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


FORM
40-F




o
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934ORx
            ANNUAL
      REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the fiscal year ended:December
      31, 2008Commission
      file number:001-32562


STANTEC INC.


(Exact
name of Registrant as specified in its charter) 
 
 (Translation
of Registrant's name into English (if applicable))
 
 Canada
 
 (Province
or other jurisdiction of incorporation or organization)
 
 8711
 (Primary
Standard Industrial Classification Code Number (if applicable))
 
 N/A
 
 (I.R.S.
Employer Identification Number (if applicable))
 
 10160 – 112 Street, Edmonton,
Alberta, Canada T5K 2L6
 
 (Address
and telephone number of Registrant's principal executive offices)
 
 Stantec
Consulting Inc., 19 Technology Drive, Irvine, CA 92618-2334 (949)
923-6000
 
 (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 registeredCommon
      Shares
                New
      York Stock Exchange
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 Securities
registered or to be registered pursuant to Section 12(g) of the
Act.
 
 None.
 
 (Title of
Class)
 
 
 Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.
 
 None.
 (Title of
Class)
 
 For
annual reports, indicate by check mark the information filed with this
Form:
  [Ö] Annual information
form   [Ö] 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.
 
 As
of December 31, 2008 – 45,448,123 Common Shares outstanding.
 
 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 file number assigned to the Registrant in
connection with such Rule.
  Yes
[  ]   No [Ö]
 
 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.
  Yes
[Ö]   No
[  ]
  Page 2 of
5
  DISCLOSURE
CONTROLS AND PROCEDURES
  The
disclosure provided under “Controls and Procedures” on page M-55 of Exhibit 2,
Management’s Discussion and Analysis, is incorporated by reference
herein.
   MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  The
disclosure provided under “Management Report” on page F-1 of Exhibit 4 and is
incorporated by reference herein.
  AUDITOR
ATTESTATION
  The
disclosure provided under “Independent Auditors’ Report on Internal Controls” on
page F-3 of Exhibit 3 and is incorporated by reference herein.
   CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  The
disclosure provided under “Controls and Procedures” on page M-55 of Exhibit 2,
Management’s Discussion and Analysis, is incorporated by reference
herein.
   IDENTIFICATION
OF THE AUDIT COMMITTEE
  On
December 31, 2008, Stantec’s audit committee was made up of the following three
members:  Ivor M. Ruste (Chair), Susan E. Hartman, and Robert R.
Mesel.
   AUDIT
COMMITTEE FINANCIAL EXPERT
 Stantec’s
Board of Directors has determined that it has two audit committee financial
experts serving on its audit committee.  Ivor M. Ruste and Robert R.
Mesel are each an audit committee financial expert (as such term is defined in
the rules and regulations of the Securities Exchange Commission) and is
independent, as that term is defined by the New York Stock Exchange’s corporate
governance standards applicable to Stantec.  The Securities and
Exchange Commission has indicated that the designation of a person as an audit
committee financial expert does not impose on such person any duties,
obligations or liability that are greater than those imposed on such person as a
member of the audit committee and the Board of Directors in the absence of such
designation and does not affect the duties, obligations or liability of any
other member of the audit committee or Board of Directors.
  CODE
OF ETHICS
  Stantec
has adopted a code of ethics, entitled “Stantec Code of Ethics”.  The
Code of Ethics applies to all directors, officers and employees of Stantec,
including Stantec’s principal executive officer, principal financial officer and
principal accounting officer.  Stantec’s Board of Directors, through
its corporate governance and compensation committee, reviews the operation of
the Code of Ethics and any waivers thereof.  The Code of Ethics is
reviewed at least annually to ensure that it complies with all legal
requirements and is in alignment with best practices.  In the event
that amendments are needed, recommendations are made to the corporate governance
and compensation committee and the Board of Directors for
approval.  The Code of Ethics is available on Stantec’s website (www.stantec.com) in
the “Inside Stantec – Governance” section and is available in print to any
shareholder upon written request to the Secretary of Stantec.
 
 The Board
of Directors has also adopted whistleblower procedures which allow officers and
employees who feel that a violation of the Code of Ethics has occurred to report
this violation on a confidential and anonymous basis.  The procedures
allow concerns regarding accounting, internal accounting controls or auditing
matters to be reported on a confidential and anonymous basis as
well.
  Page 3 of
5
  PRINCIPAL
ACCOUNTANT FEES AND SERVICES
  The
disclosure provided under “External Auditor Service Fees” on page 13 of
Exhibit 1, Annual Information Form, is incorporated by reference
herein.
   AUDIT
COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
  The
disclosure provided under “Preapproval Policy” on page 13 of Exhibit 1,
Annual Information Form, is incorporated by reference herein.
   OFF-BALANCE
SHEET ARRANGEMENTS
  The
disclosure provided under “Off-Balance Sheet Arrangements” on page M-33 of
Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference
herein.
   CONTRACTUAL
OBLIGATIONS
  The
disclosure provided under “Contractual Obligations” on page M-33 of Exhibit 2,
Management’s Discussion and Analysis, is incorporated by reference
herein.
   UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
  A.
                Undertaking
  Stantec
undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to the
securities registered pursuant to Form 40-F, 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
  Stantec
has previously filed with the Commission a Form F-X in connection with the
Common 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.
 STANTEC
      INC.Date: February
      26, 2009
                  By:
                  /s/ Anthony
      P. FranceschiniAnthony
      P. FranceschiniPresident
      and Chief Executive
Officer
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 EXHIBIT
INDEX
 
  Exhibit
      No.
                Description1.
                Annual
      Information Form dated February 26, 20092.
                Management’s
      Discussion and Analysis for the year ended December 31, 2008 (pages M-1
      through M-57 of the 2008 Financial Review)3.
                2008
      Audited Consolidated Financial Statements (pages F-1 through F-38 of the
      2008 Financial Review)4.
                Consent
      of Ernst & Young LLP5.
                Officers’
      Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to
      Section 302 of the U.S. Sarbanes-Oxley Act of
20026.
                Officers’
      Certifications required by Rule 13a-14(b) or Rule 15d-14(b) pursuant to 18
      U.S.C. Section 1350, as enacted pursuant to Section
                  906
      of the U.S. Sarbanes-Oxley Act of
2002













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