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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C.  20549

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**FORM 40-F**

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**[Check one]**

 

**o****                                ****REGISTRATION STATEMENT PURSUANTTO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934**

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**OR**

 

**x****                             ****ANNUALREPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 
| **For the fiscal year ended**        **December 31, 2007** | **Commission File Number**        **333-06184** |
|---------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|

 

**ARC ENERGY TRUST**

(Exact name of Registrant as specified in its charter)

 

**N/A**

(Translation of Registrant’s name into English (ifapplicable))

 

**ALBERTA**

(Province or other jurisdiction of incorporation ororganization)

 

**1311**

(Primary Standard Industrial Classification CodeNumber (if applicable))

 

**NOT****APPLICABLE**

(I.R.S. Employer Identification Number (ifapplicable))

 

**2100, 440 2nd Avenue S.W.,Calgary, Alberta, Canada T2P 5E9 (403) 503-8600**

(Address and telephone number of Registrant’sprincipal executive offices)

 

**Corporation Service Company, 2711Centerville Road, Suite 400, Wilmington, Delaware 19805 (302) 636-5401**

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

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act.

 
| **Title of each class** | ** ** | **Name of each exchange on which  registered** |
|-------------------------|------------|------------------------------------------------|
| ** **              | ** ** | ** **                                     |
| **N/A**                 | ** ** | **N/A**                                        |

 

Securities registered or to be registered pursuant to Section 12(g) ofthe Act.

 

**TRUST UNITS**

(Title of Class)

 

 

(Title of Class)

 

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act.

 

**N/A**

(Title of Class)

 

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

 

x       Annual information form                        x       Audited annual financialstatements

 

Indicate the number of outstanding shares of eachof the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report.

 

210,232,067 Trust Units as at December 31, 2007

 

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

 

o  Yes  82-                  No  x

 

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

 

x  Yes             ̈  No

 

 

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**PrincipalDocuments**

 

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

 

**A.            Annual Information Form**

 

For our Annual Information Form for the fiscal year ended December 31,2007, see Exhibit 99.1 of this Annual Report on Form 40-F.

 

**B.            Audited Annual Financial Statements**

** **

For our Consolidated FinancialStatements for the fiscal year ended December 31, 2007, includingthe report of independent registered chartered accountants with respectthereto, see Exhibit 99.2 of this Annual Report on Form 40-F.  For a reconciliation of important differencesbetween Canadian and United States generally accepted accounting principles,see Note 22 of the Notes to the Consolidated Financial Statements.

 

**C.            Management’s Discussion and Analysisand Results of Operations**

** **

For Management’s Discussion and Analysis and Results of Operations forthe fiscal year ended December 31, 2007, see Exhibit 99.3 of thisAnnual Report on Form 40-F.

 

**DisclosureRegarding Controls and Procedures.**

 

(a)                                  Certifications.  See Exhibits 99.4 and 99.5 to this AnnualReport on Form 40-F.

 

(b)                                 DisclosureControls and Procedures.  As of theend of the registrant’s fiscal year ended December 31, 2007, an evaluationof the effectiveness of the registrant’s “disclosure controls and procedures”(as such term is defined in Rules 13a-15(e) and 15d-15(e) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) was carriedout by the registrant’s management with the participation of the principalexecutive officer and principal financial officer. Based upon that evaluation,the registrant’s principal executive officer and principal financial officerhave concluded that as of the end of that fiscal year, the registrant’sdisclosure controls and procedures are effective to ensure that informationrequired to be disclosed by the registrant in reports that it files or submitsunder the Exchange Act is (i) recorded, processed, summarized and reportedwithin the time periods specified in Securities and Exchange Commission rules andforms and (ii) accumulated and communicated to the registrant’smanagement, including its principal executive officer and principal financialofficer, to allow timely decisions regarding required disclosure.

 

It should be notedthat while the registrant’s principal executive officer and principal financialofficer believe that the registrant’s disclosure controls and proceduresprovide a reasonable level of assurance that they are effective, they do notexpect that the registrant’s disclosure controls and procedures or internalcontrol over financial reporting will prevent all errors and fraud. A controlsystem, no matter how well conceived or operated, can provide only reasonable,not absolute, assurance that the objectives of the control system are met.

 

(c)                                  Management’sAnnual Report on Internal Control Over Financial Reporting.  The required disclosure is included in the “ManagementReport” that accompanies the registrant’s Consolidated Financial Statements forthe fiscal year ended December 31, 2007, filed as part of this AnnualReport on Form 40-F.

 

(d)                                 AttestationReport of the Registered Public Accounting Firm.  The required disclosure is included in the “Auditors’Report” that accompanies the registrant’s Consolidated Financial Statements forthe fiscal year ended December 31, 2007, filed as part of this AnnualReport on Form 40-F.

 

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(e)                                  Changesin Internal Control Over Financial Reporting.  During the fiscal year ended December 31,2007, there were no changes in the registrant’s internal control over financialreporting that have materially affected, or are reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting.

 

**NoticesPursuant to Regulation BTR**

 

None.

 

**AuditCommittee Financial Expert**

 

The Board of Directors (the “Board”) of ARC Resources Ltd. hasdetermined that Mr. Fred Dyment is an audit committee financial expert (asdefined in paragraph 8(b) of General Instruction B to Form 40-F).  Mr. Dyment is an independent member ofthe Board as defined under New York Stock Exchange Rule 303A(1).

 

**Code ofEthics**

 

The Registrant has adopted a code of ethics (as that term is defined inForm 40-F) that applies to its Chief Executive Officer, Chief Financial Officerand Senior Vice-President, Capital Markets, its directors and all otheremployees of the Registrant.  The code ofethics has been posted on the Registrant’s website atwww.arcresources.com.  Since the adoptionof the code of ethics, there have not been any amendments to the code of ethics(except for administrative amendments to co-ordinate the code of ethics withthe Registrant’s whistleblower policy), or waivers, including implicit waivers,from any provision of the code of ethics. The Registrant will post on its website any amendment to, or waiver of,a provision of its code of ethics which requires disclosure within fivebusiness days following the date of any such amendment or waiver.

 

**PrincipalAccountant Fees and Services**

 

The required disclosure is included under the heading “Audit CommitteeDisclosures – Principal Accountant Fees and Services” in the Registrant’sAnnual Information Form for the fiscal year ended December 31, 2007,filed as part of this Annual Report on Form 40-F.

 

**Off-BalanceSheet Arrangements**

 

The Registrant has no off-balance sheet arrangements that have or arereasonably likely to have a current or future effect on the Registrant’sfinancial condition, changes in financial condition, revenues or expenses,results of operations, liquidity, capital expenditures or capital resourcesthat is material to investors.  For adiscussion of the Registrant’s other off-balance sheet arrangements, see page 22of the Registrant’s Management’s Discussion and Analysis and Results of Operationsfor the fiscal year ended December 31, 2007, which is filed as Exhibit 99.3to this Annual Report on Form 40-F.

 

**TabularDisclosure of Contractual Obligations**

 

See page 21 of the Registrant’s Management’s Discussion andAnalysis and Results of Operations for the fiscal year ended December 31,2007, which is filed as Exhibit 99.3 to this Annual Report on Form 40-F.

 

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**UNDERTAKINGAND CONSENT TO SERVICE OF PROCESS**

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**A.            Undertaking**

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The Registrant undertakes to make available, inperson or by telephone, representatives to respond to inquiries made by theCommission staff, and to furnish promptly, when requested to do so by theCommission staff, information relating to: the securities registered pursuantto Form 40-F; the securities in relation to which the obligation to filean annual report on Form 40-F arises; or transactions in said securities.

 

**B.            Consent to Service ofProcess**

** **

A Form F-X signed by the Registrant and its agent for service ofprocess was previously filed with theCommission in connection with the Trust Units.

 

Any change to the name and address of the agent for service for serviceof process of the Registrant shall be communicated promptly to the Securitiesand Exchange Commission by an amendment to the Form F-X referencing thefile number of the relevant registration statement.

 

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**SIGNATURES**

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

 
|       | **ARC ENERGY  TRUST**     |
|------------|---------------------------|
|       | (the Registrant)          |
|       |                      |   |
|       |                      |   |
|       | By:                       | signed *“John  P. Dielwart”* |
| ** ** | ** **                | John P. Dielwart |
| ** ** | ** **                | President and Chief Executive Officer |
|       |                      | ** ** |
|       | Date: March 25, 2008 |

 

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**Index to Exhibits**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                             |
|-------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |       |                                                                                                                                                                                                                        |
| 99.1                    |       | Annual Information Form for the fiscal year ended  December 31, 2007.                                                                                                                                             |
|                    |       |                                                                                                                                                                                                                        |
| 99.2                    |       | Consolidated Financial Statements for the  fiscal year ended December 31, 2007 (note 22 to the Consolidated  Financial Statements relates to the United States Generally Accepted  Accounting Principles (U.S. GAAP)). |
|                    |       |                                                                                                                                                                                                                        |
| 99.3                    |       | Management’s Discussion and Analysis and Results of Operations for  the fiscal year ended December 31, 2007.                                                                                                      |
|                    |       |                                                                                                                                                                                                                        |
| 99.4                    |       | Certification of Chief Executive Officer pursuant to  Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.                                                                                            |
|                    |       |                                                                                                                                                                                                                        |
| 99.5                    |       | Certification of Chief Financial Officer pursuant to  Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.                                                                                            |
|                    |       |                                                                                                                                                                                                                        |
| 99.6                    |       | Certifications of Chief Executive Officer pursuant to  Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of  the United States Code (18 U.S.C. 1350).                                              |
|                    |       |                                                                                                                                                                                                                        |
| 99.7                    |       | Certifications of Chief Financial Officer pursuant to  Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of  the United States Code (18 U.S.C. 1350).                                              |
|                    |       |                                                                                                                                                                                                                        |
| 99.8                    |       | Consent of Deloitte & Touche LLP, Independent Registered  Chartered Accountants.                                                                                                                                   |
|                    |       |                                                                                                                                                                                                                        |
| 99.9                    |       | Consent of GLJ Petroleum Consultants Ltd. to the inclusion of the  Report dated March 5, 2008  evaluating the reserves of ARC Resources Ltd. and ARC Oil & Gas  Fund.                                         |

 

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