<SEC-DOCUMENT>0001140804-14-000014.txt : 20140214
<SEC-HEADER>0001140804-14-000014.hdr.sgml : 20140214
<ACCEPTANCE-DATETIME>20140214165943
ACCESSION NUMBER:		0001140804-14-000014
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140214
DATE AS OF CHANGE:		20140214

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bellatrix Exploration Ltd.
		CENTRAL INDEX KEY:			0001483405
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87192
		FILM NUMBER:		14618198

	BUSINESS ADDRESS:	
		STREET 1:		530 - 8TH AVENUE S.W.
		STREET 2:		SUITE 2300
		CITY:			CALGARY
		STATE:			A0
		ZIP:			T2P 3S8
		BUSINESS PHONE:		403-750-2655

	MAIL ADDRESS:	
		STREET 1:		530 - 8TH AVENUE S.W.
		STREET 2:		SUITE 2300
		CITY:			CALGARY
		STATE:			A0
		ZIP:			T2P 3S8

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONNOR CLARK & LUNN INVESTMENT MANAGEMENT LTD
		CENTRAL INDEX KEY:			0001140804
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		2200 - 1111 WEST GEORGIA STREET
		CITY:			VANCOUVER BC
		STATE:			A1
		ZIP:			V6E 4M3
		BUSINESS PHONE:		6046852020

	MAIL ADDRESS:	
		STREET 1:		2200 - 1111 WEST GEORGIA STREET
		CITY:			VANCOUVER BC
		STATE:			A1
		ZIP:			V6E 4M3
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>r13g123113.txt
<DESCRIPTION>CONNOR, CLARK & LUNN 13GA BELLATRIX EXP DEC 31 13
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Bellatrix Exploration Ltd
(Name of Issuer)

Common
(Title of Class of Securities)

078314101
(CUSIP Number)

December 31, 2013
Date of Event Which Requires Filing of this Statement


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

X	Rule 13d-1(b)
?	Rule 13d-1(c)
?	Rule 13d-1(d)

The information required in 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).


CUSIP NO. 078314101


1
Name of reporting person
S.S. or I.R.S. Identification No. of Above Person

CONNOR, CLARK & LUNN INVESTMENT MANAGEMENT LTD.


2
Check the appropriate box if a member of a group
(a)


(b)
?


3
SEC USE ONLY
4
Citizenship or place of organization

Vancouver, British Columbia, Canada

5
Sole Voting Power
Number of Shares

2,207,933
Beneficially
6
Shared Voting Power
owned


by each reporting
7
Sole Dispositive Power
person with

3,016,744

8
Shared Dispositive Power


9
Aggregate amount beneficially owned by each reporting person

Connor, Clark & Lunn Investment Management Ltd.
3,016,744

10
Check box if the aggregate amount in row (9) excludes certain shares*

Not Applicable
11
Percent of Class Represented by amount in Row 9

Connor, Clark & Lunn Investment Management Ltd.
1.8%
12
Type of Reporting*

IA (Investment Adviser)


SCHEDULE 13G


Item 1.
	      (a)	Bellatrix Exploration Ltd
	      (b)	1920, 800-5th Avenue SW
Calgary, AB,
T2P 3T6
Canada


Item 2.
	(a)	CONNOR, CLARK & LUNN INVESTMENT MANAGEMENT LTD.
	(b)	2200-1111 West Georgia Street
		Vancouver, BC,
		V6E 4M3
		Canada
	(c)	Vancouver, British Columbia, Canada
	(d)	Common
	(e)	078314101

Item 3.	If this statement is filed pursuant to Rule 13d-1(b),
	or 13d-2(h), check whether the person filing is a:
	Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

Item 4.	Ownership
      (a)	   3,016,744
	(b)	1.8%
	(c)
		(i)	2,207,933
		(ii)	0
		(iii)	3,016,744
		(iv)	0

Item 5.	Ownership of Five Percent or Less of a Class
	Yes

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


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.

	Connor, Clark & Lunn Investment Management Ltd. ("Company")
	is of the view that it and the investment companies and other
	accounts that it manages are not acting as a "group" for the
	purposes of section 13(d) under the Act and that it and such
	investment companies and accounts are not otherwise required
	to attribute to each other the "beneficial ownership" of securities
	"beneficially owned" under Rule 13D-3 promulgated under the
	1934 Act.  Therefore, it is of the view that the shares held
	by the Company and such investment companies and accounts should
	 not be aggregated for purposes of section 13(d).

	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.


February 13, 2014              _
										Date


_____________________________
										Signature


                 Phil Cotterill, Director   _
										Name/Title
4
		Page
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>