UNITED STATES

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO._2_)*

Canadian Natural Resources Ltd

(Name of Issuer)

Common Stock

(Title of Class of Securities)

2171573

(Cusip No.)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

SCHEDULE 13G

CUSIP No.

Page 2 of 6 Pages

1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Brown Capital Management, Inc.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)[ ]
(b)[ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland

REPORTING NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
PERSON WITH

5.
6
7.
8.

SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER

42,570
None
42,570
None

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

42,570

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.01%

12. TYPE OF REPORTING PERSON*

IA CO

CUSIP No.

2171573

Page 3 of 6 Pages

Item 1

(a)

Name of Issuer:

Canadian Natural Resources Ltd

(b)

Address of Issurer

2500, 855-2 Street SW

Calgary Alberta Canada, Alberta, Canada T2P 4J8

Item 2

(a)

Name of Person Filing:

Brown Capital Management, Inc

(b)

Address of Principal Business Office or, if none, Residence:

1201 N. Calvert Street
Baltimore, Maryland 21202

(c)

Citizenship:

Maryland

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

2171573

Item 3:

Capacity in Which Person is Filing:

[x]

Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940

CUSIP No.

2171573

Page 4 of 6 Pages

Item 4:

Ownership As of October 31, 2008:

(a)

Amount Beneficially Owned:

42,570

(b)

Percent of class:

0.01%

(c)

Number of shares to which such person has:

(i)
(ii)
(iii)
(iv)

Sole power to vote or to direct the vote:
Shared power to vote or to direct the vote:
Sole power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of :

42,570
None
42,570
None

Item 5:

Ownership of Five Percent or Less of Class:

0.01%

This report is being filed to report the fact that as of the date above, Brown Capital Management has ceased to be the beneficial owner of more than 5% of the class of securities.

Yes

CUSIP No.

2171573

Page 5 of 6 Pages

Item 6:

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7:

Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company:

Not applicable

Item 8:

Identification and Classification of Members of the Group:

Not applicable

Item 9:

Notice of Dissolution of Group:

Not applicable

CUSIP No.

2171573

Page 6 of 6 Pages

Item 10:

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

By: /s/ Eddie C. Brown

President

Date:

October 31, 2008