**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 OF1934****OR**   þ **ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934****For the fiscal year ended****December 31, 2005****Commission 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., 8211 South 48th Street, Phoenix, AZ 85044 (602)438-2200 (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      Common Shares New York Stock ExchangeSecurities 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:þAnnual information form      þ Audited annual financial statementsIndicate the number of outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report.          As of December 31, 2005 – 22,371,827 Common Shares outstanding.Indicate by check mark whether the Registrant by filing the information contained in this Form isalso thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under theSecurities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file numberassigned to the Registrant in connection with such Rule.     Yes o       No þIndicate by check mark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports) and (2) has been subject to such filingrequirements for the past 90 days.     Yes þ   No o  
 

 
**DISCLOSURE CONTROLS AND PROCEDURES**Disclosure controls and procedures are designed to ensure that information required to be disclosedby Stantec Inc. (“Stantec”) in reports filed with securities regulatory agencies is recorded,processed, summarized and reported on a timely basis and is accumulated and communicated toStantec’s management, including our Chief Executive Officer and Chief Financial Officer, asappropriate, to allow timely decisions regarding required disclosure.An evaluation was carried out under the supervision of and with the participation of Stantec’smanagement, including our Chief Executive Officer and Chief Financial Officer, of the effectivenessof our disclosure controls and procedures (as defined in rules adopted by the U.S. Securities andExchange Commission) as of December 31, 2005. Based on that evaluation, our Chief ExecutiveOfficer and Chief Financial Officer concluded that the design and operation of our disclosurecontrols and procedures were effective.Internal controls over financial reporting are procedures designed to provide reasonable assurancethat transactions are properly authorized, assets are safeguarded against unauthorized and improperuse, and transactions are properly recorded and reported. A control system, no matter how welldesigned and operated, can provide only reasonable, not absolute, assurance with respect to thereliability of financial reporting and financial statement preparation. Accordingly, Stantec’smanagement, including our Chief Executive Officer and our Chief Financial Officer, does not expectthat Stantec’s internal controls over financial reporting will prevent or detect all errors and allfraud.There has been no change in Stantec’s internal controls over financial reporting during the yearended December 31, 2005 that materially affected, or that is reasonably likely to materiallyaffect, Stantec’s internal controls over financial reporting.Stantec will continue to periodically review its disclosure controls and procedures and internalcontrols over financial reporting and may make modifications from time to time as considerednecessary or desirable. Stantec has been undertaking a comprehensive review of its existinginternal controls over financial reporting in preparation for the reporting and attestationrequirements of Section 404 of the Sarbanes-Oxley Act of 2002 becoming effective. In connectionwith such review, modifications have been made to Stantec’s disclosure controls and procedures andinternal controls over financial reporting and modifications may, as appropriate, be made toStantec’s disclosure controls and procedures or internal controls over financial reporting in thefuture.**IDENTIFICATION OF THE AUDIT COMMITTEE**Stantec’saudit committee is made up of the following three members: William(Bill) D. Grace (Chair),E. John (Jack) Finn and Robert R. Mesel.**AUDIT COMMITTEE FINANCIAL EXPERT**Stantec’s Board of Directors has determined that it has at least one audit committee financialexpert serving on its audit committee. The Board of Directors has determined that Mr. William D.Grace is an audit committee financial expert (as such term is defined in the rules and regulationsof the Securities Exchange Commission) and is independent, as that term is defined by the New YorkStock Exchange’s corporate governance standards applicable to Stantec. The Securities and ExchangeCommission has indicated that the designation of a person as an audit committee financial expertdoes not impose on such person any duties, obligations or liability that are greater than thoseimposed on such person as a member of the audit committee and the Board of Directors in the absenceof such designation and does not affect the duties, obligations or liability of any other member ofthe audit committee or Board of Directors.**CODE OF ETHICS**Stantec has adopted a code of ethics, entitled “Stantec Code of Ethics”. The Code of Ethicsapplies to all directors, officers and employees of Stantec, including Stantec’s principalexecutive officer, principal financial officer and principal accounting officer. Stantec’s Boardof Directors, through its corporate governance and compensation committee, reviews the operation ofthe Code of Ethics and any waivers thereof. The Code of Ethics is reviewed at least annually toensure that it complies with all legal requirements and is in alignment with best practices. Inthe event that amendments
 

 
are needed, recommendations are made to the corporate governance and compensation committee and theBoard 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 anyshareholder upon written request to the Secretary of Stantec.The Board of Directors has also adopted whistleblower procedures which allow officers and employeeswho feel that a violation of the Code of Ethics has occurred to report this violation on aconfidential and anonymous basis. The procedures allow concerns regarding accounting, internalaccounting controls or auditing matters to be reported on a confidential and anonymous basis aswell.**PRINCIPAL ACCOUNTANT FEES AND SERVICES**The disclosure provided under “External Auditor Service Fees” on page 27 of Exhibit 2, AnnualInformation Form, is incorporated by reference herein.**AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**The disclosure provided under “Pre-Approval Policy” on page 27 of Exhibit 2, Annual InformationForm, is incorporated by reference herein.**OFF-BALANCE SHEET ARRANGEMENTS**The disclosure provided under “Off-Balance Sheet Arrangements” on page M-22 of Exhibit 3,Management’s Discussion and Analysis, is incorporated by reference herein.**CONTRACTUAL OBLIGATIONS**The disclosure provided under “Contractual Obligations” on page M-22 of Exhibit 3, Management’sDiscussion 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 toinquiries made by the Commission staff, and to furnish promptly, when requested to do so by theCommission staff, information relating to the securities registered pursuant to Form 40-F, thesecurities in relation to which the obligation to file an annual report on Form 40-F arises ortransactions 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 allof the requirements for filing on Form 40-F and has duly caused this annual report to be signed onits behalf by the undersigned, thereto duly authorized.       STANTEC INC.         /s/ Anthony P. Franceschini         Anthony P. Franceschini    President and Chief Executive Officer  Date: March 30, 2006    
 

 
**EXHIBIT INDEX**   **Exhibit No.** **Description** 1. Notice of Annual and Special Meeting of Shareholders, andManagement Information Circular dated March 15, 2006   2. Annual Information Form dated March 30, 2006   3. Management’s Discussion and Analysis for the year endedDecember 31, 2006 (pages M-1 through M-40 of the 2005 AnnualReport)   4. 2005 Audited Consolidated Financial Statements (pages F-1through F-28 of the 2005 Annual Report)   5. Consent of Ernst & Young LLP   6. Officers’ Certifications required by Rule 13a-14(a) or Rule15d-14(a), pursuant to Section 302 of the U.S. Sarbanes-OxleyAct of 2002   7. Officers’ Certifications required by Rule 13a-14(b) or Rule15d-14(b) pursuant to 18 U.S.C. Section 1350, as enactedpursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002