors  and
assumptions made as of the date on which the reserve estimates were determined,
such as geological and engineering estimates which have inherent uncertainties,
the assumed  effects of  regulation by  governmental  agencies and estimates of
future commodity prices and operating costs, all of which may vary considerably
from actual  results.  All such  estimates  are, to some degree,  uncertain and
classifications  of  reserves  are  only  attempts  to  define  the  degree  of
uncertainty  involved.  For  these  reasons,   estimates  of  the  economically
recoverable oil and natural gas reserves  attributable to any particular  group
of properties,  the  classification  of such reserves based on risk of recovery
and estimates of future net revenues expected therefrom,  prepared by different
engineers or by the same engineers at different times, may vary  substantially.
Our  actual  production,  revenues,  taxes  and  development,  abandonment  and
operating  expenditures with respect to its reserves will likely vary from such
estimates, and such variances could be material.


                                      23


        Estimates  with respect to reserves  that may be developed and produced
in the future are often based upon volumetric  calculations and upon analogy to
similar  types  of  reserves,  rather  than  upon  actual  production  history.
Estimates  based on these methods  generally are less reliable than those based
on actual production history.  Subsequent evaluation of the same reserves based
upon production  history will result in variations,  which may be material,  in
the estimated reserves.

THE DEBT SECURITIES WILL BE STRUCTURALLY SUBORDINATED TO ANY INDEBTEDNESS OF
OUR SUBSIDIARIES.

        We  carry  on  our   business   through   corporate   and   partnership
subsidiaries.  The majority of our assets are held in one or more  corporate or
partnership  subsidiaries.  Our  results of  operations  and ability to service
indebtedness,  including the debt securities, are dependent upon the results of
operations of these subsidiaries and the payment of funds by these subsidiaries
to us in the  form of  loans,  dividends  or  otherwise.  In the  event  of the
liquidation  of any  corporate  or  partnership  subsidiary,  the assets of the
subsidiary  would be used first to repay the  indebtedness  of the  subsidiary,
including trade payables or obligations  under any  guarantees,  prior to being
used  by us to pay  our  indebtedness,  including  any  debt  securities.  Such
indebtedness  and any other future  indebtedness of our  subsidiaries  would be
structurally senior to the debt securities. The Indenture pursuant to which the
debt securities will be issued does not limit our ability or the ability of our
subsidiaries to incur additional  unsecured  indebtedness.  See "Description of
Debt Securities--Ranking and Other Indebtedness".


                              PLAN OF DISTRIBUTION

        We may sell the debt  securities to or through  underwriters or dealers
or to one or more other purchasers directly or through agents.

        The  applicable  prospectus  supplement  will describe the terms of the
offering,  including  the name or  names of any  underwriters  or  agents,  the
purchase price or prices of the debt securities to be offered,  the proceeds to
us from the sale of the debt  securities  to be  offered,  any  initial  public
offering  price,  any  underwriting  discount or commission  and any discounts,
concessions or commissions  allowed or reallowed or paid by any  underwriter to
other dealers. Any initial public offering price and any discounts, concessions
or commissions allowed or reallowed or paid to dealers may be changed from time
to time.

        The  debt  securities  may be  sold  from  time  to time in one or more
transactions  at a fixed price or fixed  prices,  which may be  changed,  or at
market  prices  prevailing  at the time of sale,  at  prices  related  to these
prevailing market prices or at negotiated prices.

        If indicated in the applicable prospectus supplement,  we may authorize
dealers or other  persons  acting as our  agents to  solicit  offers by certain
institutions  to  purchase  the debt  securities  directly  from us pursuant to
contracts  providing for payment and delivery on a future date. These contracts
will be subject only to the conditions  described in the applicable  prospectus
supplement or supplements,  which will also describe the commission payable for
solicitation of these contracts.

        We may enter into  agreements  to indemnify  underwriters,  dealers and
agents who  participate  in the  distribution  of the debt  securities  against
certain  liabilities,  including  liabilities under the U.S.  Securities Act of
1933,  as  amended,  or to  contribution  with  respect to  payments  which the
underwriters,  dealers  or agents may be  required  to make in respect of these
liabilities.  The  underwriters,  dealers  and  agents  with whom we enter into
agreements may be customers of, engage in transactions with or perform services
for us in the ordinary course of business.

        The debt securities will not be qualified for sale under the securities
laws of any  province or  territory  of Canada and may not be offered,  sold or
delivered,  directly or  indirectly,  in Canada or to any resident of Canada in
contravention  of the  securities  laws of any province or territory of Canada.
Each  underwriter  and each dealer  participating  in the  distribution of debt
securities will agree that it will not, directly or indirectly,  offer, sell or
deliver  any such  debt  securities  purchased  by it in  connection  with that
distribution  in Canada or to any  resident of Canada in  contravention  of the
securities laws of any province or territory of Canada.

        Each series of the debt  securities  will be a new issue of  securities
with no established trading market. Unless otherwise specified in an applicable
prospectus  supplement  relating  to a  series  of debt  securities,  the  debt
securities  will not be listed on any  securities  exchange or on any automated


                                      24


dealer  quotation  system.  Some  broker-dealers  may make a market in the debt
securities,  but they will not be  obligated to do so and may  discontinue  any
market-making  activities at any time without notice. We cannot assure you that
there will be liquidity in the trading  market for the debt  securities  of any
series or that an active  public  market for the debt  securities of any series
will develop. If an active public trading market for the debt securities of any
series does not develop,  the market price and  liquidity of the series of debt
securities may be adversely affected.


                                 LEGAL MATTERS

        Unless  otherwise  specified in the  applicable  prospectus  supplement
relating to a series of debt  securities,  the validity of the debt  securities
will be passed upon for us by Parlee McLaws LLP, Calgary, Alberta, and by Paul,
Weiss,  Rifkind,  Wharton & Garrison LLP, New York, New York. As to all matters
of Canadian federal and Alberta law, Paul, Weiss,  Rifkind,  Wharton & Garrison
LLP may rely upon the  opinion of Parlee  McLaws LLP. As to all matters of U.S.
federal and New York law,  Parlee McLaws LLP may rely upon the opinion of Paul,
Weiss, Rifkind, Wharton & Garrison LLP.

        We are advised that, as of the date hereof, the partners and associates
of Parlee McLaws LLP beneficially  own,  directly or indirectly,  less than one
percent  of our  outstanding  securities  and  none  of our  securities  or our
property are to be received by such persons.


                                    EXPERTS

        Our  consolidated  balance  sheets as at December 31, 2005 and 2004 and
the consolidated  statements of earnings,  retained earnings and cash flows for
each of the years in the three year period  ended  December  31, 2005 have been
incorporated  by reference in this  prospectus  in reliance on the report dated
February  21, 2006 of  PricewaterhouseCoopers  LLP, an  independent  registered
public  accounting  firm  given on the  authority  of said firm as  experts  in
auditing and accounting.

        Sproule  Associates  Limited,  RyderScott  Company  and  GLJ  Petroleum
Consultants Ltd., independent reserves evaluators,  have evaluated our reserves
in  reports  dated  February  7,  2006,  March 3, 2006 and  February  14,  2006
respectively,  as more particularly  described in our Annual  Information Form,
incorporated  by reference  herein.  The  statements as to our reserves,  which
appear in or are  incorporated  by reference  herein,  have been so included or
incorporated by reference upon the authority, as experts, of Sproule Associates
Limited, Ryder Scott Company and GLJ Petroleum Consultants Ltd.

        Based on  information  provided by the relevant  persons or  companies,
there are  beneficial  interests,  direct or  indirect,  in less than 1% of our
securities  or  property  or  securities  or  property  of  our  associates  or
affiliates  held by  Sproule  Associates  Limited,  RyderScott  Company  or GLJ
Petroleum  Consultants  Ltd.  or  by  "designated  professionals",   being  any
partners,  employees or consultants of such independent reserves evaluators who
participated  in  and  who  were  in  a  position  to  directly  influence  the
preparation of the relevant report,  or any such person who, at the time of the
preparation  of the report was in a position to directly  influence the outcome
of the preparation of the report.


             DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

        The  following  documents  have been  filed with the SEC as part of the
registration  statement of which this  prospectus is a part insofar as required
by the SEC's Form F-9:

        o   the documents  listed in the second  paragraph under "Where You Can
            Find  More  Information"  in  this  prospectus  to the  extent  not
            previously filed with the SEC;

        o   the consents of our accountants PricewaterhouseCoopers LLP;

        o   the consent of our counsel Parlee McLaws LLP;

        o   the  consent  of  our  independent  petroleum  consultants  Sproule
            Associates Limited;


                                      25


        o   the consent of our independent  petroleum  consultants  Ryder Scott
            Company;

        o   the  consent  of  our  independent  petroleum  consultants  Gilbert
            Laustsen Jung Associates Ltd.;

        o   powers of attorney from directors and officers of Canadian Natural;

        o   the indenture relating to the debt securities; and

        o   statement of eligibility of the Trustee on Form T-1.






                                      26



                     CONSENT OF PRICEWATERHOUSECOOPERS LLP

        We have read the amended and restated base shelf prospectus of Canadian
Natural  Resources  Limited (the "Company") dated November 27, 2006 relating to
the issue and sale of up to US$3,000,000,000 of Debt Securities of the Company.
We have complied with Canadian  generally  accepted  standards for an auditor's
involvement with offering documents.

        We consent to the  incorporation  by reference  in the  above-mentioned
prospectus  of our report to the  shareholders  of Canadian  Natural  Resources
Limited  on the  consolidated  balance  sheets of  Canadian  Natural  Resources
Limited as at December  31, 2005 and 2004 and the  consolidated  statements  of
earnings,  retained  earnings  and  cash  flows  for  each of the  years in the
three-year  period ended  December 31, 2005.  Our report is dated  February 21,
2006.



/s/ PRICEWATERHOUSECOOPERS LLP
------------------------------
Chartered Accountants
November 27, 2006





                                      27





                 (This page has been left blank intentionally)




                                      28



===============================================================================






                               [GRAPHIC OMITTED]
                           [LOGO - CANADIAN NATURAL]








===============================================================================




                                    PART II

                    INFORMATION NOT REQUIRED TO BE DELIVERED
                           TO OFFEREES OR PURCHASERS

INDEMNIFICATION

           Under the BUSINESS  CORPORATIONS  ACT (ALBERTA)  (the  "ABCA"),  the
Registrant  may  indemnify a present or former  director or officer or a person
who acts or acted at the  Registrant's  request as a  director  or officer of a
body corporate of which the Registrant is or was a shareholder or creditor, and
his heirs and legal  representatives,  against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,  reasonably
incurred by him in respect of any civil,  criminal or administrative  action or
proceeding  to which he is made a party by  reason  of being or  having  been a
director or officer of the Registrant or that body  corporate,  if the director
or officer acted  honestly and in good faith with a view to the best  interests
of the Registrant,  and, in the case of a criminal or administrative  action or
proceeding that is enforced by a monetary penalty,  had reasonable  grounds for
believing  that  his  conduct  was  lawful.  Such  indemnification  may  be  in
connection  with a derivative  action only with court  approval.  A director or
officer is entitled to indemnification from the Registrant as a matter of right
if he or  she  was  substantially  successful  on  the  merits,  fulfilled  the
conditions set forth above, and is fairly and reasonably entitled to indemnity.

           The  by-laws  of  the  Registrant   provide  that,  subject  to  the
limitations contained in the ABCA, the Registrant shall indemnify a director or
officer,  a former  director or  officer,  or a person who acts or acted at the
Registrant's  request as a director or officer of a body corporate of which the
Registrant  is or was a  shareholder  or  creditor,  and his heirs,  executors,
administrators and other legal representatives, to the fullest extent which may
from time to time be  permitted by the ABCA,  from and against,  (a) all costs,
charges  and  expenses  that he incurs in  respect of any  civil,  criminal  or
administrative  action or proceeding that is proposed or commenced  against him
by reason of being or having been a director or officer of the Registrant,  and
(b) all other costs, charges and expenses that he sustains or incurs in respect
of the  affairs  of the  Registrant,  except in  respect  of an action by or on
behalf of the Registrant,  or such body corporate, to procure a judgment in its
favor.

           The  by-laws of the  Registrant  provide  that the  Registrant  may,
subject  to the  limitations  contained  in the  ABCA,  purchase  and  maintain
insurance  for the  benefit of any  director  or officer  as such  against  any
liability  incurred  by him in his  capacity  as a  director  or officer of the
Registrant or as a director or officer of any body  corporate  where he acts or
acted in that capacity at the  Registrant's  request.  The  Registrant  has not
purchased any director and officer  liability  insurance from a third party but
rather self-insures against any such liabilities.

           Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such  indemnification  is against  public policy as expressed in the Securities
Act of 1933 and is therefore unenforceable.


                                     II-1


                                    EXHIBITS

EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
  4.1*           The Annual Information Form of the Registrant, dated March 29,
                 2006,   for  the  fiscal   year  ended   December   31,   2005
                 (incorporated by reference to the  Registrant's  Annual Report
                 on Form 40-F for the fiscal year ended  December 31, 2005,  as
                 filed with the Securities and Exchange  Commission on April 5,
                 2006).
  4.2*           The Information  Circular of the  Registrant,  dated March 15,
                 2006,   issued  in  connection  with  the  Annual  Meeting  of
                 Shareholders of the Registrant held on May 4, 2006,  excluding
                 those  portions  which appear under the headings  "Performance
                 Graph," "Report on Executive  Compensation by the Compensation
                 Committee" and "Statement of Corporate  Governance  Practices"
                 (which  portions  shall be deemed  not to be  incorporated  by
                 reference  in  this   Registration   Statement  on  Form  F-9)
                 (incorporated by reference to the Registrant's  Report on Form
                 6-K, as filed with the Securities  and Exchange  Commission on
                 April 5, 2006).
  4.3*           "Management's  Discussion  and Analysis" of the Registrant for
                 the fiscal  year ended  December  31,  2005  (incorporated  by
                 reference to the  Registrant's  Annual Report on Form 40-F for
                 the fiscal year ended  December  31,  2005,  as filed with the
                 Securities and Exchange Commission on April 5, 2006).
  4.4*           The  annual   audited   comparative   consolidated   financial
                 statements of the Registrant,  together with the notes thereto
                 and Auditors'  Report  thereon,  as at and for the fiscal year
                 ended  December  31, 2005  (incorporated  by  reference to the
                 Registrant's  Annual  Report on Form 40-F for the fiscal  year
                 ended  December 31,  2005,  as filed with the  Securities  and
                 Exchange Commission on April 5, 2006).
  4.5*           The  unaudited  interim  comparative   consolidated  financial
                 statements of the Registrant, together with the notes thereto,
                 as at  September  30,  2006  and for  the  nine  months  ended
                 September  30, 2006 and September  30, 2005  (incorporated  by
                 reference to the  Registrant's  Report on Form 6-K, filed with
                 the Securities and Exchange Commission on November 8, 2006).
  4.6*           "Management's Discussion and Analysis" of the Registrant as at
                 September 30, 2006 and for the nine months ended September 30,
                 2006 and September 30, 2005  (incorporated by reference to the
                 Registrant's Report on Form 6-K, filed with the Securities and
                 Exchange Commission on November 8, 2006).
  4.7*           Material  Change  Report dated  September 22, 2006 relating to
                 acquisition of Anadarko Canada  Corporation  (incorporated  by
                 reference to the  Registrant's  Report on Form 6-K, filed with
                 the Securities and Exchange Commission on October 6, 2006).
  5.1            Consent of  PricewaterhouseCoopers  LLP, independent chartered
                 accountants.
  5.2            Consent of Parlee McLaws LLP.
  5.3            Consent of Sproule Associates Limited,  independent  petroleum
                 engineering consultants.
  5.4            Consent  of  Ryder  Scott   Company,   independent   petroleum
                 engineering consultants.
  5.5            Consent  of  GLJ  Petroleum   Consultants  Ltd.,   independent
                 petroleum engineering consultants.


                                     II-2


  6.1*           Powers of Attorney.
  7.1*           Indenture  dated as of July 24, 2001,  between the  Registrant
                 and The Bank of Nova Scotia Trust Company New York, as Trustee
                 (incorporated  by reference to the  Registrant's  Registration
                 Statement  on Form  F-9,  as  filed  with the  Securities  and
                 Exchange Commission on August 12, 2002).
  7.2*           Statement   of   Eligibility   of  the  Trustee  of  Form  T-1
                 (incorporated  by reference to the  Registrant's  Registration
                 Statement  on Form  F-9,  as  filed  with the  Securities  and
                 Exchange Commission on August 12, 2002).

* PREVIOUSLY FILED.






                                     II-3



                                    PART III

                 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS


ITEM 1.  UNDERTAKING

         The  Registrant  undertakes  to  make  available,   in  person  or  by
telephone,  representatives  to respond  to  inquiries  made by the  Commission
staff,  and to furnish  promptly,  when  requested  to do so by the  Commission
staff,  information relating to the securities  registered pursuant to Form F-9
or to transactions in said securities.


ITEM 2.  CONSENT TO SERVICE OF PROCESS

         The  Registrant  has  previously  filed with the  Commission a written
irrevocable consent and power of attorney on Form F-X.

         Any change to the name or address of the agent for  service of process
of the Registrant shall be communicated promptly to the Securities and Exchange
Commission by an amendment to the Form F-X  referencing  the file number of the
relevant registration statement.





                                     III-1



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  F-9 and has  duly  caused  this
Amendment  No. 1 to this  Registration  Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Calgary, Province of
Alberta, Canada, on November 27, 2006.


                                         CANADIAN NATURAL RESOURCES LIMITED



                                         By: /s/ John G. Langille
                                             ------------------------
                                             Name:  John G. Langille
                                             Title: Vice Chairman




         Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated.



SIGNATURE                          CAPACITY                                      DATE
---------                          --------                                      ----

                                                                           
           *                       President and Chief Operating                 November 27, 2006
------------------------           Officer (Principal Executive Officer)
Steve W. Laut


           *                       Senior Vice-President, Finance and            November 27, 2006
------------------------           Chief Financial Officer (Principal
Douglas A. Proll                   Financial and Accounting Officer)


           *                       Chairman and Director                         November 27, 2006
------------------------
Allan P. Markin


           *                       Director                                      November 27, 2006
------------------------
Catherine M. Best




                                     III-2




SIGNATURE                          CAPACITY                                      DATE
---------                          --------                                      ----

                                                                           
           *                       Vice-Chairman and Director                    November 27, 2006
------------------------
N. Murray Edwards


           *                       Director                                      November 27, 2006
------------------------
Gordon D. Giffin


           *                       Vice-Chairman and Director                    November 27, 2006
------------------------
John G. Langille


           *                       Director                                      November 27, 2006
------------------------
Keith A. J. MacPhail


           *                       Director                                      November 27, 2006
------------------------
James S. Palmer


           *                       Director                                      November 27, 2006
------------------------
Eldon R. Smith, M.D.


           *                       Director                                      November 27, 2006
------------------------
David A. Tuer




*By:  /s/ Douglas A. Proll
      ------------------------
      Douglass A. Proll
      Attorney-in-Fact
      November 27, 2006



                                     III-3



                           AUTHORIZED REPRESENTATIVE

         Pursuant to the  requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has duly caused this Registration Statement
to be signed on its behalf by the  undersigned,  solely in its  capacity as the
duly authorized  representative  of Canadian Natural  Resources  Limited in the
United States, on November 27, 2006.

                                                CANNAT ENERGY INC.


                                                By: /s/ John G. Langille
                                                    ---------------------------
                                                    Name:  John G. Langille
                                                    Title: President




                                    III-4


                                    EXHIBITS

EXHIBIT
NUMBER      DESCRIPTION
-------     -----------
  4.1*           The Annual Information Form of the Registrant, dated March 29,
                 2006,   for  the  fiscal   year  ended   December   31,   2005
                 (incorporated by reference to the  Registrant's  Annual Report
                 on Form 40-F for the fiscal year ended  December 31, 2005,  as
                 filed with the Securities and Exchange  Commission on April 5,
                 2006).
  4.2*           The Information  Circular of the  Registrant,  dated March 15,
                 2006,   issued  in  connection  with  the  Annual  Meeting  of
                 Shareholders of the Registrant held on May 4, 2006,  excluding
                 those  portions  which appear under the headings  "Performance
                 Graph," "Report on Executive  Compensation by the Compensation
                 Committee" and "Statement of Corporate  Governance  Practices"
                 (which  portions  shall be deemed  not to be  incorporated  by
                 reference  in  this   Registration   Statement  on  Form  F-9)
                 (incorporated by reference to the Registrant's  Report on Form
                 6-K, as filed with the Securities  and Exchange  Commission on
                 April 5, 2006).
  4.3*           "Management's  Discussion  and Analysis" of the Registrant for
                 the fiscal  year ended  December  31,  2005  (incorporated  by
                 reference to the  Registrant's  Annual Report on Form 40-F for
                 the fiscal year ended  December  31,  2005,  as filed with the
                 Securities and Exchange Commission on April 5, 2006).
  4.4*           The  annual   audited   comparative   consolidated   financial
                 statements of the Registrant,  together with the notes thereto
                 and Auditors'  Report  thereon,  as at and for the fiscal year
                 ended  December  31, 2005  (incorporated  by  reference to the
                 Registrant's  Annual  Report on Form 40-F for the fiscal  year
                 ended  December 31,  2005,  as filed with the  Securities  and
                 Exchange Commission on April 5, 2006).
  4.5*           The  unaudited  interim  comparative   consolidated  financial
                 statements of the Registrant, together with the notes thereto,
                 as at  September  30,  2006  and for  the  nine  months  ended
                 September  30, 2006 and September  30, 2005  (incorporated  by
                 reference to the  Registrant's  Report on Form 6-K, filed with
                 the Securities and Exchange Commission on November 8, 2006).
  4.6*           "Management's Discussion and Analysis" of the Registrant as at
                 September 30, 2006 and for the nine months ended September 30,
                 2006 and September 30, 2005  (incorporated by reference to the
                 Registrant's Report on Form 6-K, filed with the Securities and
                 Exchange Commission on November 8, 2006).
  4.7*           Material  Change  Report dated  September 22, 2006 relating to
                 acquisition of Anadarko Canada  Corporation  (incorporated  by
                 reference to the  Registrant's  Report on Form 6-K, filed with
                 the Securities and Exchange Commission on October 6, 2006).
  5.1            Consent of  PricewaterhouseCoopers  LLP, independent chartered
                 accountants.
  5.2            Consent of Parlee McLaws LLP.
  5.3            Consent of Sproule Associates Limited,  independent  petroleum
                 engineering consultants.
  5.4            Consent  of  Ryder  Scott   Company,   independent   petroleum
                 engineering consultants.



  5.5            Consent  of  GLJ  Petroleum   Consultants  Ltd.,   independent
                 petroleum engineering consultants.
  6.1*           Powers of Attorney.
  7.1*           Indenture  dated as of July 24, 2001,  between the  Registrant
                 and The Bank of Nova Scotia Trust Company New York, as Trustee
                 (incorporated  by reference to the  Registrant's  Registration
                 Statement  on Form  F-9,  as  filed  with the  Securities  and
                 Exchange Commission on August 12, 2002).
  7.2*           Statement   of   Eligibility   of  the  Trustee  of  Form  T-1
                 (incorporated  by reference to the  Registrant's  Registration
                 Statement  on Form  F-9,  as  filed  with the  Securities  and
                 Exchange Commission on August 12, 2002).

* PREVIOUSLY FILED.