SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
          ____________________________________________________________

                                  SCHEDULE 13D

                                 Amendment No. 2

                    Under the Securities Exchange Act of 1934

                       CAPITAL ENVIRONMENTAL RESOURCE INC.
                                (Name of issuer)

                                  Common Shares
                         (Title of class of securities)

                                    14008M104
                                 (CUSIP number)

                                 DON A. SANDERS,
                             600 Travis, Suite 3100
                              Houston, Texas 77002
                                 (713) 224-3100
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                  May 1, 2003*
             (Date of event which requires filing of this statement)

         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [_]

* Filed for purposes of updating previous filing.




CUSIP No. 14008M104                   13D                      Page 2 of 9 Pages

1      Name of Reporting Persons/I.R.S. Identification No. of Above Persons
       (Entities Only)

               Don A. Sanders

2      Check the Appropriate Box if a member of a Group           (a) [_]
       (See Instructions)                                         (b) [_]

3      SEC Use Only

4      Source of Funds (See Instructions)

               PF

5      Check if Disclosure of Legal Proceedings is Required Pursuant to Item
       2(d) or 2(e) [_]

6      Citizenship or Place or Organization                 USA

                             7      Sole Voting Power                1,339,142
Number of
Shares
Beneficially                 8      Shared Voting Power                656,392
Owned by
Each
Reporting                    9      Sole Dispositive Power           1,339,142
Person with

                            10      Shared Dispositive Power           656,392

11     Aggregate Amount Beneficially Owned by Each Reporting Person
               1,995,434

12     Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
       (See Instructions)

13     Percent of Class Represented by Amount in Row (11)                5.7%

14     Type of Reporting Person (See Instructions)                        IN



CUSIP No. 14008M104                   13D                      Page 3 of 9 Pages


1      Name of Reporting Persons/I.R.S. Identification No. of Above Persons
       (Entities Only)

               Sanders Opportunity Fund, L.P.
               Sanders Opportunity Fund (Institutional), L.P.

2      Check the Appropriate Box if a member of a Group            (a) [X]
       (See Instructions)                                          (b) [_]

3      SEC Use Only

4      Source of Funds (See Instructions)

               WC

5      Check if Disclosure of Legal Proceedings is Required Pursuant to Item
       2(d) or 2(e) [_]

6      Citizenship or Place or Organization      Delaware limited partnerships

                             7      Sole Voting Power                   25,000
Number of
Shares
Beneficially                 8      Shared Voting Power                      0
Owned by
Each
Reporting                    9      Sole Dispositive Power              25,000
Person with

                            10      Shared Dispositive Power                 0

11     Aggregate Amount Beneficially Owned by Each Reporting Person
               25,000

12     Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
       (See Instructions)

13     Percent of Class Represented by Amount in Row (11)      Less than 0.1%


14     Type of Reporting Person (See Instructions)                          PN



CUSIP No. 14008M104                   13D                      Page 4 of 9 Pages


1      Name of Reporting Persons/I.R.S. Identification No. of Above Persons
       (Entities Only)

               SOF Management, LLC

2      Check the Appropriate Box if a member of a Group             (a) [_]
       (See Instructions)                                           (b) [_]

3      SEC Use Only

4      Source of Funds (See Instructions)

                WC

5      Check if Disclosure of Legal Proceedings is Required Pursuant to Item
       2(d) or 2(e) [_]

6      Citizenship or Place or Organization   Delaware limited liability company

                            7       Sole Voting Power                   25,000
Number of
Shares
Beneficially                8       Shared Voting Power                      0
Owned by
Each
Reporting                   9       Sole Dispositive Power              25,000
Person with

                           10       Shared Dispositive Power                 0

11     Aggregate Amount Beneficially Owned by Each Reporting Person
                25,000

12     Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
       (See Instructions)

13     Percent of Class Represented by Amount in Row (11)       Less than 0.1%


14     Type of Reporting Person (See Instructions)              OO



CUSIP No. 14008M104                   13D                      Page 5 of 9 Pages


Item 1.        Security and Issuer

         The class of equity securities to which this statement relates is the
common shares (the "Common Shares") of Capital Environmental Resource Inc.,
whose principal executive office is located at 1005 Skyview Drive, Burlington,
Ontario, Canada L7P 5B1.

Item 2.        Identity and Background

         Don A. Sanders ("Sanders") is the Vice Chairman and a director of
Sanders Morris Harris Group, Inc. ("SMHG") and a director of Sanders Morris
Harris Inc., an investment-banking firm and wholly owned subsidiary of SMHG. The
address of his principle office is 600 Travis, Suite 3100, Houston, Texas 77002.
Mr. Sanders is a citizen of the United States.

         Sanders Opportunity Fund, L.P. and Sanders Opportunity Fund
(Institutional), L.P. (the "Funds") are Delaware limited partnerships whose
principal business is making investments in the securities of other entities.
The address of their principal office is 600 Travis, Suite 3100, Houston, Texas
77002. Mr. Sanders serves as the Chief Investment Officer and as Chairman of the
Partnerships' Investment Committees.

         SOF Management, LLC (the "General Partner") is a Delaware limited
liability company and the sole general partner of the Funds. The principal
business of the General Partner is to act as general partner of the Funds. The
address of its principal office is 600 Travis, Suite 3100, Houston, Texas 77002.

         Neither Sanders, the Funds, nor the General Partner has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has Sanders, the Funds, or the General
Partner during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.

Item 3.        Source and Amount of Funds or other Consideration

         The funds used or to be used in making purchases of the Issuer's Common
Shares are personal funds of Sanders.

         On February 6, 2002, Sanders acquired 200,000 shares of Series 1
Preferred Shares of the Issuer at a price of $2.65 per share. The Series 1
Preferred Shares were non-voting and were not entitled to receive any dividends.
The Series 1 Preferred Shares were automatically convertible into fully paid and
non-assessable Common Shares on the basis of one Common Share for each Series 1
Preferred Share held, upon approval of the conversion by resolution of the
common shareholders of the Issuer. On March 27, 2002, the shareholders approved
the conversion of the



outstanding preferred shares and effective as of April 1, 2002, all outstanding
Series I Preferred Shares were converted into Common Shares.

Item 4.        Purpose of Transaction

         The securities of the Issuer were acquired by Sanders for his own
account, for the account of the Funds, and for the account of certain clients of
Sanders ("Clients") who have granted Sanders a discretionary authority to
purchase and sell securities on their behalf, in open market transactions and
privately negotiated transactions for the purposes of investment. Sanders, the
Funds, and the Clients entered into these transactions for general investment
purposes.

         Sanders reviews continuously his equity interest in the Issuer and may
or may not seek involvement in the Issuers affairs. Sanders was appointed to the
Board of Directors of the Issuer on September 6, 2001. Depending upon his
evaluation of the Issuers business and prospects and upon future developments,
Sanders, the Funds, Clients, or other entities that may be deemed to be
affiliates of Sanders, may from time to time purchase additional securities of
the Issuer, dispose of all or a portion of the securities held by such person,
or cease buying or selling shares. Any such additional purchases of the
securities may be in open market or privately negotiated transactions or
otherwise.

         Except as described in this Item 4, the Reporting Persons have no
present plans or proposals which relate or would result in: (i) the acquisition
by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer, (ii) an extraordinary corporate transaction such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries, (ii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iv) any change in the present board of
directors or management of the Issuer, (v) any material change to the present
capitalization or dividend policy of the Issuer, (vi) any other material change
in the Issuer's business or corporate structure, (vii) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person, (viii) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted on an inter-dealer quotation
system of a registered national securities association, (ix) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended,
or (x) any actions similar to any of those enumerated above.



CUSIP No. 14008M104                   13D                      Page 7 of 9 Pages

Item 5. Interest in Securities of the Issuer.

         (a)   The aggregate number and percentage of shares of Common Stock of
the Issuer beneficially owned by the persons identified in Item 2 is as follows:

                                               Aggregate Number      Percentage
          Beneficial Owner                     of Shares Owned        of Class

Sanders Opportunity Fund, L.P. and
   Sanders Opportunity Fund
    (Institutional), L.P.                            25,000               *
SOF Management, LLC                                  25,000 (1)           *
Don A. Sanders                                    1,995,534 (2)           5.7%
____________

(*)      Less than one-tenth of one percent (0.1%).
(1)      Includes shares beneficially owned by the Funds.
         Includes 1,339,142 shares owned directly by Sanders, 25,000 shares
         beneficially owned by the Funds and the General Partner, and 631,392
         shares ("Client Shares") beneficially owned by Clients from whom
         Sanders holds discretionary authority to purchase and sell securities
         on their behalf. In accordance with Section 240.13d-4, Sanders
         expressly declares that the filing of the Schedule shall not be
         construed as an admission that he is, for the purposes of Section 13(d)
         or Section 13(g) of the Securities Exchange Act of 1934, as amended,
         the beneficial owner of any Client Shares.

         (b)   The number of Common Shares as to which there is sole power to
direct the vote, shares power to vote or to direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages,
and such information is incorporated herein by reference.

         (c)   No transactions were effected by the Reporting Person involving
Common Shares during the last 60 days.

         (d)   Sanders has the right to receive or the power to direct receipt
of dividends from, or the proceeds from the sale of the 1,339,142 Common Shares
he owns directly, while each Fund and applicable Client has the right to receive
or the power to direct receipt of dividends from, or the proceeds from the sale
of the applicable Client Shares.

         (e)   Not applicable



CUSIP No. 14008M104                   13D                      Page 8 of 9 Pages

Item 6.     Contracts, Arrangements, Understandings, or Relationships With
            Respect to Securities of the Issuer.

         Sanders has entered into a Voting Agreement dated as of April 2, 2003,
with the Issuer and certain other shareholders of the Issuer pursuant to which
Sanders has agreed to vote all Common Shares owned by Sanders in favor of the
approval of the conversion into Common Shares of the Series 1 Preferred Shares
of the Issuer issued on or about April 2, 2003, and the exercisability of
certain warrants to purchase common shares of the Issuer issued in conjunction
with the issuance of the Series 1 Preferred Shares. Except for such Voting
Agreement, the Reporting Person has no contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to securities of
the Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures.

Item 7.     Materials to be Filed as Exhibits.

Exhibit          Title

A                          Joint Filing Agreement

                                    Signature

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

Dated: May 1, 2003                                  /s/ Don A. Sanders
                                                    ------------------------

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).



CUSIP NO. 10048M104                   13D                           9 of 9 Pages

                                                                       Exhibit A

                       Schedule 13D Joint Filing Agreement

The undersigned and each other person executing this joint filing agreement
(this "Agreement") agree as follows:

The undersigned and each other person executing this Agreement are responsible
for the timely filing of such Schedule 13D and any amendments thereto, and for
the completeness and accuracy of the information concerning such person
contained therein; but none of the undersigned or any other person executing
this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.

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

In Witness Whereof, the undersigned have caused this Agreement to be signed by
their respective officers thereunto duly authorized as of the date set forth
below.

Date: May 1, 2003

Signatures:

SOF Management, LLC

By      /s/ Don A. Sanders
  ----------------------------------
Name: Don A. Sanders
Title: Manager and Chief Investment Officer

Sanders Opportunity Fund, L.P. and
Sanders Opportunity Fund (Institutional), L.P.

By:  SOF Management, LLC, general partner

By      /s/ Don A. Sanders
  ----------------------------------
Name: Don A. Sanders
Title: Manager and Chief Investment Officer