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U.S.SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.20549

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FORM40-F

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|   | REGISTRATION STATEMENT PURSUANTTO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |

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

For thefiscal year ended:    **December 31, 2005** Commission FileNumber: **00114572**

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FOUR SEASONSHOTELS INC.

(Exact name of Registrant asspecified in itscharter)

|                                                                 |  |                                                         |  |                                     |  |  |  |  |  |  |
|-----------------------------------------------------------------|--|---------------------------------------------------------|--|-------------------------------------|--|--|--|--|--|--|
| Ontario,Canada                                                  |  | 7011                                                    |  | 98-0087570                          |
| (Province orother jurisdiction of incorporation ororganization) |  | (Primary standard industrial classificationcode number) |  | (I.R.S. employer identificationno.) |
|                                                                 |

1165 Leslie StreetToronto,OntarioCanada M3C 2K8(416) 449-1750

(Address and telephone number ofregistrant's principal executive offices)

FourSeasons Hotels (U.S.) Inc.c/o The Corporation TrustCompanyCorporation Trust Center1209 OrangeStreetWilmington, Delaware 19801(302) 777-0220

(Name, address (including zip code) andtelephone number (including area code) of agent for service in theUnited States)

Securities registered or to be registeredpursuant to Section 12(b) of theAct:

|                      |  |                                              |  |  |  |  |
|----------------------|--|----------------------------------------------|--|--|--|--|
| Titleof each class:  |  | Name of each exchange on whichregistered:    |
| Limitedvoting shares |  | New York Stock ExchangeToronto StockExchange |
|                      |

|                                                                               |  |                                                                    |  |  |  |  |
|-------------------------------------------------------------------------------|--|--------------------------------------------------------------------|--|--|--|--|
| Securitiesregistered or to be registered pursuant to Section 12(g) of theAct: |  | **Not applicable        ** |
|                                                                          |  | (Title ofClass)                                                    |
|                                                                               |

|                                                                                          |  |                                                                   |  |  |  |  |
|------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------|--|--|--|--|
| Securitiesfor which there is a reporting obligation pursuant to Section 15(d) ofthe Act: |  | **Notapplicable        ** |
|                                                                                     |  | (Title ofClass)                                                   |
|                                                                                          |

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

 Annual informationform                 Audited annual financialstatements

Indicate the number of outstandingshares of each of the issuer's classes of capital or common stockas of the close of the period covered by the annual report:**32,915,328 Limited Voting Shares and 3,725,698 Variable MultipleVoting Shares**

Indicate by check mark whetherthe Registrant by filing the information contained in this Form is alsothereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934 (the"Exchange Act"). If"Yes" is marked, indicate the file numberassigned to the Registrant in connection with suchRule.    **Yes     No **

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 periodthat the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90days.    **Yes     No **

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UNDERTAKING

Registrant undertakes to make available, in person orby telephone, representatives to respond to inquiries made by theCommission staff, and to furnish promptly, when requested to do so bythe Commission staff, information relating to: the securitiesregistered pursuant to Form 40-F; the securities in relation to whichthe obligation to file an annual report on Form 40-F arises; ortransactions in said securities.

DISCLOSURE CONTROLSAND PROCEDURES

Our senior management, whichincludes the Chief Executive Officer and the Chief Financial Officer,has evaluated the effectiveness of our disclosure controls andprocedures (as defined in Rule 13a-15 under the Exchange Act and thepolicies of the Canadian Securities Administrators) and, based on thatevaluation, has concluded that the design and operation of suchdisclosure controls and procedures were effective as of December 31,2005. There was no change in the Registrant's internal controlover financial reporting that occurred during the period covered bythis annual report that has materially affected, or is reasonablylikely to materially affect, the Registrant's internal controlsover financial reporting.

AUDIT COMMITTEE FINANCIALEXPERT

The Registrant's board of directorshas determined that all members of the Audit Committee are financiallyliterate and that at least one member possesses accounting and relatedfinancial management expertise, within the meaning of the New YorkStock Exchange's listing standards and qualifies as an"audit committee financial expert" as definedin applicable rules and regulations under the Exchange Act. Mr. RonaldW. Osborne has been determined to be such audit committee financialexpert and is independent, as that term is defined by the New YorkStock Exchange's listing standards applicable to the Registrant.The Securities and Exchange Commission has indicated that thedesignation of Mr. Osborne as an audit committee financial expert doesnot make Mr. Osborne an "expert" for anypurpose, impose any duties, obligations or liabilities on Mr. Osbornethat are greater than those imposed on members of the Audit Committeeand board of directors who do not carry this designation or affect theduties, obligations or liability of any other member of the AuditCommittee.

CODE OF ETHICS

TheRegistrant has adopted a code of ethics entitled "Code ofBusiness Conduct and Ethics" that applies to alldirectors, officers and employees, including its principal executiveofficer and principal financial and accounting officer. The Code ofBusiness Conduct and Ethics is available at the Registrant'sInternet website www.fourseasons.com.

PRINCIPALACCOUNTANT FEES AND SERVICES

The following feeswere charged by the shareholders'auditors:

|                      |  |                                    |  |              |  |  |  |  |  |  |
|----------------------|--|------------------------------------|--|--------------|--|--|--|--|--|--|
| FORTHE FISCAL YEARS  |  | 2005                               |  | 2004         |
| AuditFees            |  | US$    736,056 |  | US$1,128,868 |
| Audit-RelatedFees(1) |  | 234,209                            |  | 79,934       |
| TaxFees(2)           |  | 111,824                            |  | 195,687      |
| All OtherFees        |  | –                            |  | –      |
|                 |  | US$1,082,089                       |  | US$1,404,489 |
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| 1 | Audit-relatedfees were charged for assurance and related services that arereasonably related to the performance of the audit or review of theannual financial statements and are not reported as part of audit fees,including audit of employee retirement benefit plan, advice withrespect to internal controls and other assurance reports. |

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| 2 | Tax fees were charged for tax services,including tax compliance, tax advice and tax planning. These servicesconsisted of tax compliance (including the review of tax returns,assistance with questions regarding tax audits and preparation ofcertain employee tax returns), and tax planning and advisory servicesrelating to common forms of domestic and internationaltaxation. |

The Registrant's Audit Committee hasconsidered whether the provision of services other than audit servicesis compatible with maintaining the auditors' independence and hasadopted a policy governing the provision of these services. This policyis set forth in Exhibit 7. For the year ended December 31, 2005, noneof the services described above were required to be approved by theAudit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 ofRegulation S-X.

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OFF-BALANCE SHEET ARRANGEMENTS

Thedisclosure entitled "Off-Balance SheetArrangements" at pages 34, 35 and 36 of Exhibit 2 isincorporated by reference herein.

TABULAR DISCLOSURE OFCONTRACTUAL OBLIGATIONS

The disclosure entitled"Contractual Obligations" at pages 28 and 29of Exhibit 2 is incorporated by reference herein.

IDENTIFICATION OF THE AUDIT COMMITTEE

TheRegistrant's Audit Committee is composed of the followingdirectors: Ronald W. Osborne (Chair), Lionel H. Schipper, BrentBelzberg and William Anderson.

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SIGNATURE

Pursuant to therequirements of the Exchange Act, the Registrant certifies that itmeets all of the requirements for filing on Form 40-F and has dulycaused this annual report to be signed on its behalf by theundersigned, thereto duly authorized.

|  | FOUR SEASONSHOTELS INC. |
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|  | By:   /s/ SarahCohen                                          Sarah Cohen  Vice President, CorporateCounsel  and Assistant Secretary |
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March9, 2006

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EXHIBITINDEX

|        |  |                                                                                                                   |  |  |  |  |
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| Number |  | Document                                                                                                          |
| 1      |  | AnnualInformation Form for the year ended December 31,2005.                                                       |
| 2      |  | Management's Discussion andAnalysis for the year ended December 31,2005.                                          |
| 3      |  | Audited Consolidated FinancialStatements for the year ended December 31, 2005, together with theauditors' report. |
| 4      |  | Consent of KPMGLLP.                                                                                               |
| 5      |  | Reconciliation to United StatesGAAP.                                                                              |
| 6      |  | Comments by Auditors for U.S.Readers on Canada-U.S. ReportingDifference.                                          |
| 7      |  | Audit Committee Pre-ApprovalPolicies and Procedures.                                                              |
| 8      |  | CertificationsPursuant to Section 302 of the US Sarbanes-Oxley Act of2002                                         |
|   |  |         Certification of theRegistrant's Chief ExecutiveOfficer           |
|   |  |         Certification of theRegistrant's Chief FinancialOfficer           |
| 9      |  | Certifications Pursuant to Section906 of the US Sarbanes-Oxley Act of2002                                         |
|   |  |         Certification of theRegistrant's Chief ExecutiveOfficer           |
|   |  |         Certification of theRegistrant's Chief FinancialOfficer           |
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