**U.S.
      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**


**x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934**




For
                the fiscal year ended:**December
                31, 2006**
            Commission
                File Number:**001-14572**


_______________________




**FOUR
      SEASONS HOTELS INC.**


(Exact
      name of Registrant as specified in its charter)




**Ontario,
                Canada**
            **7011**
            **98-0087570**(Province
                or other jurisdiction
              of
                incorporation or organization)
            (Primary
                standard industrial classification code number)
            (I.R.S.
                employer
              identification
                no.)





**1165
      Leslie Street**


**Toronto,
      Ontario**


**Canada
      M3C 2K8**


**(416)
      449-1750**


(Address
      and telephone number of registrant’s principal executive offices)




**Four
      Seasons Hotels (U.S.) Inc.**


**c/o
      The Corporation Trust Company**


**Corporation
      Trust Center**


**1209
      Orange Street**


**Wilmington,
      Delaware 19801**


**(302)
      777-0220**


(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:**Limited
                voting shares**
            **New
                York Stock Exchange**
              **Toronto
                Stock Exchange**


Securities
                registered or to be registered pursuant to Section 12(g)
                of the Act:
              **Not
                applicable**(Title of Class)Securities
                for which there is a reporting obligation pursuant to
                Section 15(d) of the Act:
              **Not
                applicable**(Title of
                Class)




For
      annual reports, indicate by checkmark the information filed with this
      Form:




**xAnnual
      information
      form**   **xAudited
      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: **33,661,638
      Limited Voting Shares and 3,725,698 Variable 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 file number assigned to the Registrant in
      connection with such Rule. **Yes
      **o**
      No
x**




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
      xNo o**
















**NOTE**




On
      February 12, 2007, the Registrant announced that it had entered into a
      definitive acquisition agreement (the “Acquisition Agreement”) to implement the
      previously announced proposal to take the Registrant private at a price of
      $82.00 cash per Limited Voting Share. Following completion of the arrangement
      transaction, the Registrant would be owned by affiliates of Cascade Investment,
      L.L.C. (an entity owned by William H. Gates III), Kingdom Hotels International
      (a company owned by a trust created for the benefit of His Royal Highness Prince
      Alwaleed Bin Talal Bin Abdulaziz Alsaud and his family), and Isadore Sharp.




A
      meeting of shareholders to consider the arrangement transaction is scheduled
      to
      take place on April 5, 2007. In addition to the requisite shareholder approvals,
      the arrangement transaction will require approval by the Ontario Superior Court
      of Justice, and is also subject to certain other customary conditions, including
      receipt of a limited number of regulatory approvals. It is anticipated that
      the
      arrangement transaction, if approved by shareholders, will be completed in
      the
      second quarter of 2007.




Copies
      of the Acquisition Agreement and certain related documents have been filed
      with
      the United States Securities and Exchange Commission (the “SEC”) and the
      Canadian Securities Regulators. A Transaction Statement on Schedule 13E-3 has
      also been filed with the SEC. The documents are available at the SEC’s website
      at www.sec.gov and the Canadian SEDAR website at www.sedar.com. The management
      information circular in connection with the special meeting of shareholders
      to
      consider the arrangement transaction is currently expected to be mailed to
      shareholders the week of March 12, 2007. The management information circular
      will be available as part of the Registrant’s public filings at www.sec.gov and
      www.sedar.com.




**UNDERTAKING**




The
      Registrant 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.




**DISCLOSURE
      CONTROLS AND PROCEDURES**




The
      Registrant’s management, with the participation of the Chief Executive Officer
      and the Chief Financial Officer, has evaluated the effectiveness of the
      Registrant’s disclosure controls and procedures (as defined in Rule 13a-15 under
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
      policies of the Canadian Securities Administrators) as at December 31, 2006,
      and
      has concluded that such disclosure controls and procedures are effective.




**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**




There
      was no change in the Registrant’s internal control over financial reporting
      during the period covered by this annual report that has materially affected,
      or
      is reasonably likely to materially affect, the Registrant’s internal controls
      over financial reporting.




**MANAGEMENT’S
      ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**




The
      disclosure entitled “Management’s
      Annual Report on Internal Control over Financial Reporting ”
      at page 66 of Exhibit 99.2 (Management’s Discussion and Analysis for the year
      ended December 31, 2006) is incorporated by reference herein.




**ATTESTATION
      REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM**




The
      “Report of Independent Registered Public Accounting Firm” included as part of
      Exhibit 99.3 (Audited Consolidated Financial Statements for the year ended
      December 31, 2006 and 2005, together with the auditors’ report) is incorporated
      by reference herein.




**AUDIT
      COMMITTEE FINANCIAL EXPERT**




The
      Registrant’s board of directors has determined that all members of the Audit
      Committee are financially literate and that at least one member possesses
      accounting and related financial management expertise, within the meaning of
      the
      New York Stock Exchange’s listing standards and qualifies as an “audit committee
      financial expert” as defined in applicable rules and regulations under the
      Exchange Act. Mr. Ronald W. Osborne has been determined to be such audit
      committee financial expert and is independent, as that term is defined by the
      New York Stock Exchange’s listing standards applicable to the Registrant. The
      SEC has indicated that the designation of Mr. Osborne as an audit committee
      financial expert does not make Mr. Osborne an “expert” for any purpose, impose
      any duties, obligations or liabilities on Mr. Osborne that are greater than
      those imposed on members of the Audit Committee and board of directors who
      do
      not carry this designation or affect the duties, obligations or liability of
      any
      other member of the Audit Committee.




-2-




**CODE
      OF ETHICS**




The
      Registrant has adopted a code of ethics entitled “Code of Business Conduct and
      Ethics” that applies to all directors, officers and employees, including its
      principal executive officer and principal financial and accounting officer.
      The
      Code of Business Conduct and Ethics is available at the Registrant’s Internet
      website www.fourseasons.com.




**PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




The
      following fees were charged by the shareholders’ auditors:




**FOR
                THE FISCAL YEARS**
            
            
            **2006**
            
            
            **2005**Audit
                Fees
            
            
            US$1,227,958
            
            
            US$631,645Audit-Related
                Fees(1)
            
            
            140,908
            
            
            200,986Tax
                Fees(2)
            
            
            437,207
            
            
            95,961All
                Other Fees
            
            
            -
            
            
            -US$1,806,073
            
            
            US$928,592




1 Audit-related
      fees were charged for assurance and related services that are reasonably related
      to the performance of the audit or review of the annual financial statements
      and
      are not reported as part of audit fees, including audit of employee retirement
      benefit plan, advice with respect to internal controls and other assurance
      reports.




2 Tax
      fees were charged for tax services, including tax compliance, tax advice and
      tax
      planning. These services consisted of tax compliance (including the review
      of
      tax returns, assistance with questions regarding tax audits and preparation
      of
      certain employee tax returns), and tax planning and advisory services relating
      to common forms of domestic and international taxation.




The
      Registrant’s Audit Committee has considered whether the provision of services
      other than audit services is compatible with maintaining the auditors’
independence and has adopted a policy governing the provision of these services.
      This policy is set forth in Exhibit 6 (Audit Committee Pre-Approval Policies
      and
      Procedures. For the year ended December 31, 2006, none of the services described
      above were required to be 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
      disclosure entitled “Off-Balance Sheet Arrangements” at pages 41 and 42 of
      Exhibit 99.2 (Management’s Discussion and Analysis for the year ended December
      31, 2006) is incorporated by reference herein.




**TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS**




The
      disclosure entitled “Contractual Obligations” at page 33 of Exhibit 99.2
      (Management’s Discussion and Analysis for the year ended December 31, 2006) is
      incorporated by reference herein.




**IDENTIFICATION
      OF THE AUDIT COMMITTEE**




The
      Registrant’s Audit Committee is composed of the following directors: Ronald W.
      Osborne (Chair), Lionel H. Schipper, H. Roger Garland and William
      Anderson.




-3-


**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.




**FOUR
                SEASONS HOTELS INC.**By:
            /s/ Sarah
              CohenSarah
                CohenSenior
                Vice PresidentCorporate
                Counsel & Assistant Secretary







March
      12, 2006




-4-


**EXHIBIT
      INDEX**




**Number**
            **Document**99.1
            Annual
                Information Form for the year ended December 31, 2006.99.2
            Management’s
                Discussion and Analysis for the year ended December 31, 2006.99.3
            Audited
                Consolidated Financial Statements for the year ended December 31,
                2006 and
                2005, together with the auditors’ report.99.4
            Consent
                of KPMG LLP.99.5
            Reconciliation
                to United States GAAP.99.6
            Audit
                Committee Pre-Approval Policies and Procedures.99.7
            Certifications
                Pursuant to Section 302 of the US Sarbanes-Oxley Act of
                2002Certification
                of the Registrant’s Chief Executive OfficerCertification
                of the Registrant’s Chief Financial Officer99.8
            Certifications
                Pursuant to Section 906 of the US Sarbanes-Oxley Act of
                2002Certification
                of the Registrant’s Chief Executive OfficerCertification
                of the Registrant’s Chief Financial
                Officer








-5-