**US
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      40-F**





o
      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, 2006





Commission
      file number 0-24762





**FirstService
      Corporation**


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





**Ontario**


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





**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 and telephone number of agent for service in the United
      States)*





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





Securities
      registered or to be registered pursuant to Section 12(g) of the Act: Subordinate
      Voting Shares





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:





28,730,094
      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.




oYes
              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.




oYes
            x
                No

















**DISCLOSURE
        CONTROLS AND PROCEDURES**
 *A.
        Evaluation of 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 the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the
        end of the period covered by this annual report (the “Evaluation Date”). They
        have concluded that, as of the Evaluation Date, these disclosure controls
        and
        procedures were effective. However, as recommended by the Securities and
        Exchange Commission (the “SEC”) in its adopting release, the Registrant will
        continue to periodically evaluate its disclosure controls and procedures
        and
        will make modifications from time to time as deemed necessary to ensure that
        information is recorded, processed, summarized and reported within the time
        periods specified in the SEC’s rules and forms.
  *B.
        Changes in internal control over financial reporting.* As of the end of the period covered by this annual report, there were no
        changes
        in the Registrant’s internal control over financial reporting that occurred
        during the period covered by this annual report that have materially affected
        or
        are reasonably likely to materially affect the Registrant’s internal control
        over financial reporting.
  *C.
        Limitations on the effectiveness of controls.* The Registrant’s management, including the Registrant’s Chief Executive Officer
        and Chief Financial Officer, does not expect that the Registrant’s disclosure
        controls and procedures will prevent all error and fraud. A control system,
        no
        matter how well conceived and operated, can provide only reasonable, not
        absolute, assurance that the objectives of the control system are met.
 
 **AUDIT
        COMMITTEE FINANCIAL EXPERT**
 The
        Registrant’s Board of Directors has determined that it has at least one audit
        committee financial expert (as such term is defined in the rules and regulations
        of the SEC) serving on its Audit Committee. Mr. Peter F. Cohen has been
        determined to be such audit committee financial expert and is independent
        (as
        such term is defined by the NASDAQ National 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, 2006 and 2005. During these years,
        PricewaterhouseCoopers LLP was the Registrant’s only external
        auditor.
  
 
   (in
                  US$)
                **Year
                  ended March 31**
              
              
              **2006**
              
              
              **2005**Audit
                  fees (note 1)
              
              $
              1,477,900
              
              $
              913,000Audit-related
                  fees (note 2)
              
              
              131,500
              
              
              345,600Tax
                  fees (note 3)
              
              
              322,000
              
              
              259,800All
                  other fees (note 4)
              
              
              4,600
              
              
              3,300**$**
              **1,936,000**
              
              **$**
              **1,521,700**
  **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 effect on the Registrant's
        financial condition, revenues or expenses, results of operations, liquidity,
        capital expenditures or capital resources that are material to
        investors.
  **CONTRACTUAL
        OBLIGATIONS**
 Please
        refer to the section entitled “Liquidity and Capital Resources” in Management’s
        Discussion and Analysis of Results of Operations and Financial Condition,
        included as an exhibit to this annual report on Form 40-F.
  **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.







**SIGNATURE**
 
 
 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 26, 2006
              By:
              */s/
                John B. Friedrichsen*Name:
              John
                B. FriedrichsenTitle:
              Senior
                Vice President and Chief Financial
                Officer


















**EXHIBIT
        INDEX**
  **No.**
              **Document**  1.
              Annual
                  Information Form of the Registrant for the year ended March 31,
                  2006
 2.
              Consolidated
                  audited financial statements of the Registrant as at March 31,
                  2006 and
                  2005 and for the three years ended on March 31, 2006, in accordance
                  with
                  generally accepted accounting principles in the United
                  States
 3.
              Management’s
                  discussion and analysis of financial condition and results of operations
                  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