**US
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      40-F**





[
      ] Registration
      Statement Pursuant to Section 12 of the Securities Exchange Act of 1934


or


[x]
      Annual Report Pursuant to Section 13(a) or 15(d) of the Securities Exchange
      Act
      of 1934





For
      the
      fiscal year ended **March
      31, 2007**





Commission
      file number **0-24762**





**FirstService
      Corporation**


*(Exact
      name of Registrant as specified in its charter)*





**N/A**


*(Translation
      of Registrant’s name into English (if applicable))*





**Ontario,
      Canada**


*(Province
      or other jurisdiction of incorporation or organization)*





**6500**


*(Primary
      Standard Industrial Classification Code Number (if
      applicable))*





**N/A**


*(I.R.S.
      Employer Identification Number (if applicable))*





**1140
      Bay Street, Suite 4000**


**Toronto,
      Ontario, Canada M5S 2B4**


**416-960-9500**


*(Address
      and telephone number of Registrant’s principal executive
      offices)*





**Mr.
      Santino Ferrante, Ferrante & Associates**


**126
      Prospect Street, Cambridge, MA 02139**


**617-868-5000**


*(Name,
      address (including zip code) and telephone number (including area code) of
      agent
      for service in the United States)*





Securities
      registered or to be registered pursuant to Section 12(b) of the Act:





Title
                of each class
            Name
                of each exchange on which registered**Subordinate
                Voting Shares**
            **NASDAQ
                Stock Market**
              **Toronto
                Stock Exchange**













Securities
      registered or to be registered pursuant to Section 12(g) of the Act: **None**





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act: **None**





For
      annual reports, indicate by check mark the information filed with this
      Form:





[ **x** ]
      Annual information form   [ **x** ]
      Audited annual financial statements





Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of the close of the period covered by the annual
      report:





**28,597,194
      Subordinate Voting Shares and 1,325,694 Multiple Voting
      Shares**





Indicate
      by check mark whether the Registrant by filing the information contained in
      this
      Form is also thereby furnishing the information to the Commission pursuant
      to
      rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).
      If “Yes” is marked, indicate the filing number assigned to the Registrant in
      connection with such Rule.





[
      ]
      Yes   [ **x** ]
      No





Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the Registrant was required to file such
      reports) and (2) has been subject to such filing requirements for the past
      90
      days.





[ **x** ]
      Yes   [
      ]
      No





**PRINCIPAL
      DOCUMENTS**





The
      following documents have been filed as part of this Annual Report on Form
      40-F:




**A.
      Annual Information Form**




For
      the
      Registrant’s Annual Information Form for the fiscal year ended March 31, 2007,
      see Exhibit 1 of this Annual Report on Form 40-F.




**B.
      Audited Annual Financial Statements**




For
      the
      Registrant’s consolidated audited annual financial statements as at March 31,
      2007 and 2006 and for the three fiscal years ended on March 31, 2007, including
      the auditor’s report with respect thereto, see Exhibit 2 of this Annual Report
      on Form 40-F.




**C.
      Management’s Discussion and Analysis**




For
      the
      Registrant’s management’s discussion and analysis for the fiscal year ended
      March 31, 2007, see Exhibit 3 of this Annual Report on Form 40-F.







**DISCLOSURE
      CONTROLS AND PROCEDURES**





The
      Registrant’s Chief Executive Officer and Chief Financial Officer have evaluated
      the effectiveness of the Registrant’s disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
      covered by this annual report (the “Evaluation Date”). Based on that evaluation,
      the Chief Executive Officer and Chief Financial Officer have concluded that,
      as
      of the Evaluation Date, the Registrant’s disclosure controls and procedures were
      effective to ensure that information required to be disclosed by the Registrant
      in reports that it files or submits under the Exchange Act is (i) recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the Securities and Exchange Commission (the “SEC”) and (ii)
      accumulated and communicated to the Registrant’s management, including its Chief
      Executive Officer and Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure.




**MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**




Management
      of the Registrant is responsible for establishing and maintaining adequate
      internal control over financial reporting (as such term is defined in Rules
      13a-15(f) and 15d-15(f) of the Exchange Act). The Registrant’s management has
      designed such internal control over financial reporting to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      and fair presentation of financial statements for external purposes in
      accordance with accounting principles generally accepted in the United States
      of
      America.




Because
      of its inherent limitations, the Registrant’s internal control over financial
      reporting may not prevent or detect all possible misstatements or frauds. Also,
      projections of any evaluation of effectiveness to future periods are subject
      to
      the risk that controls may become inadequate because of changes in conditions,
      or that the degree of compliance with policies or procedures may deteriorate.




The
      Registrant’s management conducted an evaluation of the effectiveness of the
      Registrant’s internal control over financial reporting based on the framework
      and criteria established in *Internal
      Control - Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”). Based on this evaluation, management assessed the effectiveness of the
      Registrant’s internal control over financial reporting for the fiscal year ended
      March 31, 2007 and concluded that such internal control over financial reporting
      was effective as of March 31, 2007.







This
      annual report does not include an attestation report of the Registrant’s
      registered public accounting firm regarding internal control over financial
      reporting. Management’s report was not subject to attestation by the
      Registrant’s registered public accounting firm pursuant to temporary rules of
      the Securities and Exchange Commission that permit the Registrant to provide
      only management’s report in this annual report.




**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**




During
      the fiscal year ended March 31, 2007, there were no changes in the Registrant’s
      internal control over financial reporting that have materially affected, or
      are
      reasonably likely to materially affect, the Registrant’s internal control over
      financial reporting.







**NOTICES
      PURSUANT TO REGULATION BTR**





None.








**AUDIT
      COMMITTEE FINANCIAL EXPERT**





The
      Registrant’s board of directors (the “Board of Directors”) has determined that
      it has at least one audit committee financial expert (as such term is defined
      in
      item 8(a) of General Instruction B to Form 40-F) serving on its audit committee
      (the “Audit Committee”). Mr. Peter F. Cohen has been determined by the Board of
      Directors to be such audit committee financial expert and is independent (as
      such term is defined by the NASDAQ Stock Market’s corporate governance standards
      applicable to the Registrant).




The
      SEC
      has indicated that the designation of Mr. Peter F. Cohen as an audit committee
      financial expert does not make him an “expert” for any purpose, impose on him
      any duties, obligations or liability that are greater than the duties,
      obligations or liability imposed on him as a member of the Audit Committee
      and
      the Board of Directors in absence of such designation, or affect the duties,
      obligations or liability of any other member of the Audit Committee or Board
      of
      Directors.




**CODE
      OF ETHICS**





The
      Registrant has adopted a Code of Ethics and Conduct that applies to all
      directors, officers and employees of the Registrant and its subsidiaries, and
      a
      Financial Management Code of Ethics, which applies to senior management and
      senior financial and accounting personnel of the Registrant and its
      subsidiaries. A copy of the Code of Ethics and Conduct and the Financial
      Management Code of Ethics can be obtained, free of charge, on the Registrant’s
      website (www.firstservice.com) or by contacting the Registrant at (416)
      960-9500.









**PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





The
      following table sets out the fees billed to the Registrant by
      PricewaterhouseCoopers LLP and its affiliates for professional services rendered
      in each of the fiscal years ended March 31, 2007 and 2006. During these years,
      PricewaterhouseCoopers LLP was the Registrant’s only external
      auditor.




(in
                US$)
              **Year
                ended March 31**
            
            
            **2007**
            
            
            **2006**Audit
                fees (note 1)
            
            $
            1,102,400
            
            $
            1,477,900Audit-related
                fees (note 2)
            
            
            339,600
            
            
            131,500Tax
                fees (note 3)
            
            
            147,100
            
            
            322,000All
                other fees (note 4)
            
            
            5,000
            
            
            4,600**$**
            **1,594,100**
            
            **$**
            **1,936,000**




**Notes:**




1.
      Refers to the aggregate fees billed by the Registrant’s external auditor for
      audit services, including statutory and subsidiary audits. In 2006, audit fees
      included audits of Resolve Corporation and issuance of comfort letters in
      relation to the sale of Resolve Corporation.


2.
      Refers to the aggregate fees billed for assurance and related services by the
      Registrant’s external auditor that are reasonably related to the performance of
      the audit or review of the Registrant’s financial statements and are not
      reported under (1) above, including professional services rendered by the
      Registrant’s external auditor for accounting consultations on proposed
      transactions and consultations related to accounting and reporting standards.
      Such fees included fees incurred in respect of: compliance with the *Sarbanes-Oxley
      Act* ;
      due
      diligence and other work related to the disposition and acquisition of
      businesses, such work being unrelated to the audit of the Registrant’s financial
      statements; accounting consultations with respect to proposed transactions;
      as
      well as other audit-related services.


3.
      Refers to the aggregate fees billed for professional services rendered by the
      Registrant’s external auditor for tax compliance, tax advice and tax
      planning.


4.
      Refers to fees for software product licensing billed by the Registrant’s
      external auditor.








**AUDIT
      COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES**





The
      Registrant’s Audit Committee pre-approves all audit services and permitted
      non-audit services provided to the Registrant by PricewaterhouseCoopers LLP.
      The
      Audit Committee has delegated to the Chair of the Audit Committee, who is
      independent, the authority to act on behalf of the Audit Committee with respect
      to the pre-approval of all audit and permitted non-audit services provided
      by
      its external auditors from time to time. Any approvals by the Chair are reported
      to the full Audit Committee at its next meeting. All of the services described
      in footnotes 2, 3 and 4 under “Principal Accountant Fees and Services” above
      were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of
      Rule
      2-01 of Regulation S-X.




**OFF-BALANCE
      SHEET ARRANGEMENTS**





The
      Registrant does not have any off-balance sheet arrangements that have or are
      reasonably likely to have a current or future material effect on the
      Registrant’s financial condition, revenues or expenses, results of operations,
      liquidity, capital expenditures or capital resources.





**TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS**





The
      information provided in the table entitled “Contractual Obligations” under the
      section entitled “Liquidity and Capital Resources” in the Management’s
      Discussion and Analysis of Results of Operations and Financial Condition
      included as Exhibit 3 to this annual report on Form 40-F, is incorporated herein
      by reference.







**IDENTIFICATION
      OF THE AUDIT COMMITTEE**





The
      Registrant has a separately designated standing Audit Committee established
      in
      accordance with section 3(a)(58)(A) of the Exchange Act. The members of the
      Audit Committee are Messrs. Bernard I. Ghert (Chair), Peter F. Cohen and Brendan
      Calder.




**UNDERTAKING
      AND CONSENT TO SERVICE OF PROCESS**





**A.**  **Undertaking**





The
      Registrant undertakes to make available, in person or by telephone,
      representatives to respond to inquiries made by the staff of the SEC, and to
      furnish promptly, when requested to do so by the SEC staff, information relating
      to the securities in relation to which the obligation to file an annual report
      on Form 40-F arises or transactions in said securities.




**B.**  **Consent
      to Service of Process**





The
      Registrant has previously filed with the SEC a written irrevocable consent
      and
      power of attorney on Form F-X in connection with the Subordinate Voting
      Shares.





**SIGNATURES**




Pursuant
      to the requirements of the Exchange Act, the Registrant certifies that it meets
      all of the requirements for filing on Form 40-F and has duly caused this annual
      report to be signed on its behalf by the undersigned, thereto duly
      authorized.





**FIRSTSERVICE
              CORPORATION**Date: May
              22, 2007
            By:
            /s/ *John
              B. Friedrichsen*Name:John
              B. FriedrichsenTitle:Senior
                Vice President andChief
                Financial Officer











**EXHIBIT
      INDEX**


**No.**
            **Document**  1.
            Annual
                Information Form of the Registrant for the year ended March 31,
                2007.





2.
            Consolidated
                audited financial statements of the Registrant as at March 31, 2007
                and
                2006 and for the three fiscal years ended on March 31, 2007, in accordance
                with generally accepted accounting principles in the United
                States.





3.
            Management’s
                discussion and analysis of results of operations and financial condition
                of the Registrant.





4.
            Consent
                of PricewaterhouseCoopers LLP.  31.
            Officers’ Certifications
              Required by Rule 13a-14(a) or Rule 15d-14(a).  32.
            Officers’ Certifications
              Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
              63 of Title 18 of the United States Code