U.S. SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549  
  FORM 40-F  (CHECK ONE)o
  
  Registration statement pursuant to Section 12 of the
  Securities Exchange Act of 1934orý
  
  Annual Report pursuant to Section 13(1) or 15(d) of the Securities
  Exchange Act of 1934  For the fiscal year
ended:    December 31, 2002 Commission File Number:  333-07612  BAYTEX ENERGY LTD. (Exact name of Registrant as specified in its charter)  Alberta
  
  1311
  
  Not Applicable(Province
  or other jurisdiction of 
  incorporation or organization)
  
  (Primary
  standard industrial 
  classification code number, if applicable)
  
  (I.R.S.
  employer identification number, 
  if applicable)Suite 2200, 205  5th Avenue S.W.
  Calgary, Alberta
  T2P 2V7
  (403) 269-4282(Address
  and telephone number of registrants principle executive offices)CT Corporation System
  111 Eighth Avenue
  New York, NY 10011(212)
  894-8940(Name,
  address (including zip code) and telephone number(including area code) of
  agent for service in the United States)
  Securities registered pursuant
to Section 12(b) of the Act: Title of each class:                                                        Name
of each exchange on which registered: NONE  Securities registered pursuant
to Section 12(g) of the Act: NONE  Securities for which there is
a reporting obligation pursuant to Section 15(d) of the Act: 101⁄2% Senior Subordinated Notes
due February 15, 2011  For annual reports, indicate
by check mark the information filed with this form: ý Annual Information Form                         ý Audited Annual Financial Statements  Indicate the number of outstanding shares of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report. Common Shares:  52,818,907  Indicate by check mark whether the Registrant by
filing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934 (the Exchange Act). 
If Yes is marked, indicate the file number assigned to the Registrant
in connection with such Rule. Yeso                   No   ý  Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yesý                   No   o 
  
   UNDERTAKING  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 40-F; the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities.  CONSENT TO SERVICE
OF PROCESS  The Registrant has previously filed a Form F-X
for securities under which it has a reporting obligation.  SIGNATURES  Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing
on Form 40-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereto duly authorized.  Registrant:
  BAYTEX ENERGY LTD.By:
  /s/ Raymond T. ChanName:
  Raymond T.
  ChanTitle:
  Senior
  Vice-President and Chief Financial OfficerDate: April 17, 2003  2 
   CERTIFICATIONS  I, Dale O Shwed, President and Chief Executive
Officer, certify that:  1.            I
have reviewed this annual report on Form 40-F of Baytex Energy Ltd.  2.            Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;  3.            Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;  4.            The
registrants other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:  (a) designed such disclosure controls and
procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;  (b) evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation Date); and  (c) presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;  5.            The
registrants other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):  (a) all significant deficiencies in the
design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material weaknesses in
internal controls; and  (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
registrants internal controls; and  6.            The
registrants other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.  Date: April 17, 2003By:
  /s/ Dale O. ShwedName:
  Dale O. ShwedTitle:
  President and Chief Executive Officer  3 
   I, Raymond T. Chan, Senior Vice-President and Chief
Financial Officer, certify that:  1.            I
have reviewed this annual report on Form 40-F of Baytex Energy Ltd.  2.            Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual report;  3.            Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;  4.            The
registrants other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:  (a) designed such disclosure controls and
procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;  (b) evaluated the effectiveness of the
registrants disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation Date); and  (c) presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;  5.            The
registrants other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
function):  (a) all significant deficiencies in the
design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data
and have identified for the registrants auditors any material weaknesses in
internal controls; and  (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
registrants internal controls; and  6.            The
registrants other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.   Date: April 17, 2003By:
  /s/ Raymond T. ChanName:
  Raymond T.
  ChanTitle:
  Senior
  Vice-President and Chief Financial Officer  4 
   Form 40-F
Table of Contents  Exhibit No.
  
  Document1.
  
  Annual Information Form of
  the Registrant for the fiscal year ended December 31, 20022.
  
  Comparative audited Financial
  Statements of the Registrant for the year ended December 31, 2002, including
  a reconciliation to United States generally accepted accounting principles,
  together with the Auditors Report thereon.3.
  
  Consent of Deloitte &
  Touche, LLP, independent accountants.4.
  
  Consent of Outtrim Szabo
  Associates Ltd., independent engineers.  5