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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 OF
1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2005
 Commission File Number: 000-51279
 TRIZEC CANADA INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Canada
    
    6500
    
    98-0477428(Province or other jurisdiction of
incorporation or organization)
    
    (Primary Standard Industrial
Classification Code Number
(if Applicable))
    
    (I.R.S. Employer Identification No.
(if Applicable))
 BCE Place, Suite 3820, 181 Bay Street, P.O. Box 800,
Toronto, Ontario, Canada M5J 2T3
(416) 682-8600
(Address and Telephone Number of Registrants Principal Executive Offices)
 CT Corporation System
111 Eighth Avenue, 13 th Floor
New York, NY 10011
(212) 894-8400
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code)
of Agent for Service in the United States)
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  Subordinate Voting Shares
 None
  þ þ
 52,400,097 Subordinate Voting
Shares
 o þ
 þ o




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TABLE OF CONTENTS  FORWARD-LOOKING STATEMENTSDOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONSCONTROLS AND PROCEDURESAUDIT COMMITTEECODE OF ETHICSPRINCIPAL ACCOUNTANT FEES AND SERVICESAUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURESOFF-BALANCE SHEET ARRANGEMENTSCONTRACTUAL OBLIGATIONSUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATURESEXHIBIT INDEXEX-99.1: RENEWAL ANNUAL INFORMATION FORMEX-99.2: COMPARATIVE AUDITED CONSOLIDATED FINANCIAL STATEMENTSEX-99.3: MANAGEMENT'S DISCUSSION AND ANALYSISEX-99.4: ITEM 17 RECONCILIATION TO AUDITED ANNUAL FINANCIAL STATEMENTSEX-99.5: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-99.6: CERTIFICATIONEX-99.7: CERTIFICATIONEX-99.8: CERTIFICATIONEX-99.9: CERTIFICATION    Table of Contents  
 FORWARD-LOOKING STATEMENTS
   
 DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS




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CONTROLS AND PROCEDURES
      
 AUDIT COMMITTEE
 Audit Committee Financial Expert




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CODE OF ETHICS
  
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Type of Fees(US$ millions)For the years ended December 31,
    
    2005
    
    
    2004Audit fees(1)
    
    $
    0.4
    
    
    
    0.3Audit-related services(2)
    
    
    
    
    
    
    0.1Tax services fees(3)
    
    
    0.4
    
    
    
    0.5All other fees(4)
    
    
    0.3
    
    
    
    0.1Total
    
    $
    1.1
    
    
    
    1.0
 (1)
    
    Audit fees include professional services rendered by the external auditors to perform the
annual audit and quarterly reviews of the Corporations consolidated financial statements, and
accounting consultations and services required by legislation such as comfort letters,
consents, reviews of security filings and statutory audits.(2)
    
    Audit-related services include accounting consultations on proposed transactions, internal
control reviews and audit of subsidiaries not required by legislation or consultation.(3)
    
    Tax service fees include all services for tax compliance, tax planning and tax advice.(4)
    
    All other fees in 2005 relate principally to support services provided for a proposed capital
transaction, which was expected to be beneficial to the Corporations shareholders. In 2004,
fees are attributable to liquidation services provided to the Corporation for the closure of
European entities.
 
 AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES




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OFF-BALANCE SHEET ARRANGEMENTS
  
 CONTRACTUAL OBLIGATIONS




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. UNDERTAKING
  B. CONSENT TO SERVICE OF PROCESS




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SIGNATURES
  TRIZEC CANADA INC.By:
    
    /s/ Colin ChapinName:
    
    Colin J. ChapinTitle:
    
    Senior Vice President,Chief Financial Officer andCorporate SecretaryDated: March 17, 2006




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EXHIBIT INDEX
 Exhibit
    
    Description99.1
    
    Renewal Annual Information Form
dated March 16, 200699.2
    
    Trizec Canada Inc.s Comparative Audited Consolidated
Financial Statements prepared in accordance with Canadian
generally accepted accounting principles (Canadian GAAP),
including the Notes thereto, as at December 31, 2005 and
2004 and for the years ended December 31, 2005 and 2004,
together with the Auditors report thereon99.3
    
    Trizec Canada Inc.s Management Discussion and Analysis
(Canadian GAAP) for the year ended December 31, 200599.4
    
    Item 17 reconciliation to audited annual financial
statements for the year ended December 31, 200599.5
    
    Consent of PricewaterhouseCoopers LLP, Chartered Accountants99.6
    
    Certification of Peter Munk required by Rule 13a-14(a) or
Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley
Act of 200299.7
    
    Certification of Colin J. Chapin required by Rule 13a-14(a)
or Rule 15d-14(a), pursuant to Section 302 of Sarbanes-Oxley
Act of 200299.8
    
    Certification of Peter Munk pursuant to 18 U.S.C. Section
1350, as enacted pursuant to Section 906 of Sarbanes-Oxley
Act of 200299.9
    
    Certification of Colin J. Chapin pursuant to 18 U.S.C.
Section 1350, as enacted pursuant to Section 906 of
Sarbanes-Oxley Act of 2002