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<SEC-DOCUMENT>0000909567-05-001482.txt : 20050927
<SEC-HEADER>0000909567-05-001482.hdr.sgml : 20050927
<ACCEPTANCE-DATETIME>20050927170725
ACCESSION NUMBER:		0000909567-05-001482
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20050927
DATE AS OF CHANGE:		20050927
EFFECTIVENESS DATE:		20050927

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANTEC INC
		CENTRAL INDEX KEY:			0001131383
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING SERVICES [8711]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-128626
		FILM NUMBER:		051105977

	BUSINESS ADDRESS:	
		STREET 1:		10160 112TH STREET
		STREET 2:		EDMONTON ALBERTA T5K 2L6 CANADA
		CITY:			EDMONTON
		STATE:			A0
		ZIP:			00000
		BUSINESS PHONE:		780-917-7000

	MAIL ADDRESS:	
		STREET 1:		10160 112 ST
		CITY:			EDMONTON, ALBERTA
		STATE:			A0
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>t17964sv8.txt
<DESCRIPTION>S-8
<TEXT>
<PAGE>
================================================================================

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                  STANTEC INC.
             (Exact name of registrant as specified in its charter)


               CANADA                                  NOT APPLICABLE
     (State or other jurisdiction                     (I.R.S. Employer
          of organization)                           Identification No.)


                               10160 - 112 STREET
                        EDMONTON, ALBERTA, CANADA T5K 2L6
                    (Address of principal executive offices)


                                  STANTEC INC.
                           EMPLOYEE SHARE OPTION PLAN

                            (Full title of the Plan)

                                   ----------

                             STANTEC CONSULTING INC.
                 8211 SOUTH 48TH STREET, PHOENIX, ARIZONA 85044
                                 (602) 438-2200

                     (Name and address of agent for service)


                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------
       TITLE OF            AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
   SECURITIES TO BE        TO BE            OFFERING PRICE          AGGREGATE          REGISTRATION
      REGISTERED        REGISTERED(1)         PER SHARE          OFFERING PRICE(2)         FEE
- ----------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                   <C>                   <C>
    Common Shares         148,140             U.S.$30.55           U.S.$4,525,677       U.S.$532.67
- ----------------------------------------------------------------------------------------------------
</Table>

(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended (the "Securities Act"), this registration statement also covers an
     indeterminate number of additional shares which may be offered and issued
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions as provided in the plan described herein.

(2)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee, based upon the average of the high and low prices for
     the Common Shares quoted on the New York Stock Exchange on September 23,
     2005.

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*





- ----------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933 and the "Note" to Part I of Form
     S-8.



                                       2
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed with the Securities and Exchange
Commission (the "SEC") by Stantec Inc. (the "Registrant") are incorporated by
reference in this Registration Statement:

     (a)  The Registrant's Registration Statement on Form 40-F filed with the
          SEC on August 3, 2005.

     (b)  The Registrant's Report on Form 6-K furnished to the SEC on August 11,
          2005.

     (c)  The Registrant's Registration Statement on Form F-4 filed with the SEC
          on May 9, 2005, as amended.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing such documents. In addition, reports on
Form 6-K furnished by the Registrant to the SEC shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date such documents are furnished to the SEC.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Canada Business Corporations Act (the "Corporations Act"), the
Registrant may indemnify a director or officer of the Registrant, a former
director or officer of the Registrant or another individual who acts or acted at
the Registrant's request as a director or officer, or an individual acting in a
similar capacity, of another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Registrant or other entity, provided (i) that the
director, officer or individual, as the case may be, acted honestly and in good
faith with a view to the best interests of the Registrant or to the best
interest of the other entity for which the individual acted as director or
officer or in a similar capacity at the Registrant's request and, (ii) in the
case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, the individual had reasonable grounds for believing that his
or her conduct was lawful. A Registrant may advance moneys to a director,
officer or other individual for the costs, charges and expenses of a proceeding
referred to above. The individual is required to repay the moneys if he or she
does not fulfil the conditions above. Such indemnification may be made or moneys
advanced in connection with an action by or on behalf of the Registrant or such
other entity to procure a judgment in its favour only with court approval. An
individual is entitled to indemnification from the Registrant in respect of all



                                       3
<PAGE>

costs, charges, and expenses reasonably incurred by the individual in connection
with any civil, criminal, administrative, investigative or other proceeding to
which the individual is subject because of the individual's association with the
Registrant or other entity, if the individual seeking the indemnity (i) was not
judged by the court or other competent authority to have committed any fault or
omitted to do anything that the individual ought to have done and (ii) fulfilled
the conditions set forth above.

     The by-laws of the Registrant provide that, subject to the limitations and
provisions contained in the Corporations Act, the Registrant shall indemnify
each director, each officer, each former director, each former officer and each
person who acts or acted at the Registrant's request as a director or officer of
a body corporate of which the Registrant is or was a shareholder or creditor,
and his or her heirs and legal representatives, against all costs, charges and
expenses, including without limitation, each amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason or being or having been a director or officer of the Registrant
or such body corporate, if he or she acted honestly and in good faith with a
view to the Registrant's best interests and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty he or
she had reasonable grounds for believing his or her conduct was lawful.

     The Registrant maintains directors' and officers' liability insurance
which, subject to the provisions contained in the policy, protects the directors
and officers, as such, against all claims during the term of their office
provided they acted honestly and in good faith with a view to the best interests
of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.




                                       4
<PAGE>


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number         Description
- -------        -----------
<S>            <C>
  4.1          Articles of Incorporation of Stantec Inc. (incorporated herein by
               reference to the Registrant's Form F-4 filed with the SEC on May
               9, 2005, as amended).

  4.2          By-laws of Stantec Inc. (incorporated herein by reference to the
               Registrant's Form F-4 filed with the SEC on May 9, 2005, as
               amended).

  4.3          Employee Share Option Plan.

  5            Opinion of Fraser Milner Casgrain LLP.

 23.1          Consent of Ernst & Young LLP, Independent Registered Public
               Accounting Firm.

 23.2          Consent of KPMG LLP, Independent Registered Public Accounting
               Firm.

 23.3          Consent of Fraser Milner Casgrain LLP (included in Exhibit 5).

 24            Powers of Attorney (contained on the signature pages of this
               Registration Statement).
</TABLE>


                                       5
<PAGE>

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
                     the 1933 Act;

                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of a prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than a
                     20 percent change in the maximum aggregate offering price
                     set forth in the "Calculation of Registration Fee" table in
                     the effective registration statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the 1933
               Act, each such post-effective amendment shall be deemed to be a
               new registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                     6
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edmonton, Alberta, Country of Canada, on this 26th
day of September, 2005.



                                            STANTEC INC.


                                            By:    /s/ Jeffrey S. Lloyd
                                                -------------------------------
                                                Name:  Jeffrey S. Lloyd
                                                Title: Vice President



<PAGE>


                               POWERS OF ATTORNEY

     Each person whose signature appears below constitutes and appoints each of
Anthony P. Franceschini, Donald W. Wilson and [Jeffrey S. Lloyd] his true and
lawful attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all Amendments (including post-effective
Amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by or on behalf of the following
persons in the capacities and on the dates indicated:


<TABLE>
<CAPTION>
Signature                            Title                                      Date
- ---------                            -----                                      ----
<S>                                  <C>                                        <C>

____________________________         President and Chief Executive Officer      September 26, 2005
  Anthony P. Franceschini            and Director
                                     (Principal Executive Officer)

____________________________         Vice President and Chief Financial         September 26, 2005
  Donald W. Wilson                   Officer (Principal Financial and
                                     Accounting Officer)

____________________________         Director                                   September 26, 2005
  Robert J. Bradshaw

_____________________________        Director                                   September 26, 2005
  E. John Finn

_____________________________        Director                                   September 26, 2005
  William D. Grace

_____________________________        Director                                   September 26, 2005
  Susan E. Hartman

_____________________________        Director                                   September 26, 2005
  Robert R. Mesel

_____________________________        Director                                   September 26, 2005
  James Sardo

_____________________________        Chairman of the Board                      September 26, 2005
  Ronald P. Triffo
</TABLE>


<PAGE>


                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
the undersigned has signed this Registration Statement, solely in the capacity
of the duly authorized representative of Stantec Inc. in the United States, in
the City of [o], State of [o], on this    day of        ,2005.



                                      STANTEC CONSULTING INC.



                                      By:     /s/ Michael J. Slocombe
                                           -----------------------------------
                                           Name:  Michael J. Slocombe
                                           Title: Secretary


<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    DESCRIPTION
- ------    -----------
<S>       <C>

 4.1      Articles of Incorporation of Stantec Inc. (incorporated
          herein by reference to the Registrant's Form F-4 filed with
          the SEC on May 9, 2005, as amended).

 4.2      By-laws of Stantec Inc. (incorporated herein by reference to
          the Registrant's Form F-4 filed with the SEC on May 9, 2005,
          as amended).

 4.3      Employee Share Option Plan.

 5        Opinion of Fraser Milner Casgrain LLP.

23.1      Consent of Ernst & Young LLP, Independent Registered Public
          Accounting Firm.

23.2      Consent of KPMG LLP, Independent Registered Public
          Accounting Firm.

23.3      Consent of Fraser Milner Casgrain LLP (included in Exhibit 5).

24        Powers of Attorney (contained on the signature pages of this
          Registration Statement).
</TABLE>



                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>2
<FILENAME>t17964exv4w3.txt
<DESCRIPTION>EX-4.3
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3



                                  STANTEC INC.










                           EMPLOYEE SHARE OPTION PLAN
















                                 March 30, 1994
                           (As Amended March 14, 1996)
                          (And as amended May 2, 2002)



<PAGE>





                                TABLE OF CONTENTS
<TABLE>
<S>                                                                           <C>
General Provisions
         Interpretation........................................................1
         Purpose...............................................................2
         Administration........................................................2
         Shares Reserved.......................................................2
         Limits with respect to Insiders.......................................3
         Non-Exclusivity.......................................................3
         Amendment and Termination.............................................4
         Compliance with Legislation...........................................4
         Effective Date........................................................4


Options
         Grants................................................................5
         Option Price..........................................................5
         Exercise of Options...................................................5

</TABLE>


<PAGE>






                                  STANTEC INC.

                           EMPLOYEE SHARE OPTION PLAN


1.     GENERAL PROVISIONS

1.1    INTERPRETATION

       For the purposes of this Plan, the following terms shall have the
       following meanings:

       (a)  "Board" means the Board of Directors of the Corporation;

       (b)  "Common Shares" means the Common Shares of the Corporation;

       (c)  "Corporation" means Stantec Inc.;

       (d)  "Consultant" means an individual (including an individual whose
            services are contracted through a personal holding corporation) with
            whom the Corporation or a Subsidiary has a contract for substantial
            services;

       (e)  "Eligible Person" means, subject to all applicable laws, any
            director of the Corporation, and any employee, officer or Consultant
            of the Corporation or any Subsidiary of the Corporation;

       (f)  "Insider" means:

            (i)  an insider as defined under Section 1(1) of the Securities Act
                 (Ontario), other than a person who falls within that definition
                 solely by virtue of being a director or senior officer of a
                 Subsidiary, and

            (ii) an associate as defined under Section 1(1) of the Securities
                 Act (Ontario) of any person who is an insider by virtue of (i)
                 above.

       (g)  "Option" means an option to purchase Common Shares granted to an
            Eligible Person pursuant to the terms of the Plan;

       (h)  "Participant" means Eligible Persons to whom Options have been
            granted;

       (i)  "Plan" means this Share Option Plan of the Corporation;

       (j)  "Share Compensation Arrangement" means any stock option, stock
            option plan, employee stock purchase plan or any other compensation
            or incentive mechanism involving the issuance or potential issuance
            of Common Shares, including a share purchase from treasury which is
            financially assisted by the Corporation by way of a loan, guarantee
            or otherwise;

       (k)  "Subsidiary" means Coordinate Surveys Ltd., Envirocorp Interior
            Design Group Inc. and any company that is a subsidiary of the
            Corporation as defined under section 1(4) of the Securities Act
            (Ontario); and


<PAGE>


                                     - 2 -

       (l)  "Termination Date" means the date on which a Participant ceases to
            be an Eligible Person.

       Words importing the singular number only shall include the plural and
       vice versa and words importing the masculine shall include the feminine.

       This Plan and all matters to which reference is made herein shall be
       governed by and interpreted in accordance with the laws of the Province
       of Ontario and the laws of Canada applicable therein.

1.2    PURPOSE

       The purpose of the Plan is to advance the interests of the Corporation by
       (i) providing Eligible Persons with additional incentive, (ii)
       encouraging stock ownership by such Eligible Persons, (iii) increasing
       the proprietary interest of Eligible Persons in the success of the
       Corporation, (iv) encouraging the Eligible Person to remain with the
       Corporation or its Subsidiaries, and (v) attracting new employees and
       officers.

1.3    ADMINISTRATION

       (a)  The Plan shall be administered by the Board or a committee of the
            Board duly appointed for this purpose by the Board and consisting of
            not less than 3 directors. If a committee is appointed for this
            purpose, all references to the Board will be deemed to be references
            to the Committee.

       (b)  Subject to the limitations of the Plan, the Board shall have the
            authority (i) to grant options to purchase Common Shares to Eligible
            Persons, (ii) to determine the terms, limitations, restrictions and
            conditions respecting such grants, (iii) to interpret the Plan and
            to adopt, amend and rescind such administrative guidelines and other
            rules and regulations relating to the Plan as it shall from time to
            time deem advisable, and (iv) to make all other determinations and
            to take all other actions in connection with the implementation and
            administration of the Plan including, without limitation, for the
            purpose of ensuring compliance with Section 1.8 hereof, as it may
            deem necessary or advisable. The Board's guidelines, rules,
            regulations, interpretations and determinations shall be conclusive
            and binding upon the Corporation and all other persons.

1.4    SHARES RESERVED

       (a)  The maximum number of Common Shares which may be reserved for
            issuance for all purposes under the Plan shall be equal to
            877,469(1). The maximum number of Common Shares which may be
            reserved for issuance to any one person under the Plan shall be 5%
            of the Common Shares outstanding at the time of the grant (on a
            non-diluted basis) less the aggregate number of Common Shares
            reserved for issuance to such person under any other option to
            purchase Common Shares from treasury granted as a compensation or
            incentive mechanism.



- -------------------
(1)  On May 2, 2002 the Stantec Inc. shareholders reserved 877,469 Common Shares
     for issuance as options pursuant to the ESOP. At that time, 552,850 options
     in respect of shares were issued and outstanding. Due to the subdivision of
     shares on a 2-for-1 basis the number of Common Shares reserved for issuance
     is 1,754,938 pursuant to the ESOP and on May 2, 2002, 1,105,700 options in
     respect of shares were issued and outstanding.


<PAGE>

                                      - 3 -


            Any Common Shares subject to an Option which for any reason is
            cancelled or terminated without having been exercised, shall again
            be available for grants under the Plan. No fractional shares shall
            be issued, and the Board may determine the manner in which
            fractional share value shall be treated.

       (b)  If there is a change in the outstanding Common Shares by reason of
            any stock dividend or split, recapitalization, amalgamation,
            consolidation, combination or exchange of shares, or other corporate
            change, the Board shall make, subject to the prior approval of the
            relevant stock exchanges, appropriate substitution or adjustment in
            (i) the number or kind of shares or other securities reserved for
            issuance pursuant to the Plan, and (ii) the number and kind of
            shares subject to unexercised Options theretofore granted and in the
            option price of such shares; provided, however, that no substitution
            or adjustment shall obligate the Corporation to issue or sell
            fractional shares. If the Corporation is reorganized, amalgamated
            with another corporation, or consolidated, the Board shall make such
            provision for the protection of the rights of Participants as the
            Board in its discretion deems appropriate.

1.5    LIMITS WITH RESPECT TO INSIDERS

       (a)  The maximum number of Common Shares which may be reserved for
            issuance to Insiders under the Plan shall be 10% of the Common
            Shares outstanding at the time of the grant (on a non-diluted basis)
            less the aggregate number of Common Shares reserved for issuance to
            Insiders under any other Share Compensation Arrangement.

       (b)  The maximum number of Common Shares which may be issued to Insiders
            under the Plan within a one year period shall be 10% of the Common
            Shares outstanding at the time of the issuance (on a non-diluted
            basis), excluding Common Shares issued under the Plan or any other
            Share Compensation Arrangement over the preceding one year period.
            The maximum number of Common Shares which may be issued to any one
            Insider under the Plan within a one year period shall be 5% of the
            Common Shares outstanding at the time of the issuance (on a
            non-diluted basis), excluding Common Shares issued to such Insider
            under the Plan or any other Share Compensation Arrangement over the
            preceding one year period.

       (c)  Any entitlement to acquire Common Shares granted pursuant to the
            Plan or any other Share Compensation Arrangement prior to the
            grantee becoming an Insider shall be excluded for the purposes of
            the limits set out in (a) and (b) above.

1.6    NON-EXCLUSIVITY

       Nothing contained herein shall prevent the Board from adopting other or
       additional compensation arrangements, subject to any required approval.


<PAGE>


                                     - 4 -


1.7    AMENDMENT AND TERMINATION

       (a)  The Board may amend, suspend or terminate the Plan or any portion
            thereof at any time in accordance with applicable legislation, and
            subject to any required approval. No such amendment, suspension or
            termination shall alter or impair any Options or any rights pursuant
            thereto granted previously to any Participant without the consent of
            such Participant. If the Plan is terminated, the provisions of the
            Plan and any administrative guidelines, and other rules and
            regulations adopted by the Board and in force at the time of the
            Plan shall continue in effect during such time as an Option or any
            rights pursuant thereto remain outstanding.

       (b)  With the consent of the affected Participants, the Board may amend
            or modify any outstanding Option in any manner to the extent that
            the Board would have had the authority to initially grant such award
            as so modified or amended, including without limitation, to change
            the date or dates as of which an Option becomes exercisable, subject
            to the prior approval of the relevant stock exchanges.

1.8    COMPLIANCE WITH LEGISLATION

       The Plan, the grant and exercise of Options hereunder and the
       Corporation's obligation to sell and deliver Common Shares upon exercise
       of Options shall be subject to all applicable federal, provincial and
       foreign laws, rules and regulations, the rules and regulations of any
       stock exchange on which the Common Shares are listed for trading and to
       such approvals by any regulatory or governmental agency as may, in the
       opinion of counsel to the Corporation, be required. The Corporation shall
       not be obligated by any provision of the Plan or the grant of any Option
       hereunder to issue or sell Common Shares in violation of such laws, rules
       and regulations or any condition of such approvals. No Option shall be
       granted and no Common Shares issued or sold hereunder where such grant,
       issue or sale would require registration of the Plan or of Common Shares
       under the securities laws of any foreign jurisdiction and any purported
       grant of any Option or issue or sale of Common Shares hereunder in
       violation of this provisions shall be void. In addition, the Corporation
       shall have no obligation to issue any Common Shares pursuant to the Plan
       unless such Common Shares shall have been duly listed, upon official
       notice of issuance, with all stock exchanges on which the Common Shares
       are listed for trading. Common Shares issued and sold to Participants
       pursuant to the exercise of Options may be subject to limitations on sale
       or resale under applicable securities laws.

1.9    EFFECTIVE DATE

       The Plan shall be effective on the date of the closing of an initial
       public offering of the Common Shares provided, however, that if all
       necessary approvals are not obtained by the Corporation prior to such
       date, the Plan and all Options and all grants hereunder shall be null and
       void and shall be of no effect.


<PAGE>


                                     - 5 -


2.     OPTIONS

2.1    GRANTS

       Subject to the provisions of the Plan, the Board shall have the authority
       to determine the limitations, restrictions and conditions, if any, in
       addition to those set forth in Section 2.3 hereof, applicable to the
       exercise of an Option, including, without limitation, the nature and
       duration of the restrictions, if any, to be imposed upon the sale or
       other disposition of Common Shares acquired upon exercise of the Option,
       and the nature of the events, if any, and the duration of the period in
       which any Participant's rights in respect of Common Shares acquired upon
       exercise of an Option may be forfeited. An Eligible Person may receive
       Options on more than one occasion under the Plan and may receive separate
       Options on any one occasion.

2.2    OPTION PRICE

       The Board shall establish the option price at the time each Option is
       granted, which shall in all cases be not less than:

       (i)  the closing price of the Common Shares on The Toronto Stock Exchange
            on the trading day immediately preceding the date of the grant; or

       (ii) such lesser amount permissible from time to time under applicable
            legislation or the rules and regulations of the stock exchanges on
            which the Common Shares are listed for trading.

       The option price shall be subject to adjustment in accordance with the
       provisions of Section 1.4(b) hereof.

2.3    EXERCISE OF OPTIONS

       (a)  Options granted must be exercised no later than 10 years after the
            date of grant or such lesser period as the regulations made pursuant
            to the Plan may require.

       (b)  The Board may determine any Option will become exercisable and may
            determine that the Option shall be exercisable in instalments.

       (c)  Options shall not be transferable by the Participant otherwise than
            by will or the laws of descent and distribution, and shall be
            exercisable during the lifetime of a Participant only by the
            Participant and after death only by the Participant's legal
            representative.

       (d)  Except as otherwise determined by the Board:

            (i)  if a Participant ceases to be an Eligible Person for any reason
                 whatsoever other than death, each Option held by the
                 Participant will cease to be exercisable 30 days after the
                 Termination Date. If any portion of an Option is not vested by
                 the Termination Date, that portion of the Option may not under
                 any circumstances be exercised by the Participant. Without
                 limitation, and for greater certainty only, this provision will
                 apply regardless of whether the Participant was dismissed


<PAGE>

                                     - 6 -


                 with or without cause and regardless of whether the Participant
                 received compensation in respect of dismissal or was entitled
                 to a period of notice of termination which would otherwise have
                 permitted a greater portion of the Option to vest with the
                 Participant;

            (ii) if a Participant dies the legal representative of the
                 Participant may exercise the Participant's Options within six
                 months after the date of the Participant's death, but only to
                 the extent the Options were by their terms exercisable on the
                 date of death.

       (e)  Each Option shall be confirmed by an option agreement executed by
            the Corporation and by the Participant.

       (f)  The exercise price of each Common Share purchased under an Option
            shall be paid in full in cash or by bank draft or certified cheque
            at the time of such exercise, and upon receipt of payment in full,
            but subject to the terms of the Plan, the number of Common Shares in
            respect of which the Option is exercised shall be duly issued as
            fully paid and non-assessable.



<PAGE>





                  REGULATIONS UNDER EMPLOYEE SHARE OPTION PLAN


1.     In these regulations, words defined in the Plan and not otherwise defined
       herein shall have the same meaning as set forth in the Plan.

2.     No Option shall be granted under the Plan unless recommended by the
       Board.

3.     Not less than 100 Common Shares may be purchased at any one time upon
       exercise of a Participant's Option unless the remainder of Common Shares
       subject to such Option totals less than 100.

4.     In the event that the legal representatives of a Participant who has died
       exercises the Participant's Option in accordance with the terms of the
       Plan, the Corporation shall have no obligation to issue the Common Shares
       until evidence satisfactory to the Corporation has been provided by such
       legal representatives that such legal representatives are entitled to
       purchase the Common Shares under the Plan.

5.     Share certificates representing the number of Common Shares in respect
       for which the Option has been granted shall be issued in the name of the
       Participant, his legal representatives or as he or they may direct, upon
       payment in full of the purchase price therefor.

6.     Share certificates representing Common Shares issued and sold upon
       exercise of an Option will be held for safekeeping unless the Participant
       directs the Corporation otherwise at the time of payment for such Common
       Shares.

7.     Upon request the Corporation shall provide to a Participant without
       charge a copy of the Corporation's most recent annual information form,
       management information circular, annual consolidated financial statements
       and management's discussion and analysis of operating results and
       financial condition, as well as any interim financial statements and
       material change reports issued by the Corporation during the then current
       fiscal year. Requests for such documents shall be directed to the office
       of the Vice-President, Finance and Administration, of the Corporation.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>t17964exv5.txt
<DESCRIPTION>EX-5
<TEXT>
<PAGE>

                                                                       EXHIBIT 5


                           FRASER MILNER CASGRAIN LLP
                               2900 Manulife Place
                               10180 - 101 Street
                            Edmonton, Alberta T5J 3V5
                                     Canada


September 15, 2005

Stantec Inc.
10160 - 112 Street
Edmonton, Alberta   T5K 2L6

Dear Sirs/Mesdames:

RE:  STANTEC INC.
     REGISTRATION STATEMENT ON FORM S-8

We have acted as Canadian counsel to Stantec Inc., a corporation incorporated
under the Canada Business Corporations Act (the "Company"), in connection with
the Registration Statement on Form S-8 dated September 15, 2005 (the
"Registration Statement") filed by the Company with the United States Securities
and Exchange Commission (the "Commission") under the United States Securities
Act of 1933, as amended, relating to the proposed issuance by the Company of
common shares (the "Shares") in connection with options granted under the
Company's Employee Share Option Plan dated March 30, 1994, as amended (the
"Plan"). This opinion is being delivered in connection with the Registration
Statement, to which this opinion appears as an exhibit.

We have examined the Registration Statement and the Plan. We also have examined
the originals, or duplicate, certified, conformed, telecopied or photostatic
copies, of such corporate records, agreements, documents and other instruments
and have made such other investigations as we have considered necessary or
relevant for the purposes of this opinion. With respect to the accuracy of
factual matters material to this opinion, we have relied upon certificates or
comparable documents and representations of public officials and of officers and
representatives of the Company.

In giving this opinion, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to authentic original documents of all
documents submitted to us as duplicates, certified, conformed, telecopied or
photostatic copies and the authenticity of the originals of such latter
documents.

Based and relying upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that when and
if issued in accordance with the terms of the Plan and those agreements pursuant
to which options to acquire Shares have been granted and consideration therefore
has been received by the Company, the Shares will be validly issued, fully paid
and non-assessable.

<PAGE>

                                                      Fraser Milner Casgrain LLP
Stantec Inc.                                                              Page 2
- --------------------------------------------------------------------------------

This opinion is based upon and limited to the laws of the Province of Alberta
and the laws of Canada applicable therein.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name where it appears in the
Registration Statement. In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.

This opinion is addressed to you for your benefit solely in connection with the
above-described transaction. This opinion may not be relied upon for any other
purpose, or quoted from or referred to in any document other than the
Registration Statement, or used for any other purpose, without our prior written
consent. This opinion is given as of the date hereof and we disclaim any
obligation or undertaking to advise of any change in law or fact affecting or
bearing upon this opinion occurring after the date hereof which may come or be
brought to our attention.

Yours truly,



/s/ Fraser Milner Casgrain LLP





        2900 Manulife Place  10180-101 Street Edmonton AB Canada T5J 3V5
          Telephone (780) 423-7100 Fax (780) 423-7276 www.fmc-law.com


         Lawyers in: Montreal Ottawa Toronto Edmonton Calgary Vancouver










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>t17964exv23w1.txt
<DESCRIPTION>EX-23.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We consent to the incorporation by reference in the Registration Statement (Form
S-8), pertaining to the Employee Share Option Plan of Stantec Inc., of our
report, dated February 11, 2005, except for notes 20 and 21 which are as of May
5, 2005, with respect to the consolidated financial statements of Stantec Inc.
included in its Registration Statement (Form 40-F) for the year ended December
31, 2004, filed with the Securities and Exchange Commission.



Edmonton, Canada,                                         /s/ Ernst & Young LLP
September 21, 2005                                        Chartered Accountants


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>t17964exv23w2.txt
<DESCRIPTION>EX-23.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the use of our reports dated March 4, 2005, with respect to the
consolidated balance sheets of The Keith Companies, Inc. as of December 31, 2004
and 2003, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2004, management's assessment of the effectiveness of internal
control over financial reporting as of December 31, 2004, and the effectiveness
of internal control over financial reporting as of December 31, 2004,
incorporated by reference in the registration statement (No. 333-124748) on
Form F-4, which is incorporated by reference in this Form S-8 of Stantec Inc.



/s/ KPMG LLP


Costa Mesa, California
September 21, 2005
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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