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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 PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**OR**

 

**x****        ANNUAL REPORT PURSUANT TO SECTION 13(a) OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

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| **For the fiscal year ended** | **December 31, 2008** | **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)

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**1311**

(Primary Standard Industrial Classification CodeNumber (if applicable))

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**NOT****APPLICABLE**

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

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**2100, 440 2****nd**** 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) of the 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 bycheck mark the information filed with this Form:

 

x      Annual information form             x      Audited annual financial statements

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report.

 

216,434,935 Trust Unitsas at December 31, 2008

 

Indicate by check mark whetherthe Registrant by filing the information contained in this Form is alsothereby furnishing the 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 whetherthe Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.

 

x  Yes       o  No

 

 

 

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**Principal Documents**

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The following documents have been filed as part ofthis Annual Report on Form 40-F:

 

**A.            AnnualInformation Form**

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For our Annual Information Form for the fiscalyear ended December 31, 2008, see Exhibit 99.1 of this Annual Reporton Form 40-F.

 

**B.            AuditedAnnual Financial Statements**

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For our ConsolidatedFinancial Statements for the fiscal year ended December 31, 2008,including the report of independent registered chartered accountants withrespect thereto, 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 24 of the Notes to the Consolidated Financial Statements.

 

**C.            Management’sDiscussion and Analysis and Results of Operations**

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For Management’s Discussion and Analysis and Resultsof Operations for the fiscal year ended December 31, 2008, see Exhibit 99.3of this Annual Report on Form 40-F.

 

**Disclosure Regarding Controls and Procedures.**

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(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, 2008, 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 noted that while the registrant’s principal executiveofficer and principal financial officer believe that the registrant’sdisclosure controls and procedures provide a reasonable level of assurance thatthey are effective, they do not expect that the registrant’s disclosurecontrols and procedures or internal control over financial reporting willprevent all errors and fraud. A control system, no matter how well conceived oroperated, can provide only reasonable, not absolute, assurance that theobjectives 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, 2008, 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 “Reportof Independent Registered Chartered Accountants” that accompanies theregistrant’s Consolidated Financial Statements for the fiscal year ended December 31,2008, filed as part of this Annual Report on Form 40-F.

 

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(e)                                  Changesin Internal Control Over Financial Reporting.  During the fiscal year ended December 31,2008, 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.

 

**Notices Pursuant to Regulation BTR**

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None.

 

**Audit Committee Financial Expert**

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The Board of Directors (the “Board”) of ARC ResourcesLtd. has determined that Mr. Fred Dyment is an audit committee financialexpert (as defined in paragraph 8(b) of General Instruction B toForm 40-F) currently serving on ARC Resources Ltd.’s audit committee.  Mr. Dyment is an independent member ofthe Board as defined under New York Stock Exchange Rule 303A(1).

 

**Code of Ethics**

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The Registrant has adopted a code of ethics (as thatterm is defined in Form 40-F) that applies to its Chief Executive Officer,Chief Financial Officer and Senior Vice-President, Capital Markets, itsdirectors and all other employees of the Registrant.  The code of ethics has been posted on theRegistrant’s website at www.arcresources.com. Since the adoption of the code of ethics in 2004, there have not beenany amendments to the code of ethics (except for administrative amendments toco-ordinate the code of ethics with the Registrant’s whistleblower policy), orwaivers, including implicit waivers, from any provision of the code ofethics.  The Registrant will post on itswebsite any amendment to, or waiver of, a provision of its code of ethics whichrequires disclosure within five business days following the date of any suchamendment or waiver.

 

**Principal Accountant Fees and Services**

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The required disclosure is included under the heading “AuditCommittee Disclosures — Principal Accountant Fees and Services” in theRegistrant’s Annual Information Form for the fiscal year ended December 31,2008, filed as part of this Annual Report on Form 40-F.

 

**Off-Balance Sheet Arrangements**

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The Registrant has no off-balance sheet arrangementsthat have or are reasonably likely to have a current or future effect on theRegistrant’s financial condition, changes in financial condition, revenues orexpenses, results of operations, liquidity, capital expenditures or capitalresources that is material to investors. For a discussion of the Registrant’s other off-balance sheetarrangements, see page 26 of the Registrant’s Management’s Discussion andAnalysis and Results of Operations for the fiscal year ended December 31,2008, which is filed as Exhibit 99.3 to this Annual Report on Form 40-F.

 

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Following is a summary of the Trust’s contractualobligations and commitments as at December 31, 2008:

 
| ** **                                | ** ** | **Payments Due by Period** | ** ** |
|-------------------------------------------|------------|-------------------------------------------|------------|
| **(Cdn $ millions)**            | ** ** | **Less than  1 year**           | ** ** | **1-3 years** | ** ** | **3-5 years** | ** ** | **More than 5  years** | ** ** | **Total** | ** ** |
| Debt repayments (1)                       |       | 22.2                                      |       | 696.0 |   | 79.1 |   | 104.5 |   | 901.8 |   |
| Interest  payments (2)                    |       | 12.8                                      |       | 22.2 |   | 15.4 |   | 10.0 |   | 60.4 |   |
| Reclamation fund  contributions (3)       |       | 5.2                                       |       | 9.5 |   | 8.3 |   | 67.9 |   | 90.9 |   |
| Purchase  commitments                     |       | 13.0                                      |       | 15.4 |   | 5.0 |   | 4.9 |   | 38.3 |   |
| Transportation  commitments (4)           |       | —                                    |       | 14.9 |   | 21.9 |   | 21.0 |   | 57.8 |   |
| Operating leases                          |       | 7.0                                       |       | 9.8 |   | 14.3 |   | 81.8 |   | 112.9 |   |
| Risk management  contract premiums (5)    |       | 19.3                                      |       | — |   | — |   | — |   | 19.3 |   |
| Accrued long  term incentive compensation |       | 18.8                                      |       | 14.2 |   | — |   | — |   | 33.0 |   |
| Total  contractual obligations            |       | 98.3                                      |       | 782.0 |   | 144.0 |   | 290.1 |   | 1,314.4 |   |

 

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(1)                      Long-term and short-term debt, excludinginterest.

(2)                      Fixed interest payments on senior securednotes.

(3)                      Contribution commitments to a restrictedreclamation fund associated with the Redwater property.

(4)                      Fixed payments for transporting productionfrom the Dawson gas plant, expected to be operational in early 2010.

(5)                       Fixedpremiums to be paid in future periods on certain commodity risk managementcontracts.

 

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**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

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**A.            Undertaking**

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The Registrant undertakes tomake available, in person or by telephone, representatives to respond toinquiries made by the Commission staff, and to furnish promptly, when requestedto do so by the Commission staff, information relating to: the securitiesregistered pursuant to Form 40-F; the securities in relation to which theobligation to file an annual report on Form 40-F arises; or transactionsin said securities.

 

**B.            Consent to Service of Process**

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A Form F-X signed by the Registrant and its agentfor service of process was previously filedwith the Commission in connection with the Trust Units.

 

Any change to the name and address of the agent forservice for service of process of the Registrant shall be communicated promptlyto the Securities and Exchange Commission by an amendment to the Form F-Xreferencing the file number of the relevant registration statement.

 

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**SIGNATURES**

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Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this annualreport to be signed on its behalf by the undersigned, thereto duly authorized.

 
|       | **ARC ENERGY  TRUST**  (the Registrant) |
|------------|-----------------------------------------|
| ** ** |                                    |
| ** ** |                                    |
| ** ** | By:                                     | signed *“John P. Dielwart”* |
| ** ** | ** **                              | John P. Dielwart |
|       |                                    | Chief Executive Officer |
|       |                                    |   |
|       | Date: March 26, 2009               |

 

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**Index to Exhibits**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                             |
|-------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              | ** ** | ** **                                                                                                                                                                                                                  |
| 99.1                    |       | Annual Information Form for the fiscal year  ended December 31, 2008.                                                                                                                                             |
|                    |       |                                                                                                                                                                                                                        |
| 99.2                    |       | Consolidated Financial  Statements for the fiscal year ended December 31, 2008 (note 24 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, 2008.                                                                                                      |
|                    |       |                                                                                                                                                                                                                        |
| 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 February 19,  2009 evaluating the reserves of ARC Resources Ltd.                                                                       |

 

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