**EXHIBIT
31**
 
 
 **CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)**
 
 I, Jay
S. Hennick, certify that:
 
 1.
    I
      have reviewed this annual report on Form 40-F of FirstService
      Corporation;2.
    Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the issuer as
      of, and for, the periods presented in this report;4.
    The
      issuer's other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-15(e) and 15d-15(e)) for the issuer and
  have:(a)
    Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the issuer, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;(b)
    Evaluated
      the effectiveness of the issuer's disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation; and(c)
    Disclosed
      in this report any change in the issuer's internal control over financial
      reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to materially
      affect, the issuer's internal control over financial reporting;
      and5.
    The
      issuer's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      issuer's auditors and the audit committee of the issuer's board of
      directors (or persons performing the equivalent
  functions):(a)
    All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the issuer's ability to record,
      process, summarize and report financial information;
and(b)
    Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the issuer's internal control
      over financial reporting.
 
 June 8,
2005
 
 
 
 */s/
Jay S. Hennick*
 Jay S.
Hennick
 President
and Chief Executive Officer
    
 
   **CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)**
 
 I, John
B. Friedrichsen, certify that:
 
 1.
    I
      have reviewed this annual report on Form 40-F of FirstService
      Corporation;2.
    Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the issuer as
      of, and for, the periods presented in this report;4.
    The
      issuer's other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-15(e) and 15d-15(e)) for the issuer and
  have:(a)
    Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the issuer, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;(b)
    Evaluated
      the effectiveness of the issuer's disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation; and(c)
    Disclosed
      in this report any change in the issuer's internal control over financial
      reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to materially
      affect, the issuer's internal control over financial reporting;
      and5.
    The
      issuer's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      issuer's auditors and the audit committee of the issuer's board of
      directors (or persons performing the equivalent
  functions):(a)
    All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the issuer's ability to record,
      process, summarize and report financial information;
and(b)
    Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the issuer's internal control
      over financial reporting.
 
 
 June 8,
2005
 
 
 
 */s/
John B. Friedrichsen*
 John B.
Friedrichsen
 Senior
Vice President and Chief Financial Officer