United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                    FORM 40-F

| |  Registration  Statement  pursuant to section 12 of the Securities  Exchange
     Act of 1934

|X|  Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended December 31, 2004       Commission File Number: 1-8795

                       CANADIAN NATURAL RESOURCES LIMITED
             (Exact name of Registrant as specified in its charter)

                                     ALBERTA
        (Province or other jurisdiction of incorporation or organization)

                                      1311
            (Primary Standard Industrial Classification Code Numbers)

                                 Not Applicable
             (I.R.S. Employer Identification Number (if applicable))

          2500, 855-2nd Street S.W., Calgary, Alberta, Canada, T2P 4J8
                            Telephone: (403) 517-7345
   (Address and telephone number of Registrant's principal executive offices)

         CT Corporation System, 111-8th Avenue, New York, New York 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 or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:                  Name of each exchange on which registered:
Common Shares, no par value           New York Exchange
Common Shares, no par value           Toronto Stock Exchange

 Securities registered or to be registered pursuant to Section 12(g) of the Act:
                            Title of Each Class: None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

     |X| Annual information form   |X| Audited annual financial statements

   Number of outstanding shares of each of the issuer's classes of capital or
    common stock as of the close of the period covered by the annual report.

<PAGE>

          268,180,123 Common Shares outstanding as of December 31, 2004

Indicate by check mark whether the  Registrant  is  furnishing  the  information
contained in this Form 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 filing number  assigned to the  Registrant in connection  with such
Rule.

     Yes | |   No |X|

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.

     Yes |X|   No | |

This Annual Report on Form 40-F shall be  incorporated  by reference into, or as
an exhibit to, as applicable,  the registrant's  Registration  Statement on Form
F-9 (Registration No. 333-104919) under the Securities Act of 1933.

<PAGE>

Principal Documents

The  following  documents  have been filed as part of this Annual Report on Form
40-F:

A.   Annual Information Form

For the Annual  Information Form of Canadian Natural  Resources Limited ("CNRL")
for the year ended  December  31, 2004,  see Exhibit 1 of this Annual  Report on
Form 40-F.

B.   Audited Annual Financial Statements

For CNRL's consolidated audited financial statements for the year ended December
31, 2004 and 2003,  including the  auditor's  report with respect  thereto,  see
Exhibit 2 of this Annual Report on Form 40-F. For a reconciliation  of important
differences  between  Canadian and United States generally  accepted  accounting
principles, see Note 17 of the Notes to the Consolidated Financial Statements.

C.   Management's Discussion and Analysis

For CNRL's Management's  Discussion and Analysis for the year ended December 31,
2004, see Exhibit 3 of this Annual Report on Form 40-F.

D.   Supplementary Oil & Gas Information

For CNRL's  Supplementary  Oil & Gas Information for the year ended December 31,
2004, see Exhibit 4 of this Annual Report on Form 40-F.

Controls and Procedures

         As of the end of the registrant's  fiscal year ended December 31, 2004,
an  evaluation  of  the  effectiveness  of  CNRL's   "disclosure   controls  and
procedures"  (as such term is defined in Rules  13a-15(c) and 15(d)-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") was carried out
by CNRL's principal  executive officer and principal  financial  officer.  Based
upon the evaluation,  CNRL's principle executive officer and principal financial
officer have concluded that as of the end of the fiscal year,  CNRL's disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  by the  registrant  in  reports  that it files or  submits  under the
Exchange Act is (i) recorded, processed, summarized and reported within the time
periods  specified in applicable  Securities and Exchange  Commission  rules and
forms and (ii)  accumulated  and  communicated to the  registrant's  management,
including its principal  executive officer and principal  financial officer,  to
allow timely decisions regarding required disclosure.

It should be noted that while CNRL's principal  executive  officer and principal
financial officer believe that CNRL's disclosure controls and procedures provide
a reasonable level of assurance that they are effective,  they do not expect the
CNRL's  disclosure  controls and  procedures or internal  control over financial
reporting  will prevent all errors and fraud.  A control  system,  no matter how
well conceived or operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met.

Audit Committee

CNRL  has a  separately  designated  standing  audit  committee  established  in
accordance  with section  3(a)(58)(A)  of the  Exchange  Act. The members of the
Audit  Committee  are Messrs.  G. D.  Giffin,  D. A. Tuer and Ms. C.M.  Best who
chairs the Audit Committee.

<PAGE>

Audit Committee Financial Expert

The Board of Directors of CNRL has determined that Ms. C.M. Best qualifies as an
"audit committee financial expert" serving on its Audit Committee. Ms. C.M. Best
is, as are all members of the Audit Committee of the Board of Directors of CNRL,
"independent"  as such term is  defined in the New York  Stock  Exchange  Listed
Company Manual.

Principal Accountant Fees and Services

PricewaterhouseCoopers  LLP ("PWC") has been the  auditors of CNRL since  CNRL's
inception.  The aggregate  amounts billed by PWC for each of the last two fiscal
years for audit fees, audit-related fees, tax fees and all other fees, including
expenses, are set forth below.

     Audit Fees: The aggregate fees billed for each of the last two fiscal years
of CNRL ending  December  31,  2004 and  December  31,  2003,  for  professional
services  rendered by PWC for the audit of its annual  financial  statements  in
connection with statutory and regulatory filings or engagements for those fiscal
years,  reviews of the first,  second and third quarter  Consolidated  Financial
Statements  and annual  audits of CNRL's  subsidiary  financial  statements  are
$1,100,548 and $886,000, respectively.

     Audit-Related  Fees:  The  aggregate  fees  billed for each of the last two
fiscal years of CNRL,  ending  December  31, 2004 and  December  31,  2003,  for
audit-related  services by PWC  consisting  of regulatory  changes  consultation
provided  in  2004  including  Sarbanes-Oxley  Section  404  consultation,  debt
covenant  compliance and Crown Royalty Statement audit were $183,663 and $12,500
respectively.  CNRL's  Audit  Committee  approved  all  of  these  audit-related
services.

     Tax Fees:  The aggregate  fees billed for each of the last two fiscal years
of CNRL,  ending  December  31, 2004 and December  31,  2003,  for  professional
services  rendered by PWC for  tax-related  services  consisting  of payroll tax
filing consultation provided in 2004 and consultation on tax matters for foreign
subsidiaries,  transfer pricing study and other professional services related to
tax matters  provided in 2003 were  $39,330 and  $11,000,  respectively.  CNRL's
Audit Committee approved all of these tax-related services.

     All Other Fees:  No other  services  were  provided in the last fiscal year
ending  December 31, 2004.  Fees for other services,  payroll  consultation  and
training provided in 2003 were $10,000.  CNRL's Audit Committee  approved all of
the noted services.

     Audit Committee Pre-Approval Policies and Procedures:

The Audit  Committee's  duties  and  responsibilities  include  the  review  and
approval of fees to be paid to the independent auditors, scope and timing of the
audit and other related services rendered by the independent auditors. The Audit
Committee also reviews and approves the independent auditor's annual audit plan,
including scope,  staffing,  locations and reliance upon management and internal
audit department prior to the commencement of the audit and reviews and approves
proposed  non-audit  services to be provided by the independent  auditors except
those non-audit services prohibited by legislation.

Off-balance Sheet Arrangements

CNRL  does  not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably  likely to have an effect on its results of  operations  or financial
condition.  See  page 57 of  CNRL's  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations for the fiscal year ended December
31, 2004, filed herewith,  under the caption "Committments and off balance sheet
arrangements".

<PAGE>

Contractual Obligations

CNRL has various  commitments  primarily  related to debt,  operating leases and
demand charges on firm transportation agreements. The following table summarizes
CNRL's commitments as at December 31, 2004.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
($ millions)                            Total   2005   2006   2007   2008   2009   Thereafter
---------------------------------------------------------------------------------------------
<S>                                     <C>      <C>    <C>    <C>    <C>    <C>      <C>
Natural gas transportation                724    194    147    100     78     37        168
---------------------------------------------------------------------------------------------
Crude oil transportation and pipeline     210     11      9     11     12     13        154
---------------------------------------------------------------------------------------------
Offshore equipment operating lease        486    110     48     48     48     48        184
---------------------------------------------------------------------------------------------
Baobab Project                             99     99     --     --     --     --         --
---------------------------------------------------------------------------------------------
Offshore drilling and other               133    125      8     --     --     --         --
---------------------------------------------------------------------------------------------
Electricity                               129     26     28     20     13      8         34
---------------------------------------------------------------------------------------------
Office lease                              141     21     21     22     23     24         30
---------------------------------------------------------------------------------------------
Processing                                  7      5      2     --     --     --         --
---------------------------------------------------------------------------------------------
Horizon Project                            99     99     --     --     --     --         --
---------------------------------------------------------------------------------------------
Long-term debt                          3,175    194     --    162     37     69      2,713
---------------------------------------------------------------------------------------------
   Total                                5,203    884    263    363    211    199      3,283
=============================================================================================
</TABLE>

Code of Ethics

CNRL has had a  long-standing  Code of Integrity,  Business  Ethics and Conduct,
which covers such topics as  employment  standards,  conflict of  interest,  the
treatment of confidential  information  and trading in CNRL's shares,  to ensure
that CNRL's  business is conducted in a consistently  legal and ethical  manner.
Each director and all employees  including each member of senior  management and
more  specifically the principal  executive  officers,  the principal  financial
officer and the  principal  accounting  officer are  required to abide by CNRL's
Code of Integrity,  Business  Ethics and Conduct.  The  Nominating and Corporate
Governance  Committee  periodically  reviews CNRL's Code of Integrity,  Business
Ethics and Conduct to ensure it addresses  appropriate  topics and complies with
regulatory  requirements and recommends any appropriate changes to the Board for
approval.

Any waivers of or amendments to CNRL's Code of  Integrity,  Business  Ethics and
Conduct  must be approved by the Board of  Directors  and will be  appropriately
disclosed  on CNRL's  website at  www.cnrl.com.  No  waivers  to CNRL's  Code of
Integrity,  Business  Ethics and Conduct in whole or in part have been asked for
or granted to any  Director,  senior  officer or employee as of the date of this
Annual Report.

Disclosure Pursuant to the Requirements of the New York Stock Exchange

Presiding Director at Meetings of Non-Management Directors

CNRL schedules executive sessions at each regularly scheduled Board of Directors
meeting in which CNRL's  "non-management  directors" (as that term is defined in
the rules of the New York Stock Exchange) meet without management participation.
Mr. G. D. Giffin serves as the presiding director (the "Presiding  Director") at
such sessions.

<PAGE>

Communication with Non-Management Directors

Shareholders  may send  communications  to CNRL's  non-management  directors  by
writing to the Presiding Director,  c/o Bruce E. McGrath,  Corporate  Secretary,
Canadian  Natural  Resources  Limited,  2500,  855 - 2nd Street  S.W.,  Calgary,
Alberta, T2P 4J8.  Communications will be referred to the Presiding Director for
appropriate  action.  The status of all  outstanding  concerns  addressed to the
Presiding Director will be reported to the board of directors as appropriate.

Corporate Governance Guidelines

In accordance with Section  303A.09 of the NYSE Listed Company Manual,  CNRL has
adopted a set of corporate governance  guidelines,  which are available in print
at no charge to any  shareholder  who requests them.  Requests for copies of the
corporate governance guidelines should be made by contacting:  Bruce E. McGrath,
Corporate  Secretary,  Canadian Natural Resources Limited,  2500-855 2nd Street,
S.W., Calgary, Alberta, Canada T2P 4J8.

Board Committee Charters

The charters of CNRL's Audit  Committee,  Nominating  and  Corporate  Governance
Committee and Compensation  Committee are available in print at no charge to any
shareholder who requests them.  Requests for copies of these documents should be
made by contacting:  Bruce E. McGrath,  Corporate  Secretary,  Canadian  Natural
Resources Limited, 2500-855 2nd Street, S.W., Calgary, Alberta, Canada T2P 4J8.

<PAGE>

                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

CNRL 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  Company has  previously  filed a Form F-X in  connection  with the class of
securities in relation to which the obligation to file this report arises.

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

                                   SIGNATURES

Pursuant to the  requirements  of the Exchange Act, CNRL 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.

Dated this 30th day of March, 2005.

                                             CANADIAN NATURAL RESOURCES LIMITED


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

<PAGE>

Documents filed as part of this report:

                                  EXHIBIT INDEX

Exhibit No.   Description
-----------   -----------

1.            Annual Information Form for the fiscal year ended December 31,
              2004.

2.            Consolidated Financial Statements for the fiscal years ended
              December 31, 2004 and 2003 including U.S. GAAP reconciliation
              note, together with the auditors' report thereon.

3.            Management's Discussion and Analysis for the fiscal year ended
              December 31, 2004.

4.            Supplementary Oil & Gas Information for the fiscal year ended
              December 31, 2004.

5.            Certification of Chief Executive Officer pursuant to Rule
              13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

6.            Certification of Chief Financial Officer pursuant to Rule
              13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.

7.            Certification of Chief Executive Officer pursuant to Rule
              13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
              United States Code (18 U.S.C. 1350).

8.            Certification of Chief Financial Officer pursuant to Rule
              13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
              United States Code (18 U.S.C. 1350).

9.            Consent of PricewaterhouseCoopers LLP, independent chartered
              accountants.

10.           Consent of Sproule Associates Limited, independent petroleum
              engineering consultants.

11.           Consent of Ryder Scott Company, independent petroleum engineering
              consultants.

12.           Consent of Gilbert Laustsen Jung Associates Ltd., independent
              petroleum engineering consultants.