- Amended Statement of Ownership (SC 13G/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___2___)

Equal Energy Ltd.
(Name of Issuer)

Common
(Title of Class of Securities)

29390Q109
(CUSIP Number)

December 31, 2011
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. 29390Q109 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) X 3 SEC USE ONLY 4 Citizenship or place of organization Vancouver, British Columbia, Canada 5 Sole Voting Power Number of Shares Beneficially 6 Shared Voting Power owned 1,315,256 by each reporting 7 Sole Dispositive Power person with 1,315,256 8 Shared Dispositive Power 9 Aggregate amount beneficially owned by each reporting person Connor, Clark & Lunn Investment Management Ltd. 1,315,256 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. 3.78% 12 Type of Reporting* IA (Investment Adviser) SCHEDULE 13G Item 1. (a) Equal Energy Ltd. (b) suite 2700 500-4th Ave SW Calgary, Alberta T2P 2V6 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) 29390Q109 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) 1,315,256 (b) 3.78% (c) (i) Not applicable (ii) 1,315,256 (iii) 1,315,256 (iv) Not applicable Item 5. Ownership of Five Percent or Less of a Class Not applicable 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. December 31, 2011 _ Date _____________________________ Signature Phil Cotterill, Director _ Name/Title UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 5 Page