<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99-2form6k_041603.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

                                                                    EXHIBIT 99.2
                                                                    ------------



                       CANADIAN NATURAL RESOURCES LIMITED

                               INSTRUMENT OF PROXY

        SOLICITED by the management of canadian natural resources limited
    for the annual general meeting of shareholders to be held on May 8, 2003

         The undersigned shareholder of Canadian Natural Resources Limited (the
"Corporation") hereby appoints Allan P. Markin, Chairman of the Board, or
failing him, John G. Langille, President of the Corporation, or instead of
either of the foregoing, __________________________________as nominee and proxy
(the "Proxy") of the undersigned with full power of substitution to attend and
act on behalf of the undersigned in respect of all Common Shares registered in
the name of the undersigned at the Annual General Meeting of holders of Common
Shares of the Corporation to be held at 3:00 o'clock in the afternoon (MDT) on
the 8th day of May, 2003 (the "Meeting"), and at any adjournment or adjournments
thereof in the same manner, to the same extent and with the same powers as if
the undersigned were present at the Meeting or any adjournment or adjournments
thereof; provided that the undersigned shareholder specifies and directs the
persons above named that the Common Shares registered in the name of the
undersigned shall be voted:

1.       TO VOTE FOR _____ OR WITHHOLD FROM VOTING ON _____ the election as
         directors of the Corporation for the ensuing year, of these nominees
         proposed by management described in the Information Circular
         accompanying the Notice of Meeting and this Instrument of Proxy,
         namely: N. Murray Edwards, Ambassador Gordon D. Giffin, James T.
         Grenon, John G. Langille, Keith A.J. MacPhail, Allan P. Markin, James
         S. Palmer, C.M., Q.C., Eldon R. Smith, M.D. and David A. Tuer.

2.       TO VOTE FOR ______ OR WITHHOLD FROM VOTING ON ______ the appointment of
         PricewaterhouseCoopers LLP, Chartered Accountants, Calgary, Alberta, as
         auditors of the Corporation for the ensuing year and the authorization
         of the directors Audit Committee of the Board of Directors of the
         Corporation to fix their remuneration.

3.       TO VOTE FOR ______ OR AGAINST ______ the ordinary resolution increasing
         the number of Common Shares issuable pursuant to the exercise of
         options granted by the Corporation pursuant to its Amended Compiled and
         Restated Stock Option Plan as set forth in the accompanying Information
         Circular .

4.       At the discretion of the said Proxy, to vote on any permitted
         amendments to or variations of any matters identified in the Notice of
         Meeting enclosed herewith or other matters that may properly be brought
         before the Meeting or any adjournments thereof.

                  UNLESS OTHERWISE INDICATED ABOVE, ON ANY BALLOT THAT MAY BE
                  CALLED FOR, THE COMMON SHARES REPRESENTED BY THIS INSTRUMENT
                  OF PROXY WILL BE VOTED FOR THE APPROVAL OF ALL MATTERS SET OUT
                  HEREIN. IF ANY AMENDMENTS TO THE MATTERS IDENTIFIED IN THE
                  NOTICE OF MEETING ARE PROPOSED AT THE MEETING OR ANY
                  ADJOURNMENT OR ADJOURNMENTS THEREOF, OR IF ANY OTHER MATTERS
                  PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
                  ADJOURNMENTS THEREOF, DISCRETIONARY AUTHORITY IS HEREBY
                  CONFERRED WITH RESPECT THERETO.
                  The undersigned shareholder of the Corporation hereby ratifies
                  and confirms all that the Proxy may do by virtue hereof. Any
                  Instrument of Proxy previously given with respect to the
                  undersigned shares is hereby revoked and this Instrument of
                  Proxy may be revoked at any time prior to the exercise
                  thereof.

                  ______________________________________________________________
                  Name of Shareholder

                  ______________________________________________________________
                  Signature of Shareholder

                  ______________________________________________________________
                  Number of Shares

                  DATED this _____ day of _________________________, 2003.

                  1.       A shareholder has the right to appoint a proxy holder
                  (who need not be a shareholder) other than the persons
                  designated above, to attend and act for such shareholder at
                  the Meeting. To exercise this right, the shareholder must
                  insert the name of the desired person in the blank space
                  provided above and strike out the other names, or may complete
                  another appropriate Instrument of Proxy.

                  2.       The Instrument of Proxy must be dated and must be
                  executed by the shareholder or such shareholder's attorney
                  authorized in writing or if the shareholder is a corporation
                  under its corporate seal or by an officer or attorney thereof
                  duly authorized. If this Instrument of Proxy is not dated it
                  shall be deemed to bear the date on which it was mailed to the
                  shareholder by the management of the Corporation.

                  3.       The Instrument of Proxy will not be valid and will
                  not be acted on or voted unless it is signed and delivered to
                  Computershare Trust Company of Canada, 9th Floor, 100
                  University Avenue, Toronto, Ontario M5J 2Y1 not later than 24
                  hours before the time of the Meeting or any adjournment
                  thereof.


</TEXT>
</DOCUMENT>
