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<SEC-DOCUMENT>0000909567-05-001221.txt : 20050803
<SEC-HEADER>0000909567-05-001221.hdr.sgml : 20050803
<ACCEPTANCE-DATETIME>20050803163524
ACCESSION NUMBER:		0000909567-05-001221
CONFORMED SUBMISSION TYPE:	40FR12B
PUBLIC DOCUMENT COUNT:		84
FILED AS OF DATE:		20050803
DATE AS OF CHANGE:		20050803

FILER:

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

	FILING VALUES:
		FORM TYPE:		40FR12B
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32562
		FILM NUMBER:		05996083

	BUSINESS ADDRESS:	
		STREET 1:		10160 112TH STREET
		STREET 2:		EDMONTO9N ALBERTA T5K 2L6 CANADA
		STATE:			A0
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		10160 112 ST
		CITY:			EDMONTON, ALBERTA
		STATE:			A0
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>40FR12B
<SEQUENCE>1
<FILENAME>t17577e40fr12b.txt
<DESCRIPTION>40FR12B
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 40-F

      [X]   Registration statement pursuant to Section 12 of the Securities
            Exchange Act of 1934

                                       or

      [ ]   Annual report pursuant to Section 13(a) or 15(d) of the Securities
            Exchange Act of 1934

FOR FISCAL YEAR ENDED: NOT APPLICABLE          COMMISSION FILE NUMBER: 001-32562

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

             CANADA                           8711               NOT APPLICABLE
 (Province or other jurisdiction  (Primary standard industrial  (I.R.S. employer
of incorporation or organization)  classification code number,   identification
                                         if applicable)            number, if
                                                                   applicable)

                               10160 - 112 STREET
                               EDMONTON, ALBERTA,
                                 CANADA, T5K 2L6
                                 (780) 917-7000

    (Address and telephone number of registrant's principal executive office)

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

 (Name, address and telephone number 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:
   COMMON SHARES                                NEW YORK STOCK EXCHANGE

             Securities registered or to be registered pursuant to
                         Section 12(g) of the Act:  NONE

        Securities for which there is a reporting obligation pursuant to
                         Section 15(d) of the Act:  NONE

For annual reports, indicate by check mark the information filed with this form:

    [ ] Annual Information Form      [ ] Audited 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: NOT APPLICABLE

     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 [ ]       No [X]

    Indicate by check mark whether the registrant: (1) has filed all reports
  required to be filed by Section 13(d) or 15(d) of the Exchange Act during the
    proceeding 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 in the past 90 days.

                              Yes [ ]       No [X]

<PAGE>

                         OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2005, the Registrant's only material off-balance sheet financing
arrangements relate to letters of credit in the amount of C$1.7 million.

                             CONTRACTUAL OBLIGATIONS

The following table summarizes the contractual obligations due on the
Registrant's long-term debt, other liabilities, and operating lease commitments
as of December 31, 2004:

<TABLE>
<CAPTION>
                                                                  PAYMENTS DUE BY PERIOD
                                      ------------------------------------------------------------------------------
                                                         LESS THAN          2-3            4-5           MORE THAN
                                         TOTAL             1 YEAR          YEARS          YEARS           5 YEARS
                                      ------------      -----------      ----------     ----------     -------------
                                                           (IN THOUSANDS OF CANADIAN DOLLARS)
<S>                                   <C>               <C>              <C>            <C>            <C>
Long-term debt ..................     C$    33,975      C$   12,820      C$  19,585     C$   1,459     C$        111
Interest on debt (1).............            2,824            1,479           1,269             76                 -
Other liabilities................           19,868            3,050           6,079          3,400             7,339
Operating lease commitments......          207,666           29,509          50,301         34,211            93,645
                                      ------------      -----------      ----------     ----------     -------------
Total contractual obligations....     C$   264,333      C$   46,858      C$  77,234     C$  39,146     C$    101,095
                                      ============      ===========      ==========     ==========     =============
</TABLE>

(1) Based on an estimated average interest rate of 5.42% per year.

<PAGE>

                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.   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; or transactions in
said securities.

B.   CONSENT TO SERVICE OF PROCESS

Concurrently with the filing of this Registration Statement on Form 40-F, the
Registrant has filed with the Commission a written irrevocable consent and power
of attorney on FORM F-X.

Any change to the name or address of the agent for service of the Registrant
shall be communicated promptly to the Commission by amendment to Form F-X
Referencing the file number of the Registrant.

<PAGE>

                                   SIGNATURES

            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 registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                                STANTEC INC.

                                By: /s/ Jeffrey S. Lloyd
                                    -------------------------------------------
                                    Name:  Jeffrey S. Lloyd
                                    Title: Vice President, Secretary and General
                                           Counsel

                                Dated: August 3, 2005

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS                             DESCRIPTION
<S>       <C>
23.1      Consent of Ernst & Young LLP - Independent Registered Public
          Accounting Firm
23.2      Consent of KPMG LLP- Independent Registered Public Accounting Firm
99.01     Press Release - January 16, 2004
99.02     Material Change Report - January 23, 2004
99.03     Notice of Meeting and Record Date - February 20, 2004
99.04     Press Release - February 26, 2004
99.05     Press Release - April 5, 2004
99.06     Annual Participation Fee - April 7, 2004
99.07     Annual Report - April 7, 2004
99.08     Annual Report Feedback Card - April 7, 2004
99.09     Audited Annual Financial Statements - April 7, 2004
99.10     Confirmation of Mailing - April 7, 2004
99.11     Employee Share Purchase Plan Proxy- April 7, 2004
99.12     Letter to Shareholders - April 7, 2004
99.13     Management's Discussion & Analysis - April 7, 2004
99.14     Management Information Circular - April 7, 2004
99.15     Notice of Meeting - April 7, 2004
99.16     Form of Proxy - April 7, 2004
99.17     Supplement Mailing - April 7, 2004
99.18     Report on Securities in QC - April 8, 2004
99.19     Annual Information Form - April 12, 2004
99.20     Material Change Report - April 12, 2004
99.21     Notice regarding AIF NI 51-102 F2 - April 19, 2004
99.22     News Release - May 6, 2004
99.23     Voting Results - May 10, 2004
99.24     Form 52-109F2 - Certification of Interim Filings - CEO - May 14, 2004
99.25     Form 52-109F2 - Certification of Interim Filings - CFO - May 14, 2004
99.26     Interim Financial Statements - May 14, 2004
99.27     Interim Management's Discussion & Analysis - May 14, 2004
99.28     News Release - May 28, 2004
99.29     Normal Course Issuer Bid Report - June 4, 2004
99.30     Normal Course Issuer Bid Notice of Intention - June 4, 2004
99.31     Material Change Report - June 7, 2004
99.32     News Release - August 5, 2004
99.33     Form 52-109F2 - Certification of Interim Filings - CEO - August 12, 2004
99.34     Form 52-109F2 - Certification of Interim Filings - CFO - August 12, 2004
99.35     Interim Financial Statements -August 12, 2004
99.36     Interim Management's Discussion & Analysis - August 12, 2004
99.37     News Release - September 27, 2004
99.38     News Release - October 12, 2004
99.39     News Release - November 4, 2004
99.40     52-109F2 - Certification of Interim Filings - CEO - November 11, 2004
99.41     52-109F2 - Certification of Interim Filings - CFO - November 11, 2004
99.42     Interim Financial Statements - November 11, 2004
99.43     Interim Management's Discussion & Analysis - November 11, 2004
99.44     News Release - February 24, 2005
99.45     Notice of Meeting and Record Date - March 3, 2005
99.46     52-109FT1 - Certification of Interim Filings - CEO - March 31, 2005
99.47     52-109FT1 - Certification of Interim Filings - CFO -March 31, 2005
99.48     Annual Information Form - March 31, 2005
99.49     Audited Annual Financial Statements - March 31, 2005 (Incorporated by reference
          from the Registrant's registration statement on Form F-4/A (File No. 333-124748),
          filed with the Securities and Exchange Commission as of July 19, 2005)
99.50     Annual Participation Fee - March 31, 2005
99.51     Annual Report - March 31, 2005
99.52     Annual Report Feedback - March 31, 2005
99.53     Employee Share Purchase Plan Proxy - March 31, 2005
99.54     Management's Discussion & Analysis - March 31, 2005
99.55     Management Information Circular- March 31, 2005
99.56     Notice of Meeting - March 31, 2005
99.57     Form of Proxy - March 31, 2005
99.58     Report on Securities in QC, March 31, 2005
99.59     Security holders documents - By-law No. 1 of Stantec Inc. - March 31, 2005
99.60     Security holders documents - Certificate of Amendment of Stantec Inc.
</TABLE>

<PAGE>

<TABLE>
<S>       <C>
99.61     Shareholder Letter- March 31, 2005
99.62     Notice regarding AIF (NI 51-102 F2) - April 1, 2005
99.63     Confirmation of Mailing - April 7, 2005
99.64     News Release - April 14, 2005 (Incorporated by reference from the Registrant's 425, filed
          with the Securities and Exchange Commission as of April 14, 2005)
99.65     Schedule 13D - April 21, 2005 (Incorporated by reference from the Registrant's Schedule 13D,
          filed with the Securities and Exchange Commission as of April 19, 2005)
99.66     Conference Call Transcript - April 21, 2005 (Incorporated by reference from the Registrant's
          425, filed with the Securities and Exchange Commission as of April 18, 2005)
99.67     Contact Information - April 21, 2005
99.68     Form 3 - April 21, 2005 (Incorporated by reference from the Registrant's Form 3, filed with
          the Securities and Exchange Commission as of April 19, 2005)
99.69     Integration Plan - April 21, 2005 (Incorporated by reference from the Registrant's 425,
          filed with the Securities and Exchange Commission as of April 15, 2005)
99.70     Investors Question & Answer - April 21, 2005 (Incorporated by reference from the Registrant's
          425, filed with the Securities and Exchange Commission as of April 20, 2005)
99.71     Joint Web Announcement - April 21, 2005
99.72     Material Change Report - April 21, 2005
99.73     Merger Agreement - April 21, 2005 (Incorporated by reference from the Registrant's
          registration statement on Form F-4 (File No. 333-124748), filed with the Securities and Exchange
          Commission as of May 9, 2005)
99.74     Stockholders Support Agreement - April 21, 2005 (Incorporated by reference from the
          Registrant's registration statement on Form F-4 (File No. 333-124748), filed with the Securities
          and Exchange Commission as of May 9, 2005)
99.75     Revised Conference Call Transcript - April 28, 2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of April 28, 2005)
99.76     Alternative Monthly Report - May 10, 2005
99.77     News release - May 10, 2005 - Voting Results - May 10, 2005
99.78     Annual General Meeting Transcript - May 12, 2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of May 12, 2005)
99.79     First Quarter Results Conference Call Transcript - May 12, 2005 (Incorporated by reference
          from the Registrant's 425, filed with the Securities and Exchange Commission as of May 12, 2005)
99.80     52-109FT2 - Certification of Interim Filings - CEO - May 13, 2005
99.81     52-109FT2 - Certification of Interim Filings - CFO - May 13, 2005
99.82     Interim Financials - May 13, 2005 (Incorporated by reference from the Registrant's
          registration statement on Form F-4/A (File No. 333-124748), filed with the Securities and
          Exchange Commission as of June 24, 2005)
99.83     Interim Management's Discussion & Analysis - May 13, 2005
99.84     Form F-4 - May 19, 2005 (Incorporated by reference from the Registrant's registration
          statement on Form F-4 (File No. 333-124748), filed with the Securities and Exchange Commission
          as of May 9, 2005)
99.85     Options Memorandum - May 19, 2005
99.86     CEO Forum held on April 29, 2005 - May 20,2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of April 29, 2005)
99.87     CEO Forum - May 20,2005 (Incorporated by reference from the Registrant's 425, filed with the
          Securities and Exchange Commission as of May 24, 2005)
99.88     Employee Responses for April 22, 2005 - May 20, 2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of April 29, 2005)
99.89     Employee Responses for April 29, 2005 - May 20, 2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of April 29, 2005)
99.90     Employee Responses for May 6, 2005 - May 20, 2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of May 10, 2005)
99.91     Employee Responses for May 20, 2005 - May 20, 2005 (Incorporated by reference from the
          Registrant's 425, filed with the Securities and Exchange Commission as of June 10, 2005)
99.92     Merger Memorandum - May 24, 2005
99.93     Restricted Stock - May 24, 2005
99.94     Annual Information Form letter - May 30, 2005
99.95     Revised Annual Information Form - May 30, 2005
99.96     Press Release - May 31, 2005
</TABLE>

<PAGE>

<TABLE>
<S>       <C>
99.96     Normal Course Issuer Bid Notice of Intention - June 09,2005
99.97     Material Change Report- June 09,2005
99.98     Normal Course Issuer Bid (Quebec) - June 09,2005
99.99     CEO Forum - June 10,2005
99.100    CEO Forum - June 27,2005 (Incorporated by reference from the Registrant's 425, filed with
          the Securities and Exchange Commission as of June 24, 2005)
99.101    Form F-4 Amendment #1 - June 27,2005 (Incorporated by reference from the Registrant's
          registration statement on Form F-4/A (File No. 333-124748), filed with the Securities and
          Exchange Commission as of June 24, 2005)
99.102    Press Release - June 28,2005
99.103    Certificate of Amendment - July 22,2005
99.104    Press Release - July 28,2005 (Incorporated by reference from the Registrant's 425, filed
          with the Securities and Exchange Commission as of July 28, 2005)
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>t17577exv23w1.txt
<DESCRIPTION>EX-23.1
<TEXT>
<PAGE>

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the Registration Statement (Form
40-F) of Stantec Inc. (the Company) 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 the Company for the year ended December 31,
2004 included in Amendment No. 2 to the Registration Statement (Form F-4, No.
333-124748) and related Prospectus of the Company, filed with the Securities and
Exchange Commission.



Edmonton, Canada                                           /s/ Ernst & Young LLP
August 3, 2005                                             Chartered Accountants
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>t17577exv23w2.txt
<DESCRIPTION>EX-23.2
<TEXT>
<PAGE>
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 on this Form 40-F of Stantec Inc.



/s/ KPMG LLP

Costa Mesa, California
August 2, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>t17577exv99w1.txt
<DESCRIPTION>EX-99.1
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC TO EXPAND INTO NORTHEAST US REGION WITH ACQUISITION OF ROCHESTER NY FIRM
SEAR-BROWN

EDMONTON AB (January 16, 2004) TSX:STN

Stantec has signed a letter of intent to acquire Rochester NY-based Sear-Brown,
a professional services firm with approximately 500 employees and 13 offices in
the US and Puerto Rico. The transaction-subject to satisfactory due diligence,
regulatory approval, and Sear-Brown shareholder approval-represents the largest
acquisition to date for Stantec and opens a new operating region in the
Northeast US. The acquisition is expected to close at the end of March 2004.

"Sear-Brown's full service offering in engineering, architecture, and planning
complements Stantec's existing services and will give our Company a strong
presence in New York State as well as an emerging presence in Pennsylvania, and
Ohio-key market areas in the US," says Tony Franceschini, Stantec President &
CEO. "The addition of Sear-Brown is an important step in Stantec's path to
become one of the top 10 global design firms by providing a solid foothold for
further growth in the Northeast US region and in the biotechnology and
pharmaceuticals sector."

Since its founding in 1955 in Rochester, Sear-Brown has grown into a premier
design firm adding six New York State offices in Albany, Binghamton, Buffalo,
Melville, Rouses Point, and Syracuse; two Colorado offices in Fort Collins and
Denver; and offices in Hillsborough, North Carolina; Cleveland, Ohio; State
College, Pennsylvania; and Guaynabo, Puerto Rico. Sear-Brown's 500 employees
specialize in core markets that include Advanced Manufacturing,
Biopharmaceuticals Facilities, Educational Facilities, Healthcare Facilities,
Municipal Facilities, Retail/Commercial Development, Transportation, Land
Development, and Water and Environment.

"Joining forces with Stantec represents the next chapter in Sear-Brown's
incredible 50-year history," says Sue Hartman, Chairman of the Board of
Sear-Brown. "We're very excited about the opportunities that this union provides
for our clients and our employees, including access to new markets, technical
skills, and technology."

In 2003, Sear-Brown's revenues were approximately US$50 million. Stantec
currently has 18 offices in the US including two in New York State in Lancaster
and Amherst.

For more information visit WWW.STANTEC.COM/SEARBROWN

STANTEC provides professional services in infrastructure and facilities. The
Company's comprehensive services in planning, engineering, environmental
sciences, architecture, interior design, landscape architecture, surveying, and
project economics support clients at every stage, from initial concept and
financial feasibility to project completion and beyond. Services are offered
through more than 3,500 employees operating out of 40 locations in North America
and the Caribbean. Stantec trades on the Toronto Stock Exchange under the symbol
STN.

STANTEC CONTACT         ACQUISITION CONTACT        INVESTOR CONTACT
Tony Franceschini       Susan Hartman              Don Wilson
President & CEO         Chairman of the Board      Vice President & CFO
Stantec                 Sear-Brown                 Stantec
Tel: 780-917-7077       Tel: 585-454-1740          Tel: 780-917-7269

                                                                     STANTEC.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>t17577exv99w2.txt
<DESCRIPTION>EX-99.2
<TEXT>
<PAGE>

                                  STANTEC INC.

                             MATERIAL CHANGE REPORT

This report is filed under section 67(1) of the Securities Act (British
Columbia), section 146(1) of the Securities Act (Alberta), section 84(1) of the
Securities Act (Saskatchewan), section 75(2) of the Securities Act (Ontario),
section 81(2) of the Securities Act (Nova Scotia) and section 76(2) of the
Securities Act (Newfoundland) (collectively, the "Acts").

1.    REPORTING ISSUER:

      Stantec Inc. ("Stantec")
      10160 - 112th Street
      Edmonton, Alberta
      Canada T5K 2L6

      Stantec has its principal office in Edmonton, Alberta.

2.    DATE OF MATERIAL CHANGE:

      January 16, 2004.

3.    NEWS RELEASE:

      Attached as Schedule "A" is a copy of a news release which is relevant to
      this material change and which was issued in Edmonton on January 16, 2004.

4.    SUMMARY OF MATERIAL CHANGE:

      Stantec, through its subsidiary Stantec Consulting Inc. ("SCI"), has
      entered into a letter of intent to purchase all of the issued and
      outstanding shares of Sear-Brown.

5.    FULL DESCRIPTION OF MATERIAL CHANGE:

      SCI has entered into a letter of intent with Sear-Brown which, subject to
      satisfaction of a number of conditions including satisfactory due
      diligence, regulatory approval and Sear-Brown shareholder approval, is
      expected to close at the end of March. Sear-Brown is a design firm with
      six offices in New York State in Albany, Binghamton, Buffalo, Melville,
      Rouses Point, and Syracuse; two Colorado offices in Fort Collins and
      Denver; and offices in Hillsborough, North Carolina; Cleveland, Ohio;
      State College, Pennsylvania; and Guaynabo, Puerto Rico. Sear-Brown
      currently has approximately 500 employees and specializes in core markets
      that include Advanced Manufacturing, Biopharmaceuticals Facilities,
      Educational Facilities, Healthcare Facilities, Municipal Facilities,
      Retail/Commercial Development, Transportation, Land Development, and Water
      and Environment. The acquisition of Sear-Brown will represent the largest
      acquisition to date for Stantec and provides a solid foothold for further
      growth in the Northeast US region.

                                                                     Page 1 of 2

<PAGE>

6.    RELIANCE ON CONFIDENTIALITY PROVISIONS OF THE ACTS:

      Not applicable.

7.    OMITTED INFORMATION:

      None.

8.    SENIOR OFFICER:

      The following officer of the Corporation is knowledgeable about this
      material change report and may be contacted by the securities regulatory
      authorities:

            Jeffrey S. Lloyd
            Vice President & Secretary
            Stantec Inc.
            10160 - 112th Street
            Edmonton, Alberta
            T5K 2L6

            Telephone: (780) 917 7016

9.    STATEMENT OF SENIOR OFFICER:

      The undersigned, on behalf of Stantec Inc., hereby certifies that the
      foregoing accurately discloses the material change referred to herein.

DATED at Edmonton, Alberta this 16th day of January, 2004.

                                                 STANTEC INC.

                                                 By: "Signed"
                                                     ---------------------------
                                                     Jeffrey S. Lloyd
                                                     Vice President & Secretary

                                                                     Page 2 of 2

<PAGE>

                                  Schedule "A"

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC TO EXPAND INTO NORTHEAST US REGION WITH ACQUISITION OF ROCHESTER NY FIRM
SEAR-BROWN

EDMONTON AB (January 16, 2004) TSX:STN

Stantec has signed a letter of intent to acquire Rochester NY-based Sear-Brown,
a professional services firm with approximately 500 employees and 13 offices in
the US and Puerto Rico. The transaction-subject to satisfactory due diligence,
regulatory approval, and Sear-Brown shareholder approval-represents the largest
acquisition to date for Stantec and opens a new operating region in the
Northeast US. The acquisition is expected to close at the end of March 2004.

"Sear-Brown's full service offering in engineering, architecture, and planning
complements Stantec's existing services and will give our Company a strong
presence in New York State as well as an emerging presence in Pennsylvania, and
Ohio-key market areas in the US," says Tony Franceschini, Stantec President &
CEO. "The addition of Sear-Brown is an important step in Stantec's path to
become one of the top 10 global design firms by providing a solid foothold for
further growth in the Northeast US region and in the biotechnology and
pharmaceuticals sector."

Since its founding in 1955 in Rochester, Sear-Brown has grown into a premier
design firm adding six New York State offices in Albany, Binghamton, Buffalo,
Melville, Rouses Point, and Syracuse; two Colorado offices in Fort Collins and
Denver; and offices in Hillsborough, North Carolina; Cleveland, Ohio; State
College, Pennsylvania; and Guaynabo, Puerto Rico. Sear-Brown's 500 employees
specialize in core markets that include Advanced Manufacturing,
Biopharmaceuticals Facilities, Educational Facilities, Healthcare Facilities,
Municipal Facilities, Retail/Commercial Development, Transportation, Land
Development, and Water and Environment.

"Joining forces with Stantec represents the next chapter in Sear-Brown's
incredible 50-year history," says Sue Hartman, Chairman of the Board of
Sear-Brown. "We're very excited about the opportunities that this union provides
for our clients and our employees, including access to new markets, technical
skills, and technology."

In 2003, Sear-Brown's revenues were approximately US$50 million. Stantec
currently has 18 offices in the US including two in New York State in Lancaster
and Amherst.

For more information visit WWW.STANTEC.COM/SEARBROWN

STANTEC provides professional services in infrastructure and facilities. The
Company's comprehensive services in planning, engineering, environmental
sciences, architecture, interior design, landscape architecture, surveying, and
project economics support clients at every stage, from initial concept and
financial feasibility to project completion and beyond. Services are offered
through more than 3,500 employees operating out of 40 locations in North America
and the Caribbean. Stantec trades on the Toronto Stock Exchange under the symbol
STN.

STANTEC CONTACT              ACQUISITION CONTACT           INVESTOR CONTACT
Tony Franceschini            Susan Hartman                 Don Wilson
President & CEO              Chairman of the Board         Vice President & CFO
Stantec                      Sear-Brown                    Stantec
Tel: 780-917-7077            Tel: 585-454-1740             Tel: 780-917-7269

                                                                     STANTEC.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>t17577exv99w3.txt
<DESCRIPTION>EX-99.3
<TEXT>
<PAGE>

February 20, 2004

B.C. Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Quebec Securities Commission
New Brunswick Securities Commission
Nova Scotia Securities Commission
Prince Edward Island Securities Commission
Newfoundland Securities Commission
Toronto Stock Exchange

Dear Sirs:

RE: STANTEC INC.
    ANNUAL MEETING OF SHAREHOLDERS

On behalf of our principal, Stantec Inc., we wish to confirm the following dates
regarding their Annual Meeting of Shareholders:

DATE OF MEETING                              May 6, 2004
RECORD DATE                                  March 19,2004
MATERIAL MAIL DATE                           April 5,2004

APPLICABLE SECURITIES                        CUSIP NO.

        Common Shares                        CA 85472N109 6

Yours truly,

CIBC MELLON TRUST COMPANY

"Signed"

Deanna Henderson
Associate Manager
Client Relations
(403) 232-2421

cc: Stantec Inc.
    Attn: R. Nyman
    rnyman@stantec.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>t17577exv99w4.txt
<DESCRIPTION>EX-99.4
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC REACHES MILESTONE WITH 50TH CONSECUTIVE YEAR OF PROFITABILITY

EDMONTON AB (February 26, 2004) TSX:STN

      -     For the year-end 2003, Stantec generated gross revenue of $459.9
            million, a 7.3% increase from $428.5 million last year. Net income
            increased 24.2% to $25.1 million from a restated $20.2 million* in
            2002. Basic earnings per share were 22.3% higher at $1.37 compared
            to restated basic earnings per share of $1.12* in 2002.

      -     In the fourth quarter 2003, gross revenue increased 9.7% to $111.6
            million from $101.7 million in 2002. Net income was up 12.2% to $6.3
            million compared to a restated $5.6 million* in 2002. Basic earnings
            per share increased 12.9% to $0.35 compared to restated basic
            earnings per share of $0.31*.

      -     Key achievements for 2003 were the addition of two firms,
            Architectura in Vancouver BC and ESG International in Guelph ON. The
            Company also invested in a new enterprise information technology
            system, new human resources programs, and focused on the integration
            of the 10 acquisitions completed in 2002.

* 2002 and 2001 results have been restated to adjust the accounting for the
allocation of the purchase price of acquisitions completed since July 1, 2001.
See following section Adjustment of 2001 and 2002 results.

"This year represents a number of milestones for Stantec," says Tony
Franceschini, Stantec President & CEO. "It is our 50th year in business and
we've been profitable every year for a half century, it is our 10th year as a
public company, and we are on track at the mid-way point of our 10-year plan to
make us one of the top 10 global design firms."

In the first quarter 2004 Stantec announced it signed a letter of intent to
acquire Rochester NY-based Sear-Brown, a professional services firm with
approximately 500 employees and 13 offices in the US and Puerto Rico. The
transaction, if concluded, will result in the largest acquisition in Stantec's
history and create a new operating region in the northeast US along with a new
service area in the biotechnology and pharmaceuticals sector.

"Our strong performance in 2003 reflects the dedication of our employees to our
strategic plan," says Franceschini. "They have worked extremely hard this year
to implement and adapt to new processes and systems to make Stantec more
efficient. It's because of their hard work that we are now positioned for
further growth and on track to meet our goal of becoming one of the top 10
design firms in the world."

The Annual General Meeting will be held on May 6, 2004, at 1:00 PM EST (11:00 AM
MST) at Stantec's headquarters in Edmonton, Alberta, 10160-112th Street. The
Q4/Year-End Conference Call, being held today at 4:00 PM EST (2:00 PM MST), will
be broadcast live and archived on Stantec's web site at STANTEC.COM in the
INVESTOR RELATIONS section.

                                   -continued-

<PAGE>

ADJUSTMENT OF 2001 AND 2002 RESULTS

The 2001 and 2002 results have been restated to adjust the accounting for the
allocation of the purchase price of acquisitions completed since July 1, 2001.
During the preparation of its 2003 financial statements the Company determined,
with the assistance of independent valuators, that the intangible assets
acquired in acquisitions completed subsequent to July 1, 2001 had not been
appropriately reflected in the allocation of the purchase price. As a result, a
portion of our goodwill for post July 1, 2001, acquisitions has been allocated
to identifiable intangible assets (primarily contract backlog and client
relationships) and charged to earnings over the estimated useful lives of these
intangible assets on a straight-line basis. For contract backlog, the
amortization period ranges from six to 12 months, and for client relationships,
the amortization period ranges from 10 to 15 years. The impact of this change is
more fully described in note 2 to the attached consolidated financial
statements.

It is important to note that these restatements have no impact on cash flow.
They reflect only the reclassification and amortization of certain intangible
assets acquired at the time of acquisition of businesses. While the balance
sheet value of certain of these assets, especially contract backlog and client
relationships, is declining due to the amortization, the Company continues to
generate new contract backlog and client relationship assets that are not
reflected on the balance sheet.

The following is a summary of changes to the 2001 and 2002 income statements:

<TABLE>
<CAPTION>
                                                                                            2001       2002
(in thousands of dollars, except earnings per share amounts)                                  $         $
- ------------------------------------------------------------                               ------     ------
<S>                                                                                        <C>        <C>
Net income for the year, as previously reported                                            15,381     20,846
Less amortization of intangible assets                                                        (18)    (1,079)
Future income tax benefit                                                                       7        425
Net income for the year, as restated                                                       15,370     20,192
                                                                                           ======     ======
EARNINGS PER SHARE
Basic, as previously reported                                                                0.92       1.16
Basic, as restated                                                                           0.92       1.12
Diluted, as previously reported                                                              0.89       1.11
Diluted, as restated                                                                         0.88       1.07
                                                                                           ------     ------
</TABLE>

STANTEC provides professional services in infrastructure and facilities. The
Company's comprehensive services in planning, engineering, environmental
sciences, architecture, interior design, landscape architecture, surveying, and
project economics support clients at every stage, from initial concept and
financial feasibility to project completion and beyond. Services are offered
through 4,000 employees operating out of 40 locations in North America and the
Caribbean. Stantec trades on the Toronto Stock Exchange under the symbol STN.

CORPORATE CONTACT           INVESTOR CONTACT
Tony Franceschini           Don Wilson
President & CEO             Vice President & CFO
Stantec Inc.                Stantec Inc.
Tel: (780) 917-7077         Tel: (780) 917-7269

                                                                     STANTEC.com

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS
STANTEC INC.
December 31, 2003 and 2002

                                AUDITORS' REPORT

To the Shareholders of
STANTEC INC.

We have audited the consolidated balance sheets of STANTEC INC. as at December
31, 2003 and 2002 and the consolidated statements of income and retained
earnings and cash flows for the years then ended. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.

Edmonton, Canada
February 20, 2004                                          Chartered Accountants

<PAGE>

STANTEC INC.
(INCORPORATED UNDER THE LAWS OF CANADA)

                           CONSOLIDATED BALANCE SHEETS

As at December 31

<TABLE>
<CAPTION>
                                                               2003            2002
(in thousands of dollars)                                        $              $
- -------------------------                                     -------        --------
                                                                             restated
                                                                              [note2]
<S>                                                           <C>            <C>
ASSETS [note 7]
CURRENT
Cash and cash equivalents                                       7,343          29,202
Accounts receivable                                            87,101          85,940
Costs and estimated earnings in excess of billings             67,094          35,752
Income taxes recoverable                                        6,921             807
Prepaid expenses                                                3,246           3,362
Future income tax assets [note 13]                              5,924           8,198
                                                              -------         -------
                                                              177,629         163,261
Property and equipment [note 4]                                67,670          51,747
Investment in associated companies                              1,844           1,264
Investments - other                                             1,137           1,471
Goodwill [note 5]                                              69,696          72,423
Intangible assets [note 6]                                      5,112           4,817
Future income tax assets [note 13]                              3,487           4,018
                                                              -------         -------
                                                              326,575         299,001
                                                              =======         =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness [note 7]                                     17,151
Accounts payable and accrued liabilities                       70,255          57,413
Billings in excess of costs and estimated earnings             16,882          12,706
Current portion of long-term debt [note 8]                     13,416          20,526
Future income tax liabilities [note 13]                        10,802           8,650
                                                              -------         -------
                                                              128,506          99,295
Long-term debt [note 8]                                        31,159          41,730
Future income tax liabilities [note 13]                         6,382           6,550
                                                              -------         -------
                                                              166,047         147,575
                                                              -------         -------
COMMITMENTS AND CONTINGENCIES [NOTES 9 AND 10]

SHAREHOLDERS' EQUITY
Share capital [note 11]                                        84,281          83,973
Contributed surplus [note 11]                                   1,842           1,247
Cumulative translation account [note 12]                      (13,861)          1,966
Retained earnings                                              88,266          64,240
                                                              -------         -------
                                                              160,528         151,426
                                                              -------         -------
                                                              326,575         299,001
                                                              =======         =======
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

                      CONSOLIDATED STATEMENTS OF INCOME AND
                                RETAINED EARNINGS

Years ended December 31

<TABLE>
<CAPTION>
                                                                               2003           2002
(in thousands of dollars)                                                        $              $
- -------------------------                                                     -------       --------
                                                                                            restated
                                                                                            [note 2]
<S>                                                                           <C>           <C>
INCOME
Gross revenue                                                                 459,942        428,456
Less subconsultant costs and other direct expenses                             68,546         63,308
                                                                              -------        -------
NET REVENUE                                                                   391,396        365,148
Direct payroll costs                                                          183,471        173,609
                                                                              -------        -------
GROSS MARGIN                                                                  207,925        191,539
Administrative and marketing expenses                                         154,788        145,515
Depreciation of property and equipment                                          9,912          9,502
Amortization of intangible assets                                                 925          1,079
Net interest expense [note 8]                                                   2,637          2,630
Foreign exchange losses                                                           615             73
Share of income from associated companies                                        (580)          (355)
                                                                              -------        -------
INCOME BEFORE INCOME TAXES                                                     39,628         33,095
                                                                              -------        -------
INCOME TAXES [note 13]
Current                                                                        10,050         12,949
Future                                                                          4,508            (46)
                                                                              -------        -------
                                                                               14,558         12,903
                                                                              -------        -------

NET INCOME FOR THE YEAR                                                        25,070         20,192
                                                                              =======        =======

RETAINED EARNINGS, BEGINNING OF THE YEAR, AS PREVIOUSLY REPORTED               64,905         44,701
Prior period adjustment [note 2]                                                 (665)           (11)
                                                                              -------        -------
RETAINED EARNINGS, BEGINNING OF THE YEAR, AS RESTATED                          64,240         44,690
Net income for the year                                                        25,070         20,192
Shares repurchased [note 11]                                                   (1,044)          (642)
                                                                              -------        -------
RETAINED EARNINGS, END OF THE YEAR                                             88,266         64,240
                                                                              =======        =======
EARNINGS PER SHARE [NOTES 2 AND 14]:
Basic                                                                            1.37           1.12
Diluted                                                                          1.31           1.07
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31

<TABLE>
<CAPTION>
                                                                                2003          2002
(in thousands of dollars)                                                         $             $
- -------------------------                                                     --------      --------
<S>                                                                           <C>           <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                                     465,114       437,354
Cash paid to suppliers                                                        (156,460)     (128,148)
Cash paid to employees                                                        (274,444)     (257,667)
Dividends from equity investments                                                                175
Interest received                                                                2,710         3,970
Interest paid                                                                   (4,462)       (6,122)
Income taxes paid                                                              (15,565)      (13,453)
                                                                              --------      --------
CASH FLOWS FROM OPERATING ACTIVITIES [NOTE 15]                                  16,893        36,109
                                                                              --------      --------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and
   bank indebtedness assumed [note 3]                                           (6,046)      (17,409)
Cash of joint venture held for sale [note 16]                                     (369)
Proceeds on disposition of investments                                             195         2,158
Proceeds on disposition of subsidiary                                                          1,856
Purchase of property and equipment                                             (28,713)      (17,444)
Proceeds on disposition of property and equipment                                1,444         1,612
                                                                              --------      --------
CASH FLOWS USED IN INVESTING ACTIVITIES                                        (33,489)      (29,227)
                                                                              --------      --------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

Repayment of long-term debt                                                    (20,592)      (18,619)
Proceeds from long-term borrowings                                                            30,540
Repurchase of shares for cancellation [note 11]                                 (1,392)         (880)
Proceeds from issue of share capital                                               651        18,484
                                                                              --------      --------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                                 (21,333)       29,525
                                                                              --------      --------

Foreign exchange loss on cash held in foreign currency                          (1,081)          (60)
                                                                              --------      --------

NET INCREASE (DECREASE) IN CASH                                                (39,010)       36,347
Cash, beginning of the year                                                     29,202        (7,145)
                                                                              --------      --------
CASH, END OF THE YEAR                                                           (9,808)       29,202
                                                                              ========      ========
CASH CONSISTS OF
Cash and cash equivalents                                                        7,343        29,202
Bank indebtedness                                                              (17,151)
                                                                              --------      --------
                                                                                (9,808)       29,202
                                                                              ========      ========
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stantec Inc. ("the Company") is a provider of comprehensive professional
services in the area of infrastructure and facilities for clients in the public
and private sectors. The Company's services include planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences, and project economics.

USE OF ESTIMATES

The preparation of consolidated financial statements in accordance with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates included in the
preparation of these consolidated financial statements include the percentage of
completion of fixed fee and variable fee with ceiling contracts, provisions for
losses on incomplete contracts, allowances for doubtful accounts receivable, the
provision for legal claims, the fair value of stock based awards, the fair value
of identifiable intangible assets acquired in business acquisitions and the
future cash flows used to estimate the fair value of reporting units for
goodwill impairment purposes. Actual results may differ from these estimates.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
accounting policies summarized below.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its subsidiary companies, all of which are wholly-owned. The results of
operations of subsidiaries acquired during the year are included from their
respective dates of acquisition.

Joint ventures and partnerships are accounted for on the proportionate
consolidation basis which results in the Company recording its pro rata share of
the assets, liabilities, revenues and expenses of each of the entities.

INVESTMENTS

Investments in associated companies over which the Company is able to exercise
significant influence, but not control, are accounted for using the equity
method, which reflects the Company's investment at original cost plus its share
of earnings (losses) net of dividends received.

Other investments are recorded at cost. When a loss in value of such investments
occurs that is other than temporary, the investment is written down to recognize
the loss.

FOREIGN CURRENCY TRANSLATION

Transactions denominated in a foreign currency and financial statements of
foreign subsidiaries (excluding United States-based subsidiaries) included in
the consolidated financial statements are translated as follows: monetary items
at the rate of exchange in effect at the balance sheet date;

<PAGE>

non-monetary items at historical exchange rates; and revenue and expense items
(except depreciation and amortization which are translated at historical
exchange rates) at the average exchange rate for the year. Any resulting gains
or losses are included in income in the year incurred.

Effective January 1, 2002, the Company's United States-based subsidiaries were
designated as self-sustaining operations due to a change in the financial and
operational independence of the operating subsidiaries. As a result, the foreign
currency translation method used for the financial statements of the
subsidiaries included in the consolidated financial statements was changed from
the temporal method, as described above for foreign subsidiaries excluding
United States based subsidiaries, to the current method. Under the current
method, assets and liabilities are translated at the rate of exchange in effect
at the balance sheet date, and revenue and expense items (including depreciation
and amortization) are translated at the average rate of exchange for the year.
The resulting exchange gains and losses are deferred and included as a separate
component of shareholders' equity in the cumulative translation account.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable, costs
and estimated earnings in excess of billings, accounts payable and accrued
liabilities and billings in excess of costs and estimated earnings approximate
their fair values because of the short-term maturity of those instruments. The
carrying amount of bank indebtedness approximates fair value because the
applicable interest rate is based on variable reference rates or is fixed for a
short term. The carrying values of other financial assets and financial
liabilities approximate fair values except as otherwise disclosed in the
financial statements.

CASH AND CASH EQUIVALENTS

Cash equivalents include all investments with initial maturities of three months
or less. Such investments are carried at the lower of cost or market value.

CREDIT RISK

Financial instruments that subject the Company to credit risk consist primarily
of cash, accounts receivable and costs and estimated earnings in excess of
billings. The Company maintains an allowance for estimated credit losses. The
Company provides services to diverse clients in various industries and sectors
of the economy and our credit risk is not concentrated in any particular client,
industry, economic or geographic sector.

EMPLOYEE BENEFIT PLANS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such contributions as an expense
in the period that the contributions are made. The Company does not provide post
employment or post retirement benefits.

REVENUE RECOGNITION

In the course of providing its services, the Company incurs certain direct costs
for subconsultants, and other expenditures that are recoverable directly from
clients. These direct costs are included in the Company's gross revenue. Since
such direct costs can vary significantly from contract to

<PAGE>

contract, changes in gross revenue may not be indicative of the Company's
revenue trends. Accordingly, the Company also reports net revenue, which is
gross revenue less subconsultant and other direct expenses.

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method, on a cost-to-cost basis. Contract
revenue is recognized on the ratio of contract costs incurred to total estimated
costs. Provisions for estimated losses on incomplete contracts are made in the
period in which the losses are determined. Revenue from time and material
contracts without stated ceilings and from short-term projects is recognized as
costs are incurred. Revenue is calculated based on billing rates for the
services performed. Costs and estimated earnings in excess of billings
represents work in progress recognized as revenue, but not yet invoiced to
clients. Billings in excess of costs and estimated earnings represents amounts
that have been invoiced to clients, but not yet recognized as revenue.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost less accumulated depreciation.
Depreciation is calculated at annual rates designed to write-off the costs of
the assets over their estimated useful lives as follows:

<TABLE>
<S>                                <C>         <C>
Engineering equipment              20% - 30%   declining balance
Business information system                    straight-line over 5 years
Office equipment                   20% - 30%   declining balance
Automotive equipment               30%         declining balance
Leasehold improvements                         straight-line over term of lease
                                                 plus one renewal period to a
                                                 maximum of 15 years
Buildings                           4% -  5%   declining balance
</TABLE>

GOODWILL AND INTANGIBLE ASSETS

The cost of intangible assets is amortized over the period in which the benefits
of such assets are expected to be realized, principally on a straight-line
basis. The Company's policy is to amortize client relationships with
determinable lives over periods ranging from 10 to 15 years. Contract backlog is
amortized over the estimated contractual lives, generally less than one year.
Other intangible assets include technology and non-compete agreements and are
being amortized over estimated lives of one to three years. Goodwill is not
amortized but is evaluated annually for impairment by comparing the fair value
of the reporting unit, determined on a discounted after tax cash flow basis, to
the carrying value. An impairment loss would be recognized if the carrying value
of the goodwill exceeds its fair value.

INCOME TAXES

The Company uses the liability method to account for income taxes. Under this
method, future income tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities,
and measured using the substantively enacted tax rates and laws that will be in
effect when the differences are expected to reverse.

NON-INTEREST BEARING DEBT

<PAGE>

Non-interest bearing debt is carried at its present value using discount rates
based on the bank prime rate prevailing at the time the debt was issued. The
discount is applied over the term of the debt and is charged to interest
expense.

STOCK BASED COMPENSATION AND OTHER STOCK BASED PAYMENTS

Effective January 1, 2002, the Company adopted the recommendations of the
Canadian Institute of Chartered Accountants for stock based compensation and
other stock based payments. As permitted by these recommendations, the Company
adopted the new standards prospectively for new awards granted on or after
January 1, 2002. In years prior to January 1, 2002, the Company recognized no
compensation expense when shares or stock options were issued.

The Company has one share option plan, which is more fully described in note 11,
and accounts for grants under the plan in accordance with the fair value based
method of accounting for stock-based compensation. Compensation expense for
stock options awarded under the plan is measured at the fair value at the grant
date using the Black-Scholes valuation model and is recognized over the vesting
period of the options granted.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the year. Diluted earnings per share is
computed using the treasury stock method, which assumes that the cash that would
be received on the exercise of options is applied to purchase shares at the
average price during the year and that the difference between the shares issued
upon exercise of the options and the number of shares obtainable under this
computation, on a weighted average basis, is added to the number of shares
outstanding. Antidilutive options are not considered in computing diluted
earnings per share.

2. PRIOR PERIOD ADJUSTMENT

During 2003, the Company determined, with the assistance of an independent
valuator, that intangible assets acquired in post June 30, 2001 acquisitions had
not been properly identified and valued in the purchase allocation. As a result,
a portion of goodwill for these acquisitions has been allocated to identifiable
intangible assets (contract backlog, client relationships, technology and
non-compete agreements). The adjustment has been made retroactively and results
in the following changes to previously reported financial information:

<TABLE>
<CAPTION>
                                                                    2002       2001
(in thousands of dollars)                                            $           $
- -------------------------                                         -------    --------
BALANCE SHEET:                                                    INCREASE (DECREASE)
<S>                                                               <C>        <C>
Goodwill                                                           (3,587)       (437)
Intangible assets                                                   4,817         709
Future income tax liabilities - current                               342          59
Future income tax liabilities - non-current                         1,553         224
Retained earnings, beginning of year                                  (11)
Retained earnings, end of year                                       (665)        (11)
                                                                    -----        ----
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                    2002       2001
(in thousands of dollars, except earnings per share amounts)         $          $
- ------------------------------------------------------------      -------    --------
STATEMENTS OF INCOME:                                             INCREASE (DECREASE)
<S>                                                               <C>        <C>
Amortization of intangible assets                                   1,079          18
Income before income taxes                                         (1,079)        (18)
Income taxes                                                         (425)         (7)
Net income for the year                                              (654)        (11)
Earnings per share - basic                                          (0.04)       0.00
Earnings per share - diluted                                        (0.04)      (0.01)
                                                                   ------       -----
</TABLE>

The effect of the adjustment for 2003 was to reduce income before income taxes
by $925,000, reduce income tax expense by $346,000 and reduce net income by
$579,000.

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of the acquisition in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, additional consideration may be payable based on future
performance parameters. As at December 31, 2003, the maximum contingent
consideration that may be payable in 2004 and future years is approximately
$1,168,000. Such additional consideration is recorded as additional goodwill in
the period in which confirmation of the consideration to be paid is known.

During 2003, the Company acquired the shares and businesses of APAI Architecture
Inc. and Mandalian Enterprises Limited (January 2, 2003) and of Ecological
Services Group Inc. (May 30, 2003) for consideration consisting of cash and
promissory notes and the net assets and businesses of Optimum Energy Management
Incorporated (October 31, 2003) and Inner Dimension Design Associates Inc.
(November 28, 2003) for cash consideration. The Company also paid additional
contingent consideration in connection with the Cosburn Patterson Mather Limited
(2002) acquisition and adjusted the purchase price on the Pentacore Group of
Companies (2001), English Harper Reta Architects (2002), Site Consultants, Inc.
(2002), Beak International Incorporated (2002), Geo Viro Engineering Ltd.
(2002), McCartan Consulting Ltd. (2002), and the RPA Group (2002) acquisitions
pursuant to price adjustment clauses included in the purchase agreements.

During 2002, the Company acquired the shares and businesses of McCartan
Consulting Ltd. (January 2, 2002); Webster & Simmonds Surveying Ltd. (February
14, 2002); Cosburn Patterson Mather Limited (February 26, 2002); GKO Engineering
(March 30, 2002); M.R.S.F.M. Holdings Ltd., operating as Graeme & Murray
Consultants Ltd., (April 12, 2002); GeoViro Engineering Ltd. (May 12, 2002);
English Harper Reta Architects (June 14, 2002); Site Consultants, Inc. (June 14,
2002); The RPA Group (July 19, 2002); and Beak International Incorporated
(October 25, 2002). The Company also paid additional contingent consideration in
connection with the DSAtlantic

Corporation (2000) acquisition and reduced the purchase price on the Eckhoff,
Watson and Preator Engineering, Inc. (2000) and The Pentacore Family Group of
Companies (2001) acquisitions pursuant to price adjustment clauses included in
the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired are as follows:

<PAGE>

<TABLE>
<CAPTION>
                                                                   2003       2002
(in thousands of dollars)                                            $          $
- -------------------------                                         -------    --------
<S>                                                               <C>        <C>
Cash consideration                                                  4,300      17,736
Share consideration                                                             3,712
Promissory notes                                                    3,375      17,356
                                                                  -------    --------
PURCHASE PRICE                                                      7,675      38,804
                                                                  =======    ========
ASSETS AND LIABILITIES ACQUIRED AT FAIR VALUES
Cash acquired (bank indebtedness assumed)                          (1,746)        327
Non-cash working capital                                            3,578      13,859
Property and equipment                                              1,337       3,498
Investments - other                                                    44
Goodwill                                                            3,848      24,533
Intangible assets                                                   1,344       5,187
Long-term debt                                                       (646)     (8,104)
Future income taxes                                                   (84)       (496)
                                                                  -------    --------
NET ASSETS ACQUIRED                                                 7,675      38,804
                                                                  =======    ========
</TABLE>

Of the goodwill, $3,816,000 (2002 - $24,533,000) is non-deductible for income
tax purposes. All of the goodwill is attributable to the Consulting Services
reportable segment [note 17].

4. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                     2003                     2002
                                            ---------------------   ------------------------
                                                     ACCUMULATED                ACCUMULATED
                                             COST    DEPRECIATION    COST       DEPRECIATION
(in thousands of dollars)                      $          $            $              $
- -----------------------------               ------   ------------   --------    ------------
<S>                                         <C>      <C>            <C>         <C>
Engineering equipment                       27,261      12,257       24,887         12,204
Business information system                  7,223         328          181
Office equipment                            17,654       6,017       16,620          4,983
Automotive equipment                         3,406       1,850        3,842          2,090
Leasehold improvements                       6,570       1,386        6,485          1,506
Buildings                                   27,191       1,553       20,131          1,535
Land                                         1,756                    1,919
                                            ------      ------       ------         ------
                                            91,061      23,391       74,065         22,318
                                            ------      ------       ------         ------
Net book value                                    67,670                     51,747
                                                  ======                     ======
</TABLE>

Included in buildings is a building under construction in the amount of
$8,942,000 (2002 - $248,000) on which depreciation has not started.

5. GOODWILL

<TABLE>
<CAPTION>
                                                                  2003              2002
(in thousands of dollars)                                          $                 $
- ---------------------------------------------------              ------            ------
<S>                                                              <C>               <C>
Goodwill, beginning of year, as originally reported              76,010            47,365
Prior period adjustment [note 2]                                 (3,587)             (437)
                                                                 ------            ------
Goodwill, beginning of year, as restated                         72,423            46,928
Current year acquisitions                                         5,047            22,877
Additional purchase price payments                                  925             1,546
Other purchase price adjustments                                 (2,124)              110
Disposition of subsidiary                                                            (529)
Impact of foreign exchange on goodwill balances                  (6,575)            1,491
                                                                 ------            ------
Goodwill, end of year                                            69,696            72,423
                                                                 ======            ======
</TABLE>

<PAGE>

6. INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                          2003                        2002
                                                          ----                        ----
                                                   GROSS                      GROSS
                                                 CARRYING   ACCUMULATED      CARRYING      ACCUMULATED
                                                  AMOUNT   AMORTIZATION       AMOUNT      AMORTIZATION
(in thousands of dollars)                           $           $                $             $
- -------------------------                        --------  ------------      --------     ------------
<S>                                              <C>       <C>               <C>          <C>
Client relationships                                5,626        691            4,979          272
Contract backlog                                      905        901              870          816
Other intangible assets                               266         93               66           10
                                                    -----      -----            -----        -----
                                                    6,797      1,685            5,915        1,098
                                                    -----      -----            -----        -----
Carrying amount                                           5,112          4,817
                                                          =====          =====
</TABLE>

7. BANK INDEBTEDNESS

The Company has a revolving credit facility in the amount of $20 million (for
the period October 15, 2003 through February 28, 2004 - $50 million) to support
general business operations. The facility matures on July 31, 2004 subject to
extension by the parties for a 364 day period. Depending on the form under which
the credit facility is accessed, rates of interest will vary between Canadian
prime, US base rate, LIBOR rate plus 125 basis points or bankers acceptance
rates plus 75 basis points. At December 31, 2003, the interest rate on
outstanding bank indebtedness under the credit facility was 4.5% and the balance
was $8,300,000. The credit facility agreement contains restrictive covenants
including but not limited to debt to earnings ratio, earnings to debt service
ratio, current assets to current liabilities ratio and a minimum shareholders'
equity. The Company is in compliance with all covenants under this agreement as
at December 31, 2003. All assets of the Company are held as collateral under a
general security agreement for the bank indebtedness and bank loan. [note 8]

Included in bank indebtedness at December 31, 2003 is $6,930,000 related to an
interim loan obtained to finance the construction of the Stantec Centre.
Interest, calculated daily at Canadian prime plus 0.25% (2003 - 4.75%), is
payable monthly. The loan is due on the earlier of the demand of the lender, 180
days from substantial completion of the project, or December 31, 2004. The loan
is supported by a general security agreement and a second mortgage.

8. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                 2003            2002
(in thousands of dollars)                         $                $
- -------------------------                       ------          ------
<S>                                             <C>             <C>
Non-interest bearing note payable                  102              93
Other non-interest bearing notes payable        14,436          24,279
Bank loan                                       19,186          26,310
Mortgages payable                               10,609          10,991
Other                                              242             583
                                                ------          ------
                                                44,575          62,256
Less current portion                            13,416          20,526
                                                ------          ------
                                                31,159          41,730
                                                ======          ======
</TABLE>

<PAGE>

The non-interest bearing note payable is due November 1, 2027 in the amount of
$933,000. The notes carrying value of $102,000 is determined applying a discount
rate of 9.75%. If the non-interest bearing note payable was discounted at
interest rates in effect at December 31, 2003, the fair value of the note would
have been $124,000 (2002 - $133,000).

The carrying value of the other non-interest bearing notes payable have been
calculated utilizing a weighted average rate of interest of 6.32%. The notes are
due at various times from 2004 to 2008. The notes aggregate maturity value is
$15,132,000 (2002 - $24,705,000). $206,000 (2002 -$5,786,000) of the notes
carrying value are payable in US funds (US $158,000; 2002 - US $3,668,000). The
carrying value approximates the fair value of these notes based on interest
rates in effect at December 31, 2003.

The bank loan is due in equal quarterly payments of US$918,000 (or Cdn$
equivalent) plus accrued interest to October 1, 2007 and bears interest at LIBOR
or bankers acceptance rates plus 125 to 165 basis points. The actual rate is
dependent upon certain ratio calculations determined on a quarterly basis. The
interest rate applicable at December 31, 2003 was 3.71% (2002 - 3.94%).
$5,186,000 (2002 - $6,310,000) of the bank loan is denominated in US dollars (US
$4,000,000; 2002 - US $4,000,000). Collateral and restrictive covenants for the
bank loan are described in note 7.

The mortgages payable bear interest at a weighted average rate of 7.65%, are due
in 2005 and 2006 and are supported by first mortgages against land and
buildings. Monthly payments are approximately $95,850.

Other long-term debt bears interest at a weighted average rate of 6.78% and has
due dates ranging from 2004 to 2006. No assets are pledged in support of this
debt.

Principal repayments required on long-term debt in each of the next five years
and thereafter are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                $
- -------------------------              ------
<S>                                    <C>
       2004                            13,416
       2005                            10,466
       2006                             6,181
       2007                             5,246
       2008                               419
       Thereafter                       8,847
                                       ------
                                       44,575
                                       ======
</TABLE>

In 2003, interest of $2,681,000 (2002 - $2,648,000) was incurred on the
long-term debt.

At December 31, 2003, the Company has issued letters of credit totaling
$105,000.

9. COMMITMENTS

Commitments for annual basic premises rent under long-term leases, and equipment
and vehicle operating leases, for the next five years are as follows: 2004 -
$19,038,000; 2005 - $16,866,000; 2006 - $15,679,000; 2007 - $14,348,000; 2008 -
$10,173,000 and thereafter - $34,930,000.

10. CONTINGENCIES

<PAGE>

In the normal conduct of operations, various legal claims are pending against
the Company alleging, among other things, breaches of contract or negligence in
connection with the performance of consulting services. The Company carries
professional liability insurance, subject to certain deductibles and policy
limits, against such claims. In some cases, parties are seeking damages that
substantially exceed the Company's insurance coverage. Based on advice and
information provided by legal counsel, and the Company's previous experience
with the settlement of similar claims, management believes that the Company has
recognized adequate provisions for probable and reasonably estimable liabilities
associated with these claims, and that their ultimate resolutions will not
materially exceed insurance coverages or have a material adverse effect on the
consolidated financial position or annual results of operations.

11. SHARE CAPITAL

AUTHORIZED
Unlimited  Common shares
Unlimited  Preferred shares issuable in series

COMMON SHARES ISSUED AND OUTSTANDING

<TABLE>
<CAPTION>
                                                    2003                                   2002
                                                    ----                                   ----
(in thousands of dollars)                       # OF SHARES       $              # OF SHARES         $
- -------------------------                       -----------     ------           -----------       ------
<S>                                             <C>             <C>              <C>               <C>
BALANCE, BEGINNING OF THE YEAR                   18,282,720     83,973           16,846,340        61,555
Share options exercised                             119,264        651               29,300           148
Shares repurchased under normal
   course issuer bid                                (74,700)      (343)             (54,600)         (235)
Shares issued on acquisitions                                                       261,680         3,712
Shares issued under public offering,
   net of share issue costs                                                       1,200,000        18,793
                                                 ----------     ------           ----------        ------
BALANCE, END OF THE YEAR                         18,327,284     84,281           18,282,720        83,973
                                                 ==========     ======           ==========        ======
</TABLE>

On May 2, 2002, the shareholders approved the subdivision of the Company's
common shares on a two-for-one basis (a "stock split"). The stock split was
effective for registered common shareholders at the close of business on May 15,
2002. All references to common shares, per share amounts, and stock-based
compensation plans in these consolidated financial statements have been restated
to reflect the stock split on a retroactive basis.

During 2003, 74,700 common shares (2002 - 54,600) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$1,392,000 (2002 - $880,000). Of this, $343,000 (2002 - $235,000) and $5,000
(2002 - $3,000) reduced the share capital and contributed surplus accounts,
respectively, with $1,044,000 (2002 - $642,000) being charged to retained
earnings.

During 2002, 1,200,000 common shares were issued for cash consideration of
$19,500,000 less share issue costs of $1,164,000 less a future tax recovery of
$457,000.

SHARE OPTIONS
<PAGE>

Under the Company's share option plan, options to purchase common shares may be
granted by the Board of Directors to directors, officers and employees. Options
are granted at exercise prices equal to or greater than fair market value at the
issue date, generally vest evenly over a three year period and have contractual
lives that range from five to ten years. The aggregate number of common shares
reserved for issuance and which may be purchased upon the exercise of options
granted pursuant to the plan shall not exceed 1,689,174 common shares. At
December 31, 2003, 210,074 options are available for issue.

The Company has granted share options to directors, officers and employees to
purchase 1,479,100 shares at prices between $3.38 and $27.10 per share. These
options expire on dates between March 30, 2004 and January 2, 2013.

<TABLE>
<CAPTION>
                                              2003                            2002
                                 -----------------------------   -----------------------------
                                              WEIGHTED AVERAGE                WEIGHTED AVERAGE
                                               EXERCISE PRICE                  EXERCISE PRICE
                                   SHARES             $           SHARES              $
                                 ----------   ----------------   ----------   ----------------
<S>                              <C>          <C>                <C>          <C>
SHARE OPTIONS, BEGINNING OF
   THE YEAR                      1,296,200          6.09         1,188,500          5.10
Granted                            307,500         21.29           137,000         14.50
Exercised                         (119,264)         5.46           (29,300)         5.04
Cancelled                           (5,336)        12.62
                                 ---------         -----         ---------         -----
SHARE OPTIONS, END OF THE YEAR   1,479,100          9.28         1,296,200          6.09
                                 =========         =====         =========         =====
</TABLE>

The Company has issued options to directors, officers and employees at December
31, 2003 as follows:

<TABLE>
<CAPTION>
                                OPTIONS OUTSTANDING     OPTIONS EXERCISABLE
                              ----------------------   ----------------------
                                WEIGHTED
                                AVERAGE     WEIGHTED                 WEIGHTED
  RANGE OF                     REMAINING    AVERAGE                  AVERAGE
  EXERCISE                    CONTRACTUAL   EXERCISE      SHARES     EXERCISE
   PRICES       OUTSTANDING     LIFE IN      PRICE     EXERCISABLE     PRICE
     $               #           YEARS          $           #           $
- -------------   -----------   -----------   --------   -----------   --------
<S>             <C>           <C>           <C>        <C>           <C>
 3.38 -  3.60      485,500        2.7         3.55        485,500      3.55
 5.20 -  7.50      555,700        1.3         6.41        555,700      6.41
14.50 - 18.85      190,400        8.8        15.44         43,467     14.50
21.00 - 27.10      247,500        7.6        22.22
- -------------    ---------        ---        -----      ---------     -----
 3.38 - 27.10    1,479,100        3.4         9.28      1,084,667      5.46
=============    =========        ===        =====      =========     =====
</TABLE>

The fair value of options granted subsequent to January 1, 2002, is determined
at the date of grant using the Black-Scholes option-pricing model. The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

<PAGE>

The estimated fair value of options granted, both at the share market price on
the grant date and in excess of the share market price on the grant date, was
determined using the following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                            2003                   2002
                                            --------------------------------    ---------
                                             Granted           Granted           Granted
                                            at market    in excess of market    at market
                                            ---------    -------------------    ---------
<S>                                         <C>          <C>                    <C>
Risk-free interest rate (%)                   4.42               5.04              4.35
Expected hold period to exercise (years)       6.1                9.1               6.0
Volatility in the price of the Company's
   shares (%)                                 28.2               28.5              17.5
Dividend yield                                 0.0                0.0               0.0
Weighted average fair value per option        6.61               6.04              4.19
</TABLE>

A share-based compensation expense of $600,000 has been recognized in 2003
($45,000 - 2002).

12. CUMULATIVE TRANSLATION ACCOUNT

The foreign currency cumulative translation account represents the unrealized
gain or loss on the Company's net investment in self-sustaining United States
based operations. The change in the cumulative translation account during the
year relates to the fluctuation in the value of the Canadian dollar relative to
the US dollar. Balance sheet accounts denominated in US dollars have been
translated to Canadian dollars at the rate of 1.2965 (2002 - 1.5776).

13. INCOME TAXES

The effective income tax rate in the consolidated statements of income differs
from the statutory Canadian tax rates as a result of the following:

<TABLE>
<CAPTION>
                                                         2003     2002
                                                           %       %
                                                         ----     ----
<S>                                                      <C>      <C>
Income tax expense at statutory Canadian rates           36.8     39.3
Increase (decrease) resulting from:
   Loss (income) from associated companies accounted
     for on the equity basis                             (0.6)    (0.3)
   Rate differential on foreign income                    0.6     (0.1)
   Non-deductible expenses:
     Meals and entertainment                              1.4      1.8
     Stock compensation                                   0.6
   Non-taxable foreign income net of non-creditable
     withholding taxes                                   (1.6)    (2.4)
   Other                                                 (0.5)     0.7
                                                         ----     ----
                                                         36.7     39.0
                                                         ====     ====
</TABLE>

Significant components of the Company's future income tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                       2003     2002
(in thousands of dollars)                               $        $
- -------------------------                             -----    -----
<S>                                                   <C>      <C>
FUTURE INCOME TAX ASSETS
Differences in timing of deductibility of expenses    6,060    8,035
Loss carryforwards                                    2,051    1,932
</TABLE>

<PAGE>

<TABLE>
<S>                                                               <C>      <C>
Share issue and other financing costs                               431       639
Tax cost of property and equipment in excess of carrying value      645       498
Other                                                               224     1,112
                                                                  -----    ------
                                                                  9,411    12,216
                                                                  =====    ======
</TABLE>

<TABLE>
<CAPTION>
                                                                  2003     2002
(in thousands of dollars)                                           $        $
- -------------------------                                        ------   ------
<S>                                                              <C>      <C>
FUTURE INCOME TAX LIABILITIES
Cash to accrual adjustments on acquisition of US subsidiaries       508    2,108
Differences in timing of taxability of revenues                   9,955    6,590
Carrying value of property and equipment in excess of tax cost    2,970    1,832
Carrying value of intangible assets in excess of tax cost         1,996    1,895
Other                                                             1,755    2,775
                                                                 ------   ------
                                                                 17,184   15,200
                                                                 ======   ======
</TABLE>

In addition, the Company has loss carryforwards of approximately $1,249,000
available to reduce taxable income of certain US subsidiaries that expire at
varying times over the next twenty years.

The potential income tax benefits which will result from the application of the
Canadian and US tax losses have been recognized in these financial statements.

14. EARNINGS PER SHARE

The number of basic and diluted common shares outstanding, as calculated on a
weighted-average basis, is as follows:

At December 31, 2003, loss carryforwards of approximately $4,052,000 are
available to reduce taxable income of certain Canadian subsidiaries. These
losses expire as set out below:

<TABLE>
<CAPTION>
(in thousands of dollars)         $
- -------------------------       -----
<S>                             <C>
          2006                    180
          2007                    325
          2008                  1,778
          2009                    193
          2010                  1,576
                                -----
                                4,052
                                =====
</TABLE>

<TABLE>
<CAPTION>
                                                                             2003          2002
                                                                               #             #
                                                                          ----------    ----------
<S>                                                                       <C>           <C>
BASIC SHARES OUTSTANDING                                                  18,329,960    17,987,358
Share options (dilutive effect of 1,419,100 options; 2002 - 1,296,200)       788,056       812,126
                                                                          ----------    ----------
DILUTED SHARES OUTSTANDING                                                19,118,016    18,799,484
                                                                          ==========    ==========
</TABLE>

15. CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Cash flows from operating activities determined by the indirect method are as
follows:

<PAGE>

<TABLE>
<CAPTION>
                                                                       2003       2002
(in thousands of dollars)                                                $          $
- -------------------------                                            --------    -------
<S>                                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year                                               25,070     20,192
Add (deduct) items not affecting cash:
   Depreciation of property and equipment                              9,912      9,502
   Amortization of intangible assets                                     925      1,079
   Future income tax                                                   4,508        (46)
   Loss on dispositions of investments and property and equipment         57         89
   Share-based compensation expense                                      600         45
   Share of income from equity investments                              (580)      (355)
Dividends from equity investments                                                   175
                                                                     -------     ------
                                                                      40,492     30,681
                                                                     -------     ------
Change in non-cash working capital accounts:
   Accounts receivable                                                (1,252)     8,174
   Costs and estimated earnings in excess of billings                (35,239)    (4,673)
   Prepaid expenses                                                      113         29
   Accounts payable and accrued liabilities                           14,050      4,576
   Billings in excess of costs and estimated earnings                  4,951     (2,147)
   Income taxes payable/recoverable                                   (6,222)      (531)
                                                                     -------     ------
                                                                     (23,599)     5,428
                                                                     -------     ------
CASH FLOWS FROM OPERATING ACTIVITIES                                  16,893     36,109
                                                                     =======     ======
</TABLE>

16. JOINT VENTURES

The Company participates in joint ventures with other parties as follows:

<TABLE>
<CAPTION>
                                                 PERCENTAGE OWNED
                                                 2003        2002
                                                   %           %
                                                 ----        ----
<S>                                              <C>         <C>
yyC.T. Joint Venture                              20          20
Lockerbie Stanley Inc.                                        50
Stantec - S&L Partnership                         50          50
Colt Stantec Joint Venture                        50          50
Edmonton International Airports Joint Venture     33
Pine Creek Consultants Joint Venture              33
</TABLE>

Effective December 31, 2003, the Company has an agreement in principle to sell
its 50% interest in Lockerbie Stanley Inc. for proceeds equal to the net book
value at December 31, 2003. The net assets of $312,000 have been reclassified as
assets held for sale and included in accounts receivable as the collection of
the proceeds is expected within the next year. No gain or loss for accounting or
tax purposes arises on the disposition of this interest and the net loss from
the operations recognized in the accounts for 2003 was $ 78,000.

A summary of the assets, liabilities, revenues, expenses and cash flows included
in the consolidated financial statements related to the joint ventures is as
follows:

STATEMENTS OF INCOME:

<TABLE>
<CAPTION>
                                            2003      2002
(in thousands of dollars)                    $         $
- -------------------------                  ------    ------
<S>                                        <C>       <C>
Gross revenue                              11,949    11,174
Subconsultant and other direct expenses     9,611    12,529
Administrative and marketing expenses         776       277
                                           ------    ------
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>        <C>
Net income for the year                      1,562      (1,632)
                                             =====      ======

BALANCE SHEETS:
Current assets                               1,547       4,374
                                             =====      ======

Current liabilities                          1,583       5,516
                                             =====      ======

STATEMENTS OF CASH FLOWS:
Cash flows used in operating activities        (86)       (425)
                                             =====      ======
</TABLE>

17. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. During 2003, the
Company had seven operating segments of which five have been aggregated into the
Consulting Services reportable segment. The two other operating segments that
are below the quantitative thresholds in the recommendations of the Canadian
Institute of Chartered Accountants are disclosed in the Other reportable
segment. Operating segments of the Company are defined as components of the
Company for which separate financial information is available that is evaluated
regularly by the chief operating decision maker in allocating resources and
assessing performance. The chief operating decision maker is the Chief Executive
Officer of the Company.

In addition to the above noted operating segments, corporate administration
groups also report to the CEO. Where practicable, the Company allocates these
expenses to the operating segments, primarily as a percentage of net revenues.
Certain corporate-level operating expenses are not allocated to operating
segments. The Company does not allocate net interest expense, foreign exchange
gains or losses, income from associated companies or income taxes to its
operating segments.

REPORTABLE SEGMENTS

<TABLE>
<CAPTION>
                                                         2003
                                           ------------------------------
                                           CONSULTING
                                            SERVICES     OTHER     TOTAL
(in thousands of dollars)                       $          $         $
- -------------------------                  ----------   -------   -------
<S>                                        <C>          <C>       <C>
Gross revenue                               455,466      4,476    459,942
Net revenue                                 390,252      1,144    391,396
Depreciation of property and equipment        8,140      1,772      9,912
Amortization of intangible assets               925        925
Operating income                             42,789       (489)    42,300
Segment assets                              291,432     35,143    326,575
Expenditures for property and equipment,
   goodwill and intangible assets            33,337      1,465     34,802
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                         2002
                                           -----------------------------
                                           CONSULTING
                                            SERVICES     OTHER    TOTAL
(in thousands of dollars)                       $          $        $
- -------------------------                  ----------   ------   -------
<S>                                        <C>          <C>      <C>
Gross revenue                               423,884      4,572   428,456
Net revenue                                 363,449      1,699   365,148
Depreciation of property and equipment        8,283      1,219     9,502
Amortization of intangible assets             1,079                1,079
Operating income                             30,671      4,772    35,443
Segment assets                              245,192     53,809   299,001
Expenditures for property and equipment,
   goodwill and intangible assets            48,625      1,669    50,294
</TABLE>

GEOGRAPHIC INFORMATION

<TABLE>
<CAPTION>
                                      2003
                            -----------------------
                                       PROPERTY AND
                                        EQUIPMENT,
                                       GOODWILL AND
                              GROSS     INTANGIBLE
                            REVENUES      ASSETS
(in thousands of dollars)      $             $
- -------------------------   --------   ------------
<S>                         <C>        <C>
Canada                       290,413     104,088
United States                161,655      37,815
International                  7,874         575
                             -------     -------
                             459,942     142,478
                             =======     =======
</TABLE>

<TABLE>
<CAPTION>
                                         2002
                            ----------------------------
                                          PROPERTY AND
                                           EQUIPMENT,
                             GROSS       GOODWILL AND
                            REVENUES   INTANGIBLE ASSETS
(in thousands of dollars)      $               $
- -------------------------   --------   -----------------
<S>                         <C>        <C>
Canada                      238,774          76,882
United States               180,296          51,509
International                 9,386             596
                            -------         -------
                            428,456         128,987
                            =======         =======
</TABLE>

Gross revenue is attributed to countries based on the location of work
performed.

CUSTOMERS

The Company has a large number of clients in various industries and sectors of
the economy. Gross and net revenue is not concentrated in any particular client.

18. SUBSEQUENT EVENTS

Subsequent to the year-end, the Company has entered into an agreement, subject
to the approval of the vendor's shareholders and regulatory approval, to acquire
the shares and businesses of The Sear-Brown Group, Inc.

19. COMPARATIVE FIGURES

<PAGE>

Certain comparative figures have been reclassified to conform to the
presentation adopted for the current year.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis, dated February 20, 2004, of Stantec's operations
and financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. The Company cautions readers
that, by their nature, forward-looking statements involve risk and
uncertainties, and that the Company's actual actions or results may differ
materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. The Company refers to and uses
the terms "net revenue" and "gross margin" throughout our analysis, and the
definitions of these terms are provided within the Results section of this
Management's Discussion and Analysis.

VISION, CORE BUSINESS, AND STRATEGY

Stantec provides professional services in infrastructure and facilities. Through
comprehensive service delivery in planning, engineering, architecture, interior
design, landscape architecture, surveying and geomatics, environmental sciences,
and project economics, we support clients through the entire life cycle of a
project -- from the initial concept and financial feasibility phases to project
completion and beyond.

Our current Company goal is to become one of the top 10 global design and
professional services firms with $1 billion in annual revenue and 10,000
employees by the year 2008. To achieve this objective, we will continue to
deliver professional services in the infrastructure and facilities market and to
follow an orderly growth plan. We are confident that we can reach our goal
because the market for our services is very large, exceeding $50 billion in
annual sales, and we have an organization of dedicated people who give us our
competitive advantage -- the ability to execute a proven operating strategy
through a focused, sustainable business model. Our three-dimensional model --
built on geographic diversification, practice area specialization, and provision
of services in all five phases of the project life cycle -- allows us to manage
risk while pursuing our objective of continued revenue and earnings growth.

GEOGRAPHIC DIVERSIFICATION

Currently, our principal geographic reach includes four economic regions in
Canada and the US as well as a project presence in the Caribbean and other
selected international locations. Our strategy for geographic diversification
has two components. The first is to grow our existing regional operations
through expansion of our services portfolio, particularly in areas where we have
not yet reached a mature market presence. We aim to achieve a minimum market
penetration of $10 million in gross revenue per one million population.
Secondly, our strategy includes expansion outside our existing regions
principally focused on the US and Canada. (We expect that our International
operation will generate less than 10% of our gross revenue through 2008.)
Geographic expansion is expected to occur primarily through opportunities to
acquire firms that meet our integration criteria and to a lesser extent through
organic growth.

PRACTICE AREA SPECIALIZATION

Practice area specialization and diversity are achieved by providing services in
16 distinct professional services practice areas that can generally be grouped
into five key market segments -- Buildings, Environment, Industrial,
Transportation, and Urban Land. These specialized project services assist in
differentiating us from our competitors, allowing us to

<PAGE>

enhance our presence in new geographic regions and markets and establish and
maintain client relationships. Our strategy for strengthening this part of our
model is to increase the depth of our expertise in our current practice areas
and to selectively add complementary practice areas.

LIFE CYCLE SOLUTIONS

The third element of our business model is the provision of professional
services in all five phases of the project life cycle -- planning, design,
construction, maintenance, and decommissioning. This inclusive approach allows
us to supply services during periods of strong new capital project activity
(design and construction) as well as periods of lower new project capital
expenditures (maintenance and rehabilitation). Beginning with the planning and
design stages, we provide conceptual and detailed design services, conduct
feasibility studies, and prepare plans and specifications. During the
construction phase, we generally act as the owners' representative, providing
project management, surveying, and resident engineering services. We focus
exclusively on fee-for-service type work, and we do not, except in rare
circumstances, act as the contractor or take on construction risk. Beyond
project completion, during the maintenance phase, we supply ongoing services for
maintenance and rehabilitation in areas such as facilities and infrastructure
management, facilities operations, and performance engineering. Finally, we
provide decommissioning solutions for taking facilities out of active service.

Through the combined resources of our staff, we are able to undertake
infrastructure and facilities projects of any size for both public and private
sector clients. Currently, the majority of our projects are considered small to
midsized projects that have a capital value of less than $100 million and
potential project fees for Stantec of less than $10 million. These types of
projects represent the largest share of the infrastructure and facilities
market. This project mix continues to ensure that we do not rely on a few large,
single projects for our revenue and that no single client or project accounts
for more than 5% of our overall business.

KEY PERFORMANCE DRIVERS

At Stantec our success depends on our ability to attract and retain qualified
people; maximize market opportunities; find, acquire, and integrate firms and/or
new employees into our operations; finance our growth; and achieve a top-three
market penetration in the geographic areas we serve. In 2003 we focused on
strengthening these performance drivers and on building our organization,
people, and systems for future growth. Based on our performance in these areas,
we believe we are well positioned to continue to be a top-three provider of
professional services to the infrastructure and facilities industry in the
geographic areas we serve.

PEOPLE

The most important driver of Stantec's performance is our people. Our people are
our most valuable resource because their combined knowledge forms the basis of
the project solutions we deliver to clients. To reach our goal of becoming one
of the top 10 global design firms, we are growing our workforce through a
combination of internal hiring and acquisitions. We measure our performance in
this area by total staff numbers. In 2003 our staff increased 6.5% to
approximately 3,700 from 3,500 in 2002. Currently, our workforce is made up of
about 1,850 professionals, 1,300 technical staff, and 550 support personnel.
Employee numbers are expected to continue to grow in 2004 and beyond as we
pursue our vision.

To attract and retain qualified employees, Stantec offers opportunities to be
part of a multidiscipline team working on challenging projects with some of the
best people in our industry. In 2003 we launched an "employer of choice"
initiative that will focus on strengthening our people-oriented culture. Our
plan is to continue to benchmark and maintain a competitive compensation and
benefits program, emphasize teamwork, and provide opportunities for professional
development and enhancement. During the year, we introduced a number of learning
programs, including an on-line Stantec orientation process and training in
project and financial management and in our new business enterprise system.
These programs are part of our TIE initiative -- our commitment to having among
the best-Trained, best-Informed, and best-Equipped employees in

<PAGE>

our industry. We also implemented a revised performance development review
process that addresses personal and career growth plans, training, and
mentoring.

Because of our "diversified portfolio" approach to business -- operating in
different regions and practice areas -- we are generally able to redeploy a
portion of our workforce in response to changes in local, regional, or national
economies or practice area demand. At present, we see no constraints on the
general availability of qualified staff for our operations. Although there will
always be some areas where it will be difficult to find appropriate staff during
certain periods, as we increase in size we are better able to address these
issues as we become more capable of using staff from other parts of the Company,
either through temporary relocation or work allocation. We are continually
improving our capability to work on projects from multiple office locations
through Web-based technology.

INDUSTRY ENVIRONMENT/MARKET OPPORTUNITIES

Another key driver of Stantec's success is our ability to maximize market
opportunities for growth. We recognize that growth is necessary in order to
enhance the depth and breadth of our expertise, broaden our service provision,
increase our shareholder value, provide expanded opportunities for our
employees, and support our information technology systems. Over the last 10
years, we have integrated a total of approximately 2,800 employees into our
operations through a combination of direct hiring and acquisitions. We are
confident that we can continue to capitalize on acquisition opportunities
because we are operating in an industry sector that includes more than 100,000
firms and is estimated to generate over US$50 billion in revenue in North
America every year, of which we currently have less than a 1% market share.
(According to the Engineering News Record, the largest 500 engineering and
architecture companies in the US generated over US$50billion in fees in 2002.)
Our strategy for increasing this percentage is to combine internal growth with
the acquisition of small to midsize firms that believe in our vision and want to
be part of our growing Company.

In 2003 we completed four acquisitions in our two Canadian regions, adding
approximately 225 employees to our operations. Our focus for the year, however,
was the integration of the 10 firms and approximately 550 employees acquired by
Stantec in 2002. The integration of acquired companies begins immediately
following the acquisition closing date and may take between six months and three
years. We integrate new colleagues into our Company-wide information technology
and financial management systems as well as provide "back office" support
services through our corporate office, allowing our new colleagues to focus on
client service delivery.

Stantec's acquisition program is managed by an acquisition team dedicated to
supporting the Company's growth objectives. The team is responsible for
identifying and pricing acquisition candidates, undertaking and coordinating due
diligence, negotiating and closing transactions, and assisting with the
integration of employees and systems.

FINANCING

Stantec's success is also dependent on our continuing ability to finance our
growth. Adequate financing gives us the flexibility to make appropriate
investments in our future. Over the past 10 years, Stantec has grown at a
compound annual rate of 20%. To fund this growth, the Company requires cash
generated from both internal and external sources. Historically, we have
completed acquisitions using mostly cash and notes, with very little use of the
Company's shares.

We have sought additional equity financing at times when our growth has outpaced
our ability to generate cash inside the Company for maintaining our internal
debt to equity guidelines. Our practice is to raise additional equity to
replenish our cash reserves, pay down debt, or strengthen the Company's balance
sheet. To date we have issued additional shares for these purposes on three
occasions -- in 1997, 2000, and 2002.

MARKET PENETRATION

<PAGE>

Also key to Stantec's success is achieving a certain level of market penetration
in the geographic areas we serve. Our goal is to be among the top three service
providers in our geographic regions and practice areas. With this level of
market presence we are less likely to be affected by downturns in regional
economies. Top-three positioning also gives us increased opportunities to work
for the best clients, obtain the best projects, and attract the best employees
in a region, and is important for building or maintaining the critical mass of
staff needed to generate consistent performance and support regional
infrastructure.

RESULTS

OVERVIEW OF 2003

The following table summarizes some of the Company's key information:

SELECTED ANNUAL INFORMATION

(in millions of dollars, except per share and share amounts)

(prepared in accordance with Canadian GAAP)

<TABLE>
<CAPTION>
                                                            2003            2002            2001
                                                         ----------      ----------      ----------
                                                                         (restated)      (restated)
<S>                                                      <C>             <C>             <C>
Gross revenue                                                 459.9           428.5           356.9
Net income                                                     25.1            20.2            15.4
Earnings per share - basic                                     1.37            1.12            0.92
Earnings per share - diluted                                   1.31            1.07            0.88
Cash dividends declared per Common Share                     Nil             Nil             Nil
Total assets                                                  326.6           299.0           217.5
Total long-term debt                                           44.6            62.3            24.8
Outstanding common shares - as at December 31, 2003      18,327,284      18,282,720      16,846,340
Outstanding common shares - as at February 20, 2004      18,333,184
</TABLE>

The information reflected above is impacted by the following items:

      1.    Prior period adjustment -- During 2003, the Company determined, with
            the assistance of outside valuators that the intangible assets
            acquired in acquisitions completed subsequent to July 1, 2001, had
            not been appropriately reflected in the allocation of the purchase
            price. As a result, a portion of our goodwill for post July 1, 2001,
            acquisitions has been allocated to identifiable intangible assets
            (i.e., contract backlog and client relationships) and charged to
            earnings over the estimated useful lives of these intangible assets
            on a straight-line basis. For contract backlog, the amortization
            period ranges from six to 12 months, and for client relationships,
            the amortization period ranges from 10 to 15 years. The impact of
            this change is more fully described in note 2 to the consolidated
            financial statements.

      2.    The Company completed four acquisitions in 2003, 10 in 2002, and six
            in 2001. Each of these acquisitions will impact the level of the
            gross revenue earned in the year of acquisition and going forward as
            further explained in the Results of Operations section below.

      3.    Effective January 1, 2002, as disclosed in note 1 to the
            consolidated financial statements, the Company changed the
            designation of its US-based subsidiaries to self-sustaining,
            resulting in a change in the method of translation from the temporal
            method to the current rate method. This change results in the impact
            of foreign currency fluctuations on our US-based subsidiary
            operations being charged to a separate component of shareholders'
            equity in our cumulative translation account. Prior to 2002, the
            impact of foreign currency fluctuations was reflected through our
            income statement. The Company continues to reflect foreign currency
            gains and losses through the income statement for foreign currency
            denominated transactions that occur in our Canadian operations.

      4.    Also effective January 1, 2002, the Company adopted the
            recommendations of the Canadian Institute of Chartered Accountants
            for stock-based compensation and other

<PAGE>

            stock-based payments on a prospective basis. In 2002, $45,000 was
            expensed as stock-based compensation while $600,000 was expensed in
            2003.

HIGHLIGHTS FOR 2003

      -     The results our Company achieved in 2003 were within the expected
            range we set out in our 2002 Management's Discussion and Analysis as
            follows:

<TABLE>
<CAPTION>
MEASURE                                           EXPECTED RANGE       RESULT ACHIEVED
- -------                                        --------------------    ---------------
<S>                                            <C>                     <C>
Debt to equity ratio - Note 1                  At or below 0.5 to 1         0.34
Return on equity - Note 2                        At or above 14%            16.3%
Net income as % of net revenue                    At or above 5%             6.4%
Gross margin as % of net revenue                Between 52 and 54%          53.1%
Administrative expenses as % of net revenue     Between 40 and 42%          39.5%
Effective tax rate                             Between 37.5 and 38%         36.7%
</TABLE>

Note 1 - Debt to equity ratio is calculated as long-term debt plus current
portion of long-term debt plus bank indebtedness less cash, divided by
shareholders' equity.

Note 2 - Return on equity is calculated as net income for the year divided by
average shareholders' equity at the end of the last five quarters.

      -     New business information system -- In 2002 the Company initiated the
            planning and development of a new business enterprise system for
            managing our projects, financial information, human resources, and
            business intelligence. This initiative continued into 2003, and we
            marked the implementation date of the system at the beginning of the
            last quarter. The implementation of this initiative has had a
            significant impact on our Company's resources -- both in terms of
            people and our financial resources. Adjusting to the breadth of the
            new system created a significant learning curve. One of the
            short-term impacts was an increase in the time required to prepare
            invoices to send to clients. As a result, we experienced an increase
            in costs and estimated earnings in excess of billings during the
            fourth quarter of 2003. Because this impact was expected, we
            negotiated a temporary increase in our revolving credit facility, as
            disclosed in note 7 to the consolidated financial statements.

      -     Growth by acquisition -- In addition to the four acquisitions
            completed in 2003, subsequent to the year-end, we entered into an
            agreement, subject to the approval of the vendor's shareholders and
            regulatory approval, to acquire The Sear-Brown Group, Inc., a New
            York-based firm with approximately 500 employees. This acquisition,
            if completed, will be our largest acquisition to date.

      -     Earnings per share -- Our basic earnings per share increased 22.3%
            to $1.37 from $1.12 in 2003.

      -     Divestitures -- During 2003, Teshmont Consultants Inc., a 50% equity
            accounted investment disposed of a portion of its business. In
            addition, effective December 31, 2003, the Company reached an
            agreement in principle to dispose of its 50% share in Lockerbie
            Stanley Inc.

RESULTS OF OPERATIONS

Our Company provides knowledge-based solutions to infrastructure and facilities
projects through value-added professional services principally under
fee-for-service agreements with clients. In the course of providing services, we
incur certain direct costs for subconsultants, equipment, and other expenditures
that are recoverable directly from our clients. These direct costs are included
in our gross revenue. Since such direct costs can vary significantly from
contract to contract, changes in gross revenue may not be indicative of our
revenue trends. Accordingly, we also report net revenue, which is gross revenue
less subconsultant and other direct expenses, and analyze our results in
relation to net revenue rather than gross revenue.

We recognize that the most significant portion of our business is reflected in
our consulting services reporting unit as defined and disclosed in the notes to
our consolidated financial statements. The other operating segments, on a
combined basis, are not material to the

<PAGE>

operations of the Company. As a result, we analyze and review the results of our
operations on a consolidated basis.

The following table summarizes Stantec's key operating results on a percentage
of net revenue basis and the percentage increase in the dollar amount of these
results from year to year:

<TABLE>
<CAPTION>
                                                     PERCENTAGE OF NET REVENUE     PERCENTAGE INCREASE
                                                   -----------------------------   --------------------
                                                    2003       2002       2001      2003 VS    2002  VS
                                                             RESTATED   RESTATED    2002       2001
                                                   -------   --------   --------   --------   ---------
<S>                                                <C>       <C>        <C>        <C>        <C>
GROSS REVENUE                                      117.5%     117.3%     119.5%      7.3%       20.0%
NET REVENUE                                        100.0%     100.0%     100.0%      7.2%       22.2%
Direct payroll costs                                46.9%      47.6%      46.5%      5.7%       24.9%
GROSS MARGIN                                        53.1%      52.4%      53.5%      8.6%       19.9%
Administrative and marketing expenses               39.5%      39.9%      40.9%      6.4%       19.0%
Depreciation on capital assets                       2.5%       2.6%       2.4%      4.3%       34.2%
Amortization of intangible assets and goodwill       0.2%       0.3%       0.6%    (14.3%)     (36.3%)
Net interest expense                                 0.7%       0.7%       0.6%      0.3%       58.5%
Foreign exchange (gains) losses                      0.2%       0.0%      (0.4%)   742.5%     (106.9%)
Share of (income) loss from associated companies    (0.1%)     (0.1%)      0.2%     63.4%     (155.9%)
INCOME BEFORE INCOME TAXES                          10.1%       9.0%       9.2%     19.7%       20.6%
Income taxes                                         3.7%       3.5%       4.0%     12.8%        6.8%
NET INCOME                                           6.4%       5.5%       5.2%     24.2%       31.4%
</TABLE>

The Company's operating results for 2003 are consistent with the goals we
established in 2002. In particular, our gross margin was within the range we
expected to achieve while administrative and marketing expenses and the
effective tax rates were below the ranges we expected to achieve in 2003. Our
operating results, in particular the administrative and marketing expenses,
continue to be influenced by the number of acquisitions completed in the current
and prior two years due to the length of time expected for the integration of
such acquisitions. The majority of the acquisitions completed in 2002 and 2003
were in Canada and were integrated into more mature operations. The effective
tax rate is discussed below.

GROSS AND NET REVENUES

The following tables summarize the impact of certain of the above-noted items on
our gross and net revenues for 2003 compared to 2002 and for 2002 compared to
2001.

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER
                                                                                   31 DECEMBER 31
                                                                                -------------------
GROSS REVENUES                                                                  2003 VS     2002 VS
                                                                                2002        2001
                                                                                -------     -------
<S>                                                                             <C>         <C>
Increase over prior year                                                          31.4       71.6
                                                                                 -----       ----
Increase (decrease) due to:
   *acquisitions completed in current and prior two years                         41.0       65.9
   *net internal growth                                                           10.2        3.2
   *impact of foreign exchange rates on revenue earned by foreign subsidiaries   (19.8)       2.5
</TABLE>

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER
                                                                                   31 DECEMBER 31
                                                                                -------------------
NET REVENUES                                                                    2003 VS     2002 VS
                                                                                2002        2001
                                                                                -------     -------
<S>                                                                             <C>         <C>
Increase over prior year                                                         26.3       66.3
                                                                                 ----       ----
</TABLE>

<PAGE>

<TABLE>
<S>                                                                              <C>      <C>
Increase(decrease) due to:
   *acquisitions completed in current and prior two years                         36.7    53.5
   *net internal growth                                                            7.0    10.6
   *impact of foreign exchange rates on revenue earned by foreign subsidiaries   (17.4)    2.2
</TABLE>

Revenue earned in Canada during 2003 increased to $290.4 million from $238.8
million in 2002, while revenue generated in the US decreased to $161.6 million
from $180.3 million. Revenue earned in our International region in 2003 was $7.9
million, compared to $9.4 million in 2002. The US revenues reported were
impacted by a change in exchange rates of approximately $19 million, as
indicated above. We had expected that our Canadian-based revenue in 2003 would
continue to exceed our US-based revenue based on our 2002 acquisition activity
as well as the anticipated strength of the Canadian economy. Subsequent to the
year-end, we entered into an agreement, subject to the approval of the vendor's
shareholders and regulatory approvals, to acquire the The Sear-Brown Group,
Inc., a New York-based firm of 500 staff, and we expect this addition to
increase the level of our US revenues in 2004.

AMORTIZATION OF INTANGIBLE ASSETS

As part of the prior period adjustment referred to in note 2 to the consolidated
financial statements, we amortize identifiable intangible assets. Amortization
rates range from less than one year for contract backlog to 10 to 15 years for
client relationships. Amortization expense for 2003 was $925,000, compared to
$1,079,000 for 2002.

FOREIGN EXCHANGE GAINS (LOSSES)

The Company recorded a foreign exchange loss of $0.6 million in 2003, compared
to a foreign exchange loss of $0.1 million in 2002. The foreign exchange losses
incurred in 2002 and 2003 arose on the translation of the foreign-denominated
assets and liabilities held in our Canadian companies and in our non-US-based
foreign subsidiaries. The nature and timing of our foreign currency transactions
did not change significantly during the last year, with most of the transactions
occurring in US dollars.

We have noted that, overall, the Canadian dollar continued to strengthen against
the US dollar from December 2001 to December 2003. As a result of periodic
weakening of the Canadian dollar in 2002, our Company recognized gains and
losses throughout the year resulting in a net loss of $0.1 million. In 2003 the
Canadian dollar demonstrated significant strength, relative to the US dollar,
and the impact of this significant change on our overall exposure to foreign
exchange losses resulted in a cumulative loss of $0.6 million for the year. We
will continue to monitor our foreign currency exposures to minimize our exposure
to loss.

INCOME TAXES

The effective tax rate for Stantec in 2003 was 36.7%, compared to 39.0% in 2002
and 43.7% in 2001. We had anticipated that our effective tax rate would be in
the range of 37.5% to 38%. This rate was estimated based on known statutory rate
reductions. Subsequent reductions in statutory rates resulted in the lower
effective tax rate for 2003. This rate reduction continues to be driven
primarily by a drop in federal and provincial Canadian statutory rates -- 2.5%
in 2003 and 2.8% in 2002. In 2002 the impact of the elimination of goodwill
amortization on Stantec's effective tax rate was a reduction of 2.2%, and in
2003 the impact of non-deductible stock compensation expense increased the rate
by approximately 0.5%.

QUARTERLY OPERATING RESULTS

The following is a summary of the Company's quarterly operating results for the
last two fiscal years. Effective January 1, 2003, Stantec converted to a
12-period reporting schedule, and each quarter in 2003 contained three periods
totaling 13 weeks. In 2002 and earlier years, the Company followed a
13-period-per-year reporting schedule. Each of the first, second, and fourth
quarters contained three periods totaling 12 weeks, and the third quarter
contained four periods totaling 16 weeks.

<PAGE>

QUARTERLY OPERATING RESULTS

(in millions of dollars, except per share amounts)

<TABLE>
<CAPTION>
                                2003                                2002
                ----------------------------------   ----------------------------------
                31 DEC   30 SEPT   30 JUN   31 MAR   31 Dec   30 Sept   30 Jun   31 Mar
                ------   -------   ------   ------   ------   -------   ------   ------
<S>             <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>
Gross revenue   111.6     120.8     119.1    108.4    101.8    137.9    104.2     84.6
Net income        6.3       7.3       6.5      5.0      5.6      6.0      5.1      3.5
EPS - basic      0.35      0.40      0.35     0.27     0.31     0.33     0.28     0.20
EPS - diluted    0.33      0.38      0.34     0.26     0.30     0.32     0.27     0.19
</TABLE>

The quarterly earnings per share on a basic and diluted basis are not additive
and may not equal the annual earnings per share reported. This is due to the
effect of shares issued or repurchased during the year on the weighted average
number of shares. Diluted earnings per share on a quarterly and annual basis are
also affected by the change in the market price of the Company's shares.

During Q4 03, gross revenue increased $9.8 million, or 9.7%, to $111.6 million
from $101.8 million in Q4 02. Approximately $10.7 million of this increase
resulted from the acquisitions completed in 2001, 2002, and 2003. The additional
week of revenue in Q4 03 resulting from change in our reporting schedules added
$8.6 million. These items were offset by the effect of change in foreign
exchange rates of $6.4 million and the reduction in revenue of existing
operations of $3.2 million.

FINANCIAL CONDITION AND LIQUIDITY

Cash flow from operating activities was $16.9 million in 2003, compared to $36.1
million in 2002 and $13.4 million in 2001. As indicated previously, the Company
implemented its new business information system in the fourth quarter of 2003.
As with any major change in systems, the and length of the conversion activities
required to complete the implementation affected our to-day operations. More
specifically, these conversion activities impacted the level of billings we
could generate in the last quarter of the year as evidenced by the increase in
our level of investment in costs and estimated earnings in excess of billings at
the end of the year. The number of days' revenues in this account increased to
52 days compared to 30 days at the end 2002. Billing activity subsequent to the
year-end is returning to pre-conversion levels, and we expect that our
investment in this balance will return to our normal expected range of between
and 35 days.

In 2003, $33.5 million in cash was used in investing activities, compared to
$29.2 million in 2002 We completed fewer acquisitions in 2003 than in 2002,
resulting in a net decrease in cash expended of approximately $11.4 million.
This difference was offset by the increased investment in capital assets of
$11.3 million in 2003 compared to 2002. The implementation of our new business
information system, the construction of the Stantec Atrium Tower in Edmonton,
and continued renovations to Stantec Centre in Edmonton accounted for this
additional investment The remaining difference is the amount of proceeds
received in 2002 on the disposition of our minority interest in Linnet Geomatics
International Inc. and on the divestiture of our 50-person operation in
Gatineau, Quebec. The amount of cash used in investing activities in 2002
totaled $29.2 million, compared to $11.4 million in 2001. This difference was
due to the additional $13 million spent on acquisitions and the $6.8 million
spent on capital assets, particularly for renovations to and expansion of
Stantec Centre.

The Company used $21.3 million in cash in financing activities in 2003, compared
to the generation of $29.5 million in 2002 and the use of $12.6 million in 2001.
In 2002 we issued an additional 1.2 million common shares for net cash proceeds
of $18.3 million and borrowed $30 million on our existing acquisition credit
facility. During 2003, we repaid long-term debt in the amount of $20.6 million,
and $1,392,000 was used to repurchase shares of the Company under our Normal
Course Issuer Bid. The following table summarizes the contractual obligations
due our long-term debt and operating lease commitments:

                             PAYMENTS DUE BY PERIOD

<PAGE>

<TABLE>
<CAPTION>
                                                       (IN THOUSANDS OF DOLLARS)
                                 -------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS           TOTAL    < THAN 1 YEAR   2 - 3 YEARS   4 - 5 YEARS   AFTER 5 YEARS
- -----------------------          -------   -------------   -----------   -----------   -------------
<S>                              <C>       <C>             <C>           <C>           <C>
Long-term debt                    44,575       13,416         16,647         5,665         8,847
Operating lease commitments      111,034       19,038         32,545        24,521        34,930
TOTAL CONTRACTUAL OBLIGATIONS    155,609       32,454         49,192        30,186        43,777
                                 -------       ------         ------        ------        ------
</TABLE>

During 2003, we renegotiated the credit facility we maintain with a major
Canadian chartered bank. Our new credit facility allows for an operating line of
credit of $50 million for the period of October 15, 2003, through February 28,
2004, returning to $20 million thereafter. At December 31, 2003, $8.3 million of
this amount had been used (none had been used at December 31, 2002).

Our shareholders' equity increased $9.6 million to $160.5 million from $151.4
million in 2002. This increase resulted from net income of $25.1 million, the
recognition of the fair value of share-based compensation of $0.6 million in
2003, and the issue of shares on the exercise of options of $0.6 million, offset
by the repurchase of shares pursuant to the Normal Course Issuer Bid of $1.4
million during the year and the $15.8 million change in our cumulative
translation account arising on the translation of our US-based foreign
subsidiaries in 2003. The $15.8 million change is due to the significant
strengthening of the Canadian dollar -- from $0.63 to $0.77 -- in relation to
the US dollar during the year.

Our Normal Course Issuer Bid was renewed in 2003 and allows the Company to
repurchase up to 550,311 shares. We continue to believe that, from time to time,
the market price of our common shares does not fully reflect the value of our
business or future business prospects and that, at such times, outstanding
common shares are an attractive, appropriate, and desirable use of available
Company funds. Consequently, in 2003 we purchased 74,700 common shares at an
average price of $18.63 per share for an aggregate price of $1,392,000. In 2002
we purchased 54,600 common shares at an average price of $16.12 per share for an
aggregate price of $880,000.

ACQUISITIONS

Our Company completed four acquisitions in 2003 for total consideration of $9.4
million and 10 acquisitions in 2002 for total consideration of $38.5 million.

In January 2003, the Company acquired the shares of Vancouver, British
Columbia-based APAI Architecture Inc. and Mandalian Enterprises Limited, a
comprehensive architectural design services firm, to expand our Architecture &
Interior Design practice area. This addition was followed in May by the
acquisition of Ecological Services Group Inc., an environmental consulting firm
headquartered in Guelph, Ontario. We then acquired the assets and business of
Optimum Energy Management Inc. in November. This Calgary, Alberta-based firm
specializes in industrial energy management services and complements our Power,
Resources & Chemicals practice area. In December, the team from Inner Dimension
Design Associates joined our Regina, Saskatchewan, office to provide
professional services in interior design.

FUTURE EXPECTATIONS

Our Company continues to operate in a highly diverse infrastructure and
facilities market within a North American economy that is demonstrating
significant divergence across regions. The market involves numerous technical
disciplines, clients, and industries and engages both the private and public
sectors. Over the next few years, we expect the demand for services in this
market to be driven by continued population growth, government regulations, and
the need to maintain, upgrade, and replace an aging North American
infrastructure. The industry should also benefit from continued outsourcing of
technical services, especially in the public sector. Its fortunes are at least
partially tied to the performance of the economy, and the overall outlook
heading into 2004 is promising.

<PAGE>

The US economy is forecasted to show continued strength as the impacts of
aggressive monetary and fiscal incentives take effect. During 2003, federal rate
and tax cuts were successful in encouraging consumer spending, resulting in a
banner year for housing construction, while business investment was slower to
respond and we have yet to see a significant rebound in a weak commercial
infrastructure market. In addition, certain market segments, such as
transportation, remain highly dependent on government allocations to programs
such as the Transportation Equity Act for the 21st Century (TEA-21) and its
successors. Although federal government spending has remained strong throughout
the sluggish economy of the past few years, several state and local governments
have been forced to curtail their spending in the face of lower tax revenues and
budget shortfalls. State and local spending are expected to rebound, however, in
the next 12 to 18 months, concurrent with an overall economic recovery. McGraw
Hill Construction and other sources are predicting a modest to strong increase
in overall construction spending in the US in 2004, depending on the degree of
an anticipated slowdown in the residential market.

At the same time, Canada's economy is forecasted to improve in 2004 while
under-performing that of the US. Domestic demand is expected to be strong, and
although the strong Canadian dollar continues to impact exports, improved US
demand resulting from greater economic activity is anticipated to offset this
effect. More specifically, the demand for housing is expected to remain robust
fuelled by low interest rates, job and income growth, and strong market
conditions. Housing starts are expected to moderate only slightly in 2004 from a
15-year high in 2003, contributing to ongoing strong performance in Stantec's
Urban Land market segment. As well, indications are that the institutional
sector, which has been the driving force behind non-residential construction
over the past three years, with the greatest investment going into health care
and educational facilities, will continue to be strong in 2004.

Within this market outlook, we expect to achieve continued growth through a
combination of internal hiring and acquisitions. We target long-term average
compound growth rates of 15 to 25%, although not every year may see growth in
this range. We have chosen this target because we believe it is an achievable
goal that allows us to enhance the depth of our expertise, broaden our service
provision, provide expanded opportunities to our employees, and support our
information technology systems. Our ability to continue to grow at this rate
depends to a large extent on the availability of acquisition opportunities.
Since our industry is composed of 100,000, mostly small firms, there are many
acquisition candidates. At any one time we are engaged in discussions with up to
20 or more firms. Currently, the firms with which we are in some stage of
discussion have between 10 and 750 employees.

We plan to support this level of growth through a combination of cash flow from
operations and additional financing while maintaining a return on equity at or
above 14% and a net income at or above 5% of net revenue. Although we believe
that an appropriate target for a normal debt to equity ratio for our Company is
at or below .5 to 1, opportunities to conclude transactions may require us to
increase the amount of debt we carry beyond that limit. If the need to finance a
larger acquisition arises, we will seek to raise cash through additional share
issues.

Looking at the results of our current mix of project activity in the US and
Canada, we anticipate that our gross margin as a percentage of net revenue will
remain in the range of 52 to 54% for 2004 and that administrative expenses will
remain in the range of 39 to 41% of net revenue. We expect our effective tax
rate for 2004 to be between 36.5 to 37.5%. Although the Canadian federal
statutory tax rate will decrease by 2% in 2004, this will be offset in part by
the increase in provincial statutory rates and an anticipated increase in the
revenue from our US-based operations.

<PAGE>

RISK

OPERATIONS

Like all professional services firms in the infrastructure and facilities
industry, Stantec is exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

      -     timing of completion and potential cancellation of client orders and
            projects

      -     our ability to complete projects on schedule and on budget

      -     our clients' satisfaction with the quality of our services

      -     potential litigation through exposure to third-party claims

      -     competition for new contracts including pricing pressures

      -     economic factors that impact the ability of clients to contract for
            our services

      -     the availability of qualified staff and personnel

      -     the quality of our clients and their credit risk

      -     our ability to obtain the necessary licenses and permits to carry
            out our projects

      -     risks associated with working in international locations

We mitigate our operating risks through our business strategy and other
protective measures. As mentioned previously, our three-dimensional business
model of geographic, practice area, and life cycle diversification minimizes our
dependency on any particular industry or economic sector for our income. Stantec
also protects itself from exposure to competition by entering into a diverse
range of contracts with a wide range of fee amounts.

To address the risk of competition for qualified personnel, we offer a number of
employment incentives, including training programs, employee share ownership
(for Canadian employees), and opportunities for professional development and
enhancement, along with compensation plans that we believe to be innovative,
flexible, and designed to reward top performance. As well, in 2003 we embarked
on an "employer of choice" initiative to maintain our ability to attract and
retain the most qualified staff.

Our Company also maintains insurance coverage for our operations, including
professional liability insurance. The maximum coverage under our professional
liability policy is generally $25 million per claim and per annum, with a per
claim deductible of $500,000 and an aggregate excess deductible of $2.5 million.
In September 2003, the Company established a regulated captive insurance company
to insure and fund the payment of any professional liability self-insured
retensions related to claims arising after August 1, 2003. We, or our clients
also obtain project-specific insurance for designated projects from time to
time. In addition, we invest resources in a Risk Management team dedicated to
providing Company-wide support and guidance on risk avoidance and professional
practices and procedures. One such practice is to carry out select client
evaluations, including credit risk appraisals, before entering into contract
agreements to reduce the risk of non-payment for our services.

In 2003 we launched a new project manager-training program for our Company.
Requiring a passing score for each training module, the program is aimed at
skill development in risk mitigation, project planning, quality control and
assurance, and financial administration, among other project management
responsibilities. We believe that improved project management across our
operations will increase our ability to deliver projects on schedule and within
budget.

As well, we believe our experience and knowledge in conducting business outside
North America help us mitigate the risks of undertaking international projects.
This work involves political uncertainties, contracts with foreign clients, and
operating under foreign legal systems.

<PAGE>

MARKET

Our Company is also exposed to various market factors that can affect our
performance. Three such market risks include the availability of debt financing,
the impact of the rate of exchange between Canadian and US dollars, and the
effect of changes in interest rates. We minimize these risks by adhering to
solid financial practices and procedures.

As mentioned previously, our Company currently has a term loan and operating
facility with one financial institution. Although we have continued to meet
required covenant ratios, we have no assurance that debt financing will continue
to be available from our current lender or other financial institutions on
similar terms. As our need for debt financing increases, we will seek financing
from more than one financial institution.

Because a significant portion of our Company's revenue and expenses are
generated or incurred in US dollars, we face the challenge of fluctuations in
exchange rates. To the extent that US dollar revenues are greater than US dollar
expenses in a strengthening US dollar environment, we expect a positive impact
on our income from operations. Conversely, to the extent that US dollar revenues
are greater than US dollar expenses in a weakening US dollar environment, we
expect a negative impact. This exchange rate risk primarily reflects, on an
annual basis, the impact of fluctuating exchange rates on the net difference
between total US dollar professional revenues and US dollar expenses. Other
exchange risk arises from our non-US-based foreign subsidiaries. The Company's
income from operations will be impacted by exchange rate fluctuations used in
translating these revenues and expenses. In addition, the impact of exchange
rates on the balance sheet accounts of our non-US-based foreign subsidiaries
will impact our operating results. We also continue to be exposed to exchange
rate risk for the US dollar and other foreign currency-denominated balance sheet
items carried by our Canadian and International operations.

In addition, changes in interest rates present a risk to our performance. All of
our Company's bank facilities (i.e., operating loans and acquisition loan) and
$87,000 of our outstanding promissory notes carry a floating rate of interest.
We estimate that, based on our balances at December 31, 2003, a 1% change in
interest rates would impact our earnings per share by approximately $0.02.

                                     - end -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>8
<FILENAME>t17577exv99w5.txt
<DESCRIPTION>EX-99.5
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC COMPLETES ACQUISITION OF NEW YORK FIRM

EDMONTON AB (April 5, 2004) TSX:STN

Stantec is adding over 400 employees and 10 office locations with the completion
of the previously announced acquisition of Rochester, New York headquartered
firm Sear-Brown. The addition opens up a new geographic market for Stantec in
the US Northeast and a new practice area in the Bio/Pharmaceuticals industry.

"We are pleased that all Sear-Brown shareholder and other approvals have been
received and that we will be proceeding with new market initiatives for
Stantec," says Tony Franceschini, Stantec President & CEO. "First, we are
gaining a strong geographic presence in New York State providing a foundation
for growth in an important market. Second, we are gaining a new practice area in
the Bio/Pharmaceuticals industry which we believe will be a growth market for
us."

Sear-Brown, founded in 1955 specializes in core markets that include Advanced
Manufacturing, Bio/Pharmaceuticals Facilities, Educational Facilities,
Healthcare Facilities, Land Development, Municipal Facilities, Retail/Commercial
Development, Transportation, and Water and Environment. Stantec will integrate
new offices in Rochester, Albany, Binghamton, Buffalo, Melville, and Syracuse in
New York State; Fort Collins in Colorado; Cleveland, Ohio; State College
Pennsylvania; and Guaynabo, Puerto Rico. Sear-Brown's Denver employees will join
with Stantec's existing Denver location.

The Hillsborough office has been sold to the employees as part of the
acquisition agreement. The acquired Sear-Brown employees and offices generated
approximately US$42 million in revenues in 2003.

"We are looking forward to joining with a dynamic and successful firm like
Stantec," says Mark Lang, who will continue with Stantec as Vice President, New
York Region. "Our employees are energized by the opportunities that come with
working in a large global firm and our existing clients can look forward to a
wider depth and breadth of service offering and access to expertise from across
North America."

Stantec now has 27 offices and approximately 1,500 employees in 12 states
throughout the US. The Company is celebrating 50 years in business during 2004
and has been profitable every year since its founding in 1954. Stantec recently
released year-end results that saw gross revenue increase 7.3% to $459.9 million
and net income increase 24.2% to $25.1 million. Stantec's goal is to be a top 10
global design firm by 2008.

For more information visit www.stantec.com/searbrown

<TABLE>
<CAPTION>
CORPORATE CONTACT       ACQUISITION CONTACT       INVESTOR CONTACT
<S>                     <C>                       <C>
Tony Franceschini       Mark Lang                 Don Wilson
President & CEO         Vice President            Vice President & CFO
Stantec                 Stantec, New York         Stantec
Tel: 780-917-7077       Tel: 585-475-1440         Tel: 780-917-7269
</TABLE>

STANTEC provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management, and project economics. The Company
support clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

                                                                     STANTEC.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>9
<FILENAME>t17577exv99w6.txt
<DESCRIPTION>EX-99.6
<TEXT>
<PAGE>

                                    FEE RULE

                                  FORM 13-502F1

                 ANNUAL PARTICIPATION FEE FOR REPORTING ISSUERS

Stantec Inc.

REPORTING ISSUER NAME:                                     _____________________

PARTICIPATION FEE FOR THE FINANCIAL YEAR ENDING:           December 31, 2003

1. CLASS 1 REPORTING ISSUERS (CANADIAN ISSUERS - LISTED IN CANADA AND/OR THE
U.S.)

Market value of equity securities:

<TABLE>
<S>                                                                                 <C>                <C>
Total number of equity securities of a class or series outstanding at
the end of the issuer's most recent financial year                                       18,327,284    ---------------
Simple average of the closing price of that class or series as of the
last trading day of each of the months of the financial year (under
paragraph 2.5(a)(ii)(A) or (B) of the Rule)                                         X         18.95
                                                                                     --------------
Market value of class or series                                                     =347,302,031.80     347,302,031.80
                                                                                     --------------    ---------------
                                                                                                             (A)

(Repeat the above calculation for each class or series of equity securities of
the reporting issuer that are listed and posted for trading, or quoted on a
marketplace in Canada or the United States
of America at the end of the financial year)                                                                 N/A
                                                                                                             ---
                                                                                                             (A)

Market value of corporate debt or preferred shares of Reporting Issuer or
Subsidiary Entity referred to in Paragraph 2.5(b)(ii):

                                                                                                             N/A
                                                                                                             ---
                                                                                                             (B)

TOTAL CAPITALIZATION (ADD MARKET VALUE OF ALL CLASSES AND SERIES OF EQUITY
SECURITIES AND MARKET VALUE OF DEBT AND PREFERRED
SHARES) (A) + (B) =                                                                                     347,302,031.80
                                                                                                       ---------------

TOTAL FEE PAYABLE IN ACCORDANCE WITH APPENDIX A OF THE RULE                                            $        25,000
                                                                                                       ---------------

Reduced fee for new Reporting Issuers (see section 2.8 of the Rule)                                    ---------------

Total Fee Payable x Number of months remaining in financial year
                    year or elapsed since most recent financial year
                    ------------------------------------------------
                                           12

Late Fee, if
applicable                                                                                                   N/A
(please include the calculation pursuant to section 2.9 of the Rule)
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>10
<FILENAME>t17577exv99w7.txt
<DESCRIPTION>EX-99.7
<TEXT>
<PAGE>

                                  STANTEC INC.

                               2003 ANNUAL REPORT

                                 [STANTEC LOGO]

<PAGE>

                                     STANTEC
                                   REPORT CARD
                                    1954-2004

                          STANTEC STARTED WITH A DREAM.

   And the dream continued to grow over the years. Our success did not happen
through circumstance or luck, but through innovation, adaptation, and hard work.
     Here is a report of our achievements over the past 50, 10, and 5 years.

<TABLE>
<CAPTION>
                           GOALS                         ACHIEVED                             COMMENTS
- -------------------------------------------------------- -------- ------------------------------------------------------------
<S>                                                      <C>      <C>
50 YEARS AGO

1. Provide civil engineering services in western            -     Stantec provided engineering services for much-needed water
   Canada ..............................................          supply and sewage systems, roadwork, and bridges throughout
                                                                  Alberta during the 1950s. Today Stantec provides civil
                                                                  engineering services across North America.

2. Provide professional services internationally .......    -     Stantec secured its first international project in Malaysia
                                                                  in 1967. By 1970 the Company had projects in Malaysia,
                                                                  Jamaica, the Philippines, South Korea, Belize, and Vietnam.
                                                                  Today Stantec undertakes infrastructure projects around the
                                                                  world.

3. Diversify beyond the civil engineering                   -     Stantec added a broad variety of new services and
   disciplines .........................................          disciplines beyond civil engineering beginning in the late
                                                                  1970s and continuing through the '80s and '90s and into the
                                                                  new millennium.

4. Expand beyond western Canada ........................    -     By 1976 Stantec had five regional branch offices in Canada.
                                                                  The Company embarked on expansion into the US in 1991. Today
                                                                  Stantec has over 40 offices across North America.
10 YEARS AGO

5. Become a publicly traded company ....................    -     Stantec completed its initial public offering in March 1994.

6. Continue to expand services and locations ...........    -     Since 1994 Stantec has completed more than 40 acquisitions
                                                                  and increased staff numbers from about 900 to close to
                                                                  4,000.

5 YEARS AGO

7. Create a single-brand identity for the Company ......    -     Stantec consolidated its operations under a new global,
                                                                  single-brand identity in 1998. In 2003 Stantec undertook an
                                                                  initiative to enhance its brand recognition, launching an
                                                                  updated branding program that reflects the quality,
                                                                  strength, and vitality of the Company.

8. Refine the Company's business model .................    -     Stantec's unique 3-D business model of geographic
                                                                  diversification, practice area specialization, and provision
                                                                  of services in all phases of the infrastructure life cycle
                                                                  allows the Company to manage risk while growing revenue and
                                                                  earnings.

9. Grow the Company between 10 and 25% annually through     -     In 1998 Stantec established a vision to become one of the
   a 10-year growth plan ...............................          top 10 global design firms with 10,000 employees and $1
                                                                  billion in annual revenue by 2008. At the five-year mark,
                                                                  Stantec is a $460 million company with almost 4,000
                                                                  employees.

10. Strengthen internal systems and processes to support    -     Since 2000 Stantec has invested resources in developing its
    growth plan ........................................          systems and processes and training employees. In 2003 a new,
                                                                  integrated business information system was implemented for
                                                                  managing projects, financial information, human resources,
                                                                  and business intelligence.
</TABLE>

5-YEAR TRACK RECORD--HIGHLIGHTS

<TABLE>
<CAPTION>
  Years ended December 31        2003        2002          2001        2000        1999
 (in thousands of dollars)                (restated)    (restated)
- ---------------------------- -----------  ----------   -----------  ----------  ----------
<S>                          <C>          <C>          <C>          <C>         <C>
Gross revenue                   459,942      428,456      356,942      265,568     211,929
Net revenue                     391,396      365,148      298,772      221,263     169,908
Income before taxes              39,268       33,095       27,306       20,867      16,153
Net income                       25,070       20,192       15,370       11,226       8,561
Current assets                  177,629      163,261      121,267       94,183      82,735
Current liabilities             128,506       99,295       88,487       68,667      51,087
Property and equipment           67,670       51,747       41,371       36,938      19,875
Long-term debt                   31,159       41,730       15,652       13,893      15,013
Shareholders' equity            160,528      151,426      107,450       92,233      63,573
Gross revenue backlog           310,380      299,801      259,185      192,238     149,615
Net cash (bank indebtedness)
  position                       (9,808)      29,202       (7,145)       3,426       1,070

Earnings per share - basic         1.37         1.12         0.92         0.78        0.60
Earnings per share - diluted       1.31         1.07         0.88         0.76        0.59
Book value per share               8.76         8.28         6.38         5.54        4.46
Current ratio                      1.38         1.64         1.37         1.37        1.62
Debt to equity ratio               0.34         0.22         0.30         0.22        0.37
Price earnings ratio              16.13        14.91        13.99         9.94        9.20

Weighted average number of
  shares outstanding         18,329,960   17,987,358   16,742,730   14,374,264  14,308,660
Shares outstanding           18,327,284   18,282,720   16,846,340   16,668,340  14,247,970
Shares traded                 5,163,000    4,553,100    8,907,200    4,551,610   4,231,992
High                              23.48        20.50        14.25         8.00        5.75
Low                               14.50        12.88         7.25         5.25        4.85
Close                             22.10        16.70        12.88         7.75        5.50
</TABLE>

                                   [BAR CHARTS]
<PAGE>

2003 HIGHLIGHTS

- -     Ranked #3 on The Zweig Letter Hot Firm 2003 List of the 100
      fastest-growing architecture and engineering firms in the US between 1999
      and 2002.

- -     Achieved an increase in gross revenue of 7.3% to $459.9 million from
      $428.5 million in 2002, with net revenue increasing 7.2% to $391.4
      million, net income increasing 24.2% to $25.1 million, and basic earnings
      per share increasing 22.3% to $1.37.

- -     Chosen by the US Federal Highway Administration to act as the prime
      contractor for the Long Term Pavement Performance (LTPP) Program in the
      North Central Region. This three-year assignment, which involves pavement
      performance studies in 15 north central states and two provinces, is the
      latest in a series of contracts undertaken with the LTPP Program over the
      past 15 years.

- -     Ranked #54 on the Engineering News Record's listing of Top 150 Global
      Design Firms, rising from #61 in 2002 (ranking by fee volume).

- -     Received the 2003 National Clean Water Act Recognition Award for Medium
      Advanced Plants from the US Environmental Protection Agency for the
      Kalispell Wastewater Treatment Plant Biological Nutrient Removal Process
      Expansion project in Montana.

- -     Listed #28 on the Swedish Federation of Consulting Engineers and
      Architects' survey of the World's Top 200 Consulting Engineering and
      Architectural Groups, rising from #33 in 2002 (ranking by number of
      employees).

- -     Awarded an assignment to design a water treatment plant for the Metro Air
      Park at the Sacramento International Airport that will be the first in
      California to comply with new arsenic content restrictions.

- -     Continued to fulfill growth strategy by acquiring Architectura in
      Vancouver, British Columbia; ESG International in Guelph, Ontario; Optimum
      Energy Management in Calgary, Alberta; and the Inner Dimension Design
      Group in Regina, Saskatchewan. Following the first quarter of 2004, expect
      to create a new US region for the Company pending the completion of the
      planned acquisition of The Sear-Brown Group.

- -     Awarded the Polo Ralph Lauren Warehouse Expansion project in Greensboro,
      North Carolina. The contract required the creation of a space to support a
      materials handling and storage system--an area equivalent to almost six
      football fields.

- -     Named the Airport Revenue News' Best Concessions Poll 2003 1st Place
      Winner in three categories: Large Airports (Chicago O'Hare International
      Airport--Retail Master Plan and Design Guidelines project), Medium
      Airports (Chicago Midway Airport--Retail Planning and Design Guidelines
      project), and Small Airports (San Antonio Airport--Retail Space project).

[BAR CHART]

[BAR CHART]

[LINE GRAPH]

<PAGE>

[PICTURE]

<PAGE>

OUR VISION

Stantec's goal is to become one of the top 10 global design firms. To achieve
this vision, we will continue to pursue excellence in design and project
delivery and to follow an orderly growth plan that builds on our solid
foundation.

OUR PEOPLE

At Stantec our people are the backbone of our Company. In this annual report, we
are proud to feature 50 of the "Great Faces of Stantec"--employees who are
recognized by their peers as representative of our Company's spirit.

[50* YEARS LOGO]

Stantec Inc. 2003 Annual Report                                                1

<PAGE>

EVOLUTION

2003 was a milestone year in the evolution of our Company--our 50th year of
operation, our 10th year as a publicly traded company, and, I am proud to note,
my fifth year as President & CEO. We have arrived at this pivotal point in time
for our Company because we are united behind a common vision and committed to
putting our heart and soul into our projects with our clients, maintaining our
solid business principles, and pursuing an orderly growth plan through our
focused business model.

Our ability to adjust to changes in a challenging economic climate allowed us to
maintain our long-standing track record of strong performance in 2003. In doing
so, we achieved our 50th year of uninterrupted profitability--another impressive
milestone in our Company's history. Gross revenue increased to $459.9 million,
up 7.3% from 2002; net revenue increased to $391.4 million, up 7.2%; net income
increased to $25.1 million, up 24.2%; and basic earnings per share increased to
$1.37, up 22.3%. This consistent performance contributed to an increase of 32.7%
in shareholder value during the year.

[PICTURE OF TONY FRANCESCHINI]

Tony Franceschini, P.Eng., President & CEO

2                                                Stantec Inc. 2003 Annual Report

<PAGE>

In 2003 our focus was on continuing to evolve our dynamic Company, not by
changing our business model or operating philosophy, but by strengthening our
systems and processes to support our future. To this end, we undertook 11
Company-wide initiatives during the year, including a reorganization of our
balanced leadership organization structure, the implementation of a new business
information technology system, and investment in learning and training programs
for our employees. We also introduced an improved employee performance
development review process and human resources information management system.
With this solid foundation, we are ready to take advantage of any opportunity
that develops in the infrastructure and facilities professional services
industry.

Along with our internal infrastructure, we continue to unfold our growth plan,
adding the people, expertise, and services we need to gain momentum in our
marketplace. Stantec's business model is based on three key strategic
drivers--diversifying our operations in distinct geographic regions,
specializing in distinct but complementary practice areas, and providing
professional services in all phases of the infrastructure and facilities project
life cycle. In 2003 we strengthened our Company through the acquisition of four
firms. In Vancouver, British Columbia, we added Architectura, which expanded the
depth and breadth of our Architecture & Interior Design practice area to a
top-tier level across Canada. We also continued to strengthen and expand
existing operations in Regina, Saskatchewan, with the integration of the Inner
Dimension Design Group and in Calgary, Alberta, with the addition of Optimum
Energy Management. And we enhanced our Environmental Management practice by
adding ESG International in Guelph, Ontario.

Immediately following the first quarter of 2004, we expect to create a new US
region for our Company pending the completion of the planned acquisition of The
Sear-Brown Group. This upcoming acquisition will establish a presence for
Stantec in the US Northeast, providing a vital new market for our services and a
platform for further expansion. With Rochester, New York, as its hub, the region
will include eight locations in New York State as well as offices in Cleveland,
Ohio; State College, Pennsylvania; and Guaynabo, Puerto Rico. The integration of
Sear-Brown will also bring our Company into the US biopharmaceuticals sector. We
are excited about our expansion into this growing market and expect that it will
result in rewarding new business.

As Stantec continues to grow and develop, our financial condition remains robust
and liquid. We have a very strong balance sheet with a sustainable level of debt
and unused capacity in our existing credit facilities. This financial strength
positions us well to continue to pursue appropriate investments in our future.

Even as we reflect on how far we have evolved over the years, we are excited
about how far we can still develop. Stantec's current vision--which we
established in 1998--is to become one of the top 10 global design firms by the
year 2008, and in 2003 we reached the halfway mark in our 10-year growth plan.
To achieve our objective, we will continue to pursue excellence in design and
project delivery and to follow an orderly growth plan that builds on our solid
foundation. Our strategic focus is to extend our reach in North America and
selected international markets, where we see the potential to grow new regions
and develop new markets for our services.

Stantec Inc. 2003 Annual Report                                                3

<PAGE>

Throughout our rich history, we have remained true to the principles that guided
our founder, Dr. Don Stanley, in 1954: look after our clients, excel in our
work, operate cost effectively, and motivate our employees. Although advances in
technology have dramatically changed the way we deliver our projects, what we
deliver has not changed, namely, good client service. But where we were once a
local operation serving a few clients in northern Alberta, we are now a global
organization serving several thousand clients across North America and
internationally. With bold ideas and determination, our employees are still
generating great projects that enhance the quality of life all around us. Our
projects create the communities where we live, the fresh air we breathe, the
clean water we drink, and the safe roads we travel, among many other of life's
necessities.

The range of services we now offer in our specialist practice areas allows us to
undertake diverse projects of any size for both public and private sector
clients in our industry. Projects as diverse as the Alberta Heart Institute, the
Stallion Mountain Master Planned Community, the Lou Romano Water Reclamation
Plant, and the New Jersey Department of Transportation Pavement Management
Systems II project. In Edmonton, Alberta, we are proud to be acting as the prime
design consultant for the development of the Alberta Heart Institute, a new
state-of-the-art health care facility. Scheduled to open in 2005, the institute
will bring together the best in cardiac patient-care services, research, and
education to serve a population of approximately 1.6 million people across
Alberta and western Canada. In Las Vegas, Nevada, we are providing planning,
engineering, surveying, and landscape architecture services for the
redevelopment of a 260-acre (105-hectare) portion of the Stallion Mountain golf
course community for residential use. This project also includes lake
reclamation, a practice not commonly incorporated into land redevelopment. Our
skills are also being used in an expansion and upgrade to secondary treatment of
the Lou Romano Water Reclamation Plant, the largest capital work project to date
to be carried out by the City of Windsor in Ontario. In addition, we continue to
provide infrastructure management and pavement engineering services for the New
Jersey Department of Transportation Pavement Management Systems II project,
including analysis of all state-maintained and county roads, more than 20,000
miles (32,180 kilometres) of pavement.

Since our beginning, passion for our work has been a major force behind our
business. Like Dr. Stanley, we love what we do, and it shows in the success of
our Company. As we embark on the next 50 years of our evolution, we remain
committed to delivering the highest quality services and solutions to our
clients, honoring our time-proven business principles, and executing our focused
business strategy. It is indeed a pivotal point in time for our Company, and
with our talented, dedicated employees, we are taking hold of our future.

I wish to extend my sincere appreciation to our employees for their continued
commitment to our shared vision and to thank our board of directors, clients,
and shareholders for their ongoing confidence and support.

/s/ Tony Franceschini
- ------------------------
Tony Franceschini P.Eng.
President & CEO

4                                                Stantec Inc. 2003 Annual Report

<PAGE>

COMMUNITY INVESTMENT

Throughout our history, Stantec has been a caring company. Fifty years ago, our
founder, Dr. Don Stanley, himself a president of the local chamber of commerce
and active in the Rotary Club and the YMCA, expressly encouraged his first
employees to be involved in their communities in northern Alberta. Today, with
almost 4,000 people in our organization, we strive to enhance the knowledge,
prosperity, health, and quality of life of the communities in which we work
throughout North America. Through donations of our time, expertise, and funds,
we formally support endeavors in five major categories: youth and education,
health, community service, arts, and public/civic affairs.

For example, in 2003 Stantec's office in Kitchener, Ontario, acted as one of 18
sponsors of the Solar Technology Education Project at the University of Waterloo
(U of W) in Ontario. This initiative, the first-ever student-designed solar
project at a university campus in Canada, involves the installation of 36 solar
panels on the roof of the U of W's Federation Hall. The students' goal is to use
the solar array as a demonstration project for promoting awareness of renewable
energies and solutions for climate change. Our Company donated enough funds to
the project to buy four of the 36 panels.

Driven by their community spirit, Stantec staff in Salt Lake City, Utah, joined
other members of the Utah division of the American Consulting Engineers Council
as volunteers in a yearlong community service campaign to assist municipalities
in the Salt Lake City area with local activities. Over the year, they
participated in a cleanup of Jordan River, a blood drive, and Fish Daze.
Complete with casting contests, Fish Daze was a festival celebrating the opening
of a new park and fishing pond--stocked with trout--in Murray City.

In Edmonton, Alberta, staff representing Stantec searched their closets for
outrageous outfits to wear while playing in the first annual Henry Singer "Bad
Pants" Open golf tournament held to raise funds for the new Alberta Heart
Institute. Slated for completion in 2005, this prestigious health care facility
will provide the most advanced treatment and research available in cardiac
patient-care today. Stantec is also supporting the institute through a five-year
pledge of funds, and representatives of the Company currently sit on the Alberta
Heart Institute Strategy Council.

Throughout the year, successful fundraising campaigns in all Stantec locations
resulted in donations to the United Way, the Juvenile Diabetes Research
Foundation, the American Cancer Association, the Heart and Stroke Foundation,
the Canadian Cancer Society, and many other worthwhile organizations.

These are only a few examples of the many ways Stantec is a caring company,
continuing our legacy of helping to build strong communities where we live and
work across North America.

Stantec Inc. 2003 Annual Report                                                5

<PAGE>

[PHOTO]

Our Company's three presidents (circa 1998)--Tony Franceschini (1998 to
present), Dr. Don Stanley (1954 to 1983), and Ron P. Triffo (1983 to 1998).

EVOLUTION OF A COMPANY

Our Company began 50 years ago with a dream. Our founder, Dr. Don Stanley, a
Harvard graduate in environmental engineering, set out to improve the quality of
life in small towns in western Canada by designing innovative, economically
feasible municipal water supply and sewage systems. In 50 short years, we have
evolved from his one-person consulting engineering business working out of a
250-square foot office in Edmonton, Alberta, into an almost 4,000-person
multidiscipline design firm operating from over 40 offices across North America.
Our success has not happened by circumstance or luck, but by innovation,
adaptation, and hard work.

6                                                Stantec Inc. 2003 Annual Report

<PAGE>

From the beginning, we built the Company on solid business practices focused on
operating efficiently and providing quality services--a straightforward, elegant
approach that launched a 50-year tradition of meeting our clients' needs and
achieving consistent, profitable growth in revenue and earnings. From this
foundation, we have developed a sustainable business model that allows us to
manage risk while continuing to pursue an orderly growth plan. It is a
three-dimensional model based on diversifying our operations across geographic
regions, practice areas, and all phases of the infrastructure and facilities
project life cycle.

But even a brilliant business model is of little value without great people to
execute it. It takes passionate and dedicated employees to sustain a successful
business for 50 years. Throughout our history, our people have been the backbone
of our Company, contributing the talent, expertise, and skills that define our
projects and culture. With a deep commitment to excellence in project design and
delivery and the enthusiasm to seek out new opportunities for the future, they
continue to empower our growth and development.

At Stantec our goal is to become one of the top 10 global design firms, and our
track record shows that we can deliver. People, passion, and progress have made
our Company what it is today and created the foundation for what it will be
tomorrow. In the pages that follow, we invite you to examine our performance,
look at the depth and breadth of our capabilities, and then assess both our
position and strategy for long-term growth. We are confident that you will see a
Company that can continue to create value for our clients, shareholders, and
employees well into the future.

[PICTURE]

In 1962 the Company operated from offices above a local grocery store in
Edmonton, Alberta.

[PICTURE]

Today our Company is headquartered at Stantec Centre, a three-tower office
complex in downtown Edmonton.

Stantec Inc. 2003 Annual Report                                                7

<PAGE>

50 YEARS AGO ...

[PICTURE]

In 1957 we were involved in a transportation study of 86th Avenue in Edmonton.

We set a goal to provide much-needed civil engineering services in western
Canada.

In 1954 our founder, Dr. Don Stanley, traveled 27,000 kilometres (17,000 miles)
in four months offering "sanitary engineering" services to communities in rural
Alberta, British Columbia, and Saskatchewan, which were still primarily
agricultural. He was initially awarded two small projects in Irma and Rycroft,
Alberta. As a result of his promotional efforts, the Company's main work in the
first few years was upgrading small towns in western Canada from outhouses,
wells, and septic tanks to municipal water supply and sewage systems. With the
addition of partners with long-time experience in transportation, the Company
also focused on designing roadwork and bridges throughout Alberta, including
overpasses, underpasses, and railway and river crossings. In 1957 we were the
first engineering company to carry out transportation and traffic studies for
the City of Edmonton. The following year the Company was part of an engineering
team involved in redesigning the Peace River Bridge at Taylor, British Columbia,
on the Alaska Highway. That year we also undertook our first sanitary
engineering project in British Columbia--the design of a sewage treatment plant
in Penticton.

8                                                Stantec Inc. 2003 Annual Report
<PAGE>

[PHOTO OF DR. DON STANLEY]

Dr. Don Stanley was one of the first North Americans to earn a doctorate in
environmental engineering from Harvard University in 1952.

[PICTURE]

In 1958 work began on the first sewage treatment plant in Penticton, British
Columbia.

The 19th Street Bridge in Saskatoon, Saskatchewan, was one of our early bridge
projects.

[PICTURE]

The traffic and transportation studies we conducted for the City of Edmonton in
1957 included access roads to the Low Level Bridge.

[PICTURE]

In the early 1960s, we completed feasibility studies for the 127th Street
Underpass project and other railway crossings in Edmonton.

[PICTURE]

Stantec Inc. 2003 Annual Report                                                9

<PAGE>

[PICTURE]

Boats in the Kuala Lumpur area of Malaysia, where we undertook our first
international project in 1967.

[PHOTO]

Dr. Stanley (second from left) traveled to Kingstown, Jamaica, to sign the Four
Towns Water Supply Studies and Designs project contract.

[PICTURE]

The road design project we completed in Zambia in the 1980s involved training of
over 300 local employees.

WE SET A GOAL TO PROVIDE SERVICES INTERNATIONALLY.

Guam was one of the locations where our International group worked in the 1980s
designing a water treatment plant.

[PICTURE]

With close to 50 employees, we obtained our first international project--a
review of a sewerage system--in Kuala Lumpur, Malaysia, in 1967. Other
international projects soon followed, including a study and review of proposed
water supply systems for approximately 250,000 people in four towns in Jamaica.
By 1970 we were completing projects in Malaysia, Jamaica, the Philippines, South
Korea, Belize, and Vietnam--all managed from our western Canada operations. And
in 1977 we officially established our International group to focus on services
and projects in water resources engineering, highway and transportation
planning, solid waste management, and buildings for overseas clients. Our
international expertise was recognized in 1983 when we were one of 14 companies
to receive the Canada Export Award for our initiative, perseverance, and
entrepreneurial flair as well as earning Alberta's top export honor, the
International Marketing Award. Today our International group provides services
in the Caribbean as well as undertaking individual project assignments with
clients in designated areas around the world.

10                                               Stantec Inc. 2003 Annual Report

<PAGE>

WE SET A GOAL TO DIVERSIFY BEYOND THE TRADITIONAL CIVIL ENGINEERING DISCIPLINES.

Following our first 20 years, when our focus was engineering design for water
supply, sewage, and transportation projects, we set out to diversify our
services in 1976. That year, with five regional branch offices and over 165
employees, we completed our first acquisition--of Calgary firm Strong, Lamb, and
Nelson--adding 125 staff to our family as well as services in the urban land
area. The subsequent acquisition of Cheriton Associates established our presence
in the buildings market with mechanical and electrical engineering services. We
continued to add new services beyond the traditional civil engineering
disciplines during the early 1980s, and in 1983 management implemented a major
diversification of services as well as geographic expansion. The acquisition of
Pavement Management Systems Ltd. in 1984 helped us realize this goal, adding
state-of-the-art technology and services in pavement infrastructure management.
By 1985 our Saskatchewan operation had developed a leading capability in the gas
distribution field, and we continued to evolve expertise in water and wastewater
plant design--to a level without parallel in western Canada--as well as the
strongest light rail transit design and project management capability in the
region. With further growth in the late '80s and early '90s came the addition of
interior design services, industrial electrical expertise, and structural
engineering services for bridges and sports facilities.

Diversification allowed us to enter the industrial sector, where we obtained
projects such as the design of the Sulfer Works Sulphur Plant in the 1990s.

[PICTURE]

The addition of structural engineering services helped us secure the Saddledome
Parkade project in Calgary, Alberta, in the 1980s.

[PICTURE]

We added services in the urban land area through our first acquisition in 1976.

[PICTURE]

We entered the airports and aviation sector in the 1980s, providing structural
engineering services for the Calgary International Airport.

[PICTURE]

Stantec Inc. 2003 Annual Report                                               11

<PAGE>

WE SET A GOAL TO EXPAND BEYOND WESTERN CANADA.

Our Company grew gradually throughout the early years, first expanding to
British Columbia and Saskatchewan and then to Manitoba. By 1976 we had
established five regional branch offices in Canada. Our operations continued to
grow in Canada through the 1980s--including expansion to Ontario--with employee
numbers topping 500. In 1991 we embarked on expansion into the US with our first
US acquisition, in Phoenix, Arizona. The addition established a base for
specialty services and future growth in the Southwest. Our early US project work
included providing pavement management and consulting services in the airports
and aviation area for the Phoenix Sky Harbor International Airport and its two
satellite facilities.

[PHOTO OF RON.P.TRIFFO]

Ron P. Triffo was appointed President of the Company in 1983.

[PICTURE]

One of our early US projects was providing pavement management services for the
Phoenix international airport.

[PICTURE]

We began providing urban land services for residential community developments in
Arizona in the early 1990s.

[PICTURE]

Expansion to Ontario led to providing environmental infrastructure services for
facilities such as the Canadian War Museum in Hamilton.

12                                               Stantec Inc. 2003 Annual Report

<PAGE>

10 YEARS AGO . . .

[PICTURE]

Our Company completed its initial public offering in 1994.

[PICTURE]

The Alberta-Pacific Athabasca Pulp Mill project, completed in 1993, brought us
into the forest products sector.

[PICTURE]

Work began on McKenzie Lake, a residential community development in Calgary,
Alberta, in 1988 and continued into the 1990s.

WE SET A GOAL TO BECOME A PUBLICLY TRADED COMPANY.

With a proven track record of 40 years of uninterrupted profitability to our
credit, we completed an initial public offering in March of 1994 to make room
for a transition in ownership and to support a new plan to raise capital for
growth. The Company was listed on the Toronto Stock Exchange, and the move was
eminently successful. In the years since, our gross revenue, net income, and
basic earnings per share have grown at an impressive compound average annual
rate of 20%, 22%, and 15% respectively. Our consistent performance has improved
shareholder value by over 500% during this period.

Stantec Inc. 2003 Annual Report                                               13

<PAGE>

[PICTURE]

We grew our industrial services to include engineering design for the automotive
manufacturing industry through acquisitions completed in 1997.

[PICTURE]

Our involvement with the Confederation Bridge, a co-structural design and
construction management project 10 years in the making, earned us a global
reputation in bridge design.

[PICTURE]

Since the early 1990s, we have evolved a leading capability in biological
nutrient removal process design for advanced wastewater treatment.

[PICTURE]

Through expansion in the southwest US, we provided landscape architecture
services for the New York, New York Hotel and Casino project in Las Vegas,
Nevada, in 1997.

We reaffirmed our goal to continue growing the Company by expanding our services
and geographic locations.

In 1995 we reached a major milestone in our evolution when our employee numbers
topped 1,000 following the completion of six major acquisitions that
strengthened our market position in Manitoba, Alberta, Arizona, and the Ottawa
area of Ontario. Two years later, the addition of regional leader Paragon
Engineering marked another major Ontario expansion. Further acquisitions in 1997
quickly increased our staff numbers to 1,700. Altogether, since 1994 we have
integrated over 40 firms and more than 2,800 employees into the Stantec family
from throughout Canada, the US, and the Caribbean.

14                                               Stantec Inc. 2003 Annual Report

<PAGE>

Tony Franceschini became President & CEO in 1998.

[PHOTO OF TONY FRANCESCHINI]

5 years ago ...

We set a goal to create a single-brand identity for our Company.

To support our business model, we launched a new global, single-brand identity,
Stantec, in 1998 and began to deliver all Company professional services through
an integrated, client-focused approach. Prior to that time, we had several
identities in different regions, including Stanley in western Canada and
Stantech in the southwest US. The move was a major achievement--in a two-month
period, we sought and received shareholder approval to change the name of over
30 companies and 2,000 staff, completely rearranged our marketing materials,
business cards, and letterheads, and informed all our clients. In 2003 we
undertook another exciting Company-wide initiative to enhance our brand
recognition, rolling out an updated branding program--including new stationery
and marketing materials--that proudly reflects the quality, strength, and
vitality of our Company.

[STANTEC LOGO]

The Stantec logo adopted in 1998 includes a globe with a stylized S. It is the
end product of a process that started 50 years ago when Dr. Stanley first used
the letter S to brand the Company.

[PICTURE]

In 2003 we updated our branding program to strengthen our brand recognition.

Stantec Inc. 2003 Annual Report                                               15

<PAGE>

WE SET A GOAL TO REFINE OUR BUSINESS MODEL.

Geographic diversification: Growth in Ontario's Greater Toronto Area in 2002 led
to providing project management services for the development of the National
Trade Centre.

[PICTURE]

Practice area specialization: Acquisitions completed in 2002 and 2003
strengthened our Environmental Management practice area, giving us one of the
largest ecotoxicity testing labs in North America.

[PICTURE]

Infrastructure life cycle: Projects like the Canada Sound Stage, involving the
reuse of a historic building, increased our work in the maintenance phase in
2002.

[PICTURE]

In the late 1990s, we introduced a focused, three-dimensional business model to
enable us to manage risk while pursuing our objective of continuing to grow our
revenue and earnings. Focused on the infrastructure and facilities sector, it
incorporated geographic diversification, practice area specialization, and
provision of services in all phases of the infrastructure life cycle. The model
promised to ensure that we would not be dependent on any single geographic
region, practice area, or life cycle solution for our business.

Five years later, our model has proven to be sustainable. Today we operate in
four geographic regions in North America--Canada West, Canada Central, the US
Southwest & West, and the US Southeast. In total we have offices in five
provinces and 11 states. We also serve selected international markets in the
Caribbean as well as working with clients in designated areas around the world.
We provide services in 16 distinct specialist practice areas grouped into five
market segments--Buildings, Environment, Industrial, Transportation, and Urban
Land. And we offer specialized services in five life cycle phases--planning,
design, construction, maintenance, and decommissioning. By cross-selling our
expertise among our regions and practice areas, we are able to offer a full
complement of services delivered through one source to clients in both the
public and private sectors.

As we evolve, we continue to strengthen our model by expanding our geographic
reach, bolstering our practice areas, and increasing our work in the five life
cycle phases. In 2003 we achieved several key growth objectives--strengthening
our existing services and operations in Regina, Saskatchewan; boosting our
Architecture & Interior Design and Environmental Management practices to a
top-tier level across the Company; and adding specialized energy management
services to our Power, Resources & Chemicals practice area. Following the first
quarter of 2004, we will celebrate the creation of a new US Northeast region for
our Company, with additional offices in New York, Ohio, Pennsylvania, and Puerto
Rico. Our plan going forward is to continue our growth in all current regions
while expanding outside our existing regions by integrating firms that provide
services in our services matrix. In addition, our strategy is to increase the
depth of our expertise in our current practice areas, particularly in the
Transportation and Environment market segments, both within and outside our
existing regions. We are also excited about the opportunities we will have to
grow services in the biopharmaceuticals sector as a result of the acquisition to
be completed following the first quarter of 2004.

16                                               Stantec Inc. 2003 Annual Report

<PAGE>

[PICTURE]

We are boosting our reputation for creative architectural design through
projects like the futuristic Lake City Skytrain Station in Burnaby, British
Columbia.

[PICTURE]

Our growth to a full-service multidiscipline design firm is evidenced by the
Alberta Heart Institute project in Edmonton for which we are acting as the prime
design consultant.

[PICTURE]

Through projects like the Ellerslie Overpass in Edmonton, we are building on our
strong foundation in roadwork and bridge design.

WE SET A GOAL TO GROW THE COMPANY BETWEEN 15 AND 25% ANNUALLY THROUGH A 10-YEAR
GROWTH PLAN.

In 1998 we took another bold step to facilitate our growth, setting a goal to
become one of the top 10 global design firms with 10,000 employees and $1
billion in annual revenue by the year 2008. The 10-year plan established to
reach this objective relies on growing our Company between 15 and 25% annually,
and at the five-year mark, we are squarely on schedule. Stantec is now a $460
million company with close to 4,000 employees operating out of more than 40
offices. In 2003 our size earned us a 54th-place ranking on the Engineering News
Record's list of Top 150 Global Design Firms, rising from #61 in 2002, and a
28th-place listing on the Swedish Federation of Consulting Engineers and
Architects' survey of the World's Top 200 Consulting Engineering and
Architectural Groups. We were also ranked among the top three hot firms on The
Zweig Letter Hot Firm List--which monitors the fastest-growing architecture and
engineering firms in the US--for the third consecutive year.

Stantec Inc. 2003 Annual Report                                               17

<PAGE>

WE SET A GOAL TO STRENGTHEN OUR INTERNAL SYSTEMS AND PROCESSES TO SUPPORT OUR
GROWTH.

At Stantec we know that our growth to 10,000 employees and $1 billion in annual
revenue will require not only a focused, sustainable business model but also a
solid, integrated infrastructure and well-trained, informed, and equipped staff.
To this end, since the year 2000 we have invested resources in developing our
internal systems and processes and providing ongoing training for our employees.
The first phase of improvement focused on ensuring that our information
technology systems were secure and manageable by moving to 100% hardware and
software compliancy and compatibility across the Company. In 2003 we completed
the second phase--the implementation of a new, integrated business information
system for managing our projects, financial information, human resources, and
business intelligence. We also refined our organization structure during the
year, as well as initiating training programs to support our employees and
introducing an improved employee performance development review process and
human resources information management system. During 2004, we will continue to
update our internal systems and processes in order to keep our staff among the
best-trained, best-informed, and best-equipped employees in our industry and to
maintain a solid base for further growth.

[PICTURE]

Our Marketing Knowledge Center, introduced in 2003, provides employees with a
full range of marketing materials, tools, and information.

[PICTURE]

In 2001 we implemented our Company intranet--StanNet--a Web-based information
resource for all Stantec employees.

[PICTURE]

Since 2000 we have moved to 100% hardware and software compliancy and
compatibility across the Company to ensure the security of our information
technology systems.

18                                               Stantec Inc. 2003 Annual Report

<PAGE>

[PICTURE]

We continue to be recognized as an innovator of environmental solutions that
promote sustainability, including providing biological monitoring services.

[PICTURE]

We look forward to evolving services in the growing biopharmaceuticals sector,
where we are providing project management services for the development of the
Centre for Cellular and Biomolecular Research in Toronto, Ontario.

STANTEC'S SUCCESS ...

Stantec's success did not happen overnight. It was built by decades of
perseverance, determination, and hard work. As we complete our 50th year in
business, we are committed to ensuring that the next 50 years are as remarkable
as the first.

At Stantec we have the same objectives for the future that we have always had in
the past--to grow our Company responsibly and to deliver high-quality services
that contribute positively to the world around us. We are confident that we can
achieve our goals because we have built an organization of dedicated people with
the spirit, imagination, and commitment to execute our operating plan. Ours is a
sustainable, long-term strategy backed by sound business principles, financial
strength, and passion for our work. Through brilliant execution and ongoing
expansion of our professional services, we will continue to create
uncompromising value for our clients, employees, and shareholders.

At Stantec we have inherited a strong legacy of passion, commitment, and bold
ideas, and we are dedicated to carrying on that legacy for decades to come.

We are strengthening our ability to provide bold, innovative solutions in the
Power, Resources & Chemicals practice area.

[PICTURE]

Stantec Inc. 2003 Annual Report                                               19

<PAGE>

[PICTURE]

Jan Mulligan, Director, Financial Reporting,
Don Wilson, Vice President & CFO, and
Dan Lefaivre, Vice President & Corporate Controller

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis, dated February 20, 2004, of Stantec's operations
and financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as the Message to
Shareholders and management discussions included in this annual report.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. The Company cautions readers
that, by their nature, forward-looking statements involve risk and uncertainties
and that the Company's actual actions or results may differ materially.

20                                               Stantec Inc. 2003 Annual Report

<PAGE>

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. The Company refers to and uses
the terms "net revenue" and "gross margin" throughout this analysis, and the
definitions of these terms are provided within the Results section of this
Management's Discussion and Analysis.

VISION, CORE BUSINESS, AND STRATEGY

Stantec provides professional services in infrastructure and facilities. Through
comprehensive service delivery in planning, engineering, architecture, interior
design, landscape architecture, surveying and geomatics, environmental sciences,
project management, and project economics, we support clients through the entire
life cycle of a project--from the initial concept and financial feasibility
phases to project completion and beyond.

Our current Company goal is to become one of the top 10 global design and
professional services firms with $1 billion in annual revenue and 10,000
employees by the year 2008. To achieve this objective, we will continue to
deliver professional services in the infrastructure and facilities market and to
follow an orderly growth plan. We are confident that we can reach our goal
because the market for our services is very large, exceeding US$50 billion in
annual sales, and we have an organization of dedicated people who give us our
competitive advantage--the ability to execute a proven operating strategy
through a focused, sustainable business model. Our three-dimensional
model--built on geographic diversification, practice area specialization, and
provision of services in all five phases of the project life cycle--allows us to
manage risk while pursuing our objective of continued revenue and earnings
growth.

Tallyn's Reach Community Development, Colorado (Urban Land Engineering)

[PICTURE]

Concrete Field Testing, Nevada (Quality Control/Assurance)

[PICTURE]

Stantec Inc. 2003 Annual Report                                               21

<PAGE>

GREAT FACES OF STANTEC

[PICTURE]

Garry Leveck, Vice President, Transportation

[PICTURE]

Teri Livengood, Senior Engineering Coordinator

[PICTURE]

CN Tower Redevelopment, Ontario (Program & Project Management)

[PICTURE]

Susan Radke, Accounting Manager

Linda Stavros, Human Resources Representative

[PICTURE]

GEOGRAPHIC DIVERSIFICATION

Currently, our principal geographic reach includes four economic regions in
Canada and the US as well as a project presence in the Caribbean and other
selected international locations. Our strategy for geographic diversification
has two components. The first is to grow our existing regional operations
through expansion of our services portfolio, particularly in areas where we have
not yet reached a mature market presence. We aim to achieve a minimum market
penetration of $10 million in gross revenue per one million population.
Secondly, our strategy includes expansion outside our existing regions
principally focused on the US and Canada. (We expect that our International
operation will generate less than 10% of our gross revenue through to 2008.)
Geographic expansion is expected to occur primarily through opportunities to
acquire firms that meet our integration criteria and to a lesser extent through
organic growth.

22                                               Stantec Inc. 2003 Annual Report

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF OUIDO NEWMAN]

Ouida Newman, Administrative Receptionist

PRACTICE AREA SPECIALIZATION

Practice area specialization and diversity are achieved by providing services in
16 distinct professional services practice areas that can generally be grouped
into five key market segments--Buildings, Environment, Industrial,
Transportation, and Urban Land. These specialized project services help
differentiate us from our competitors, allowing us to enhance our presence in
new geographic regions and markets and to establish and maintain client
relationships. Our strategy for strengthening this part of our business model is
to increase the depth of our expertise in our current practice areas and to
selectively add complementary practice areas to our operations.

[PHOTO OF JIM DRESCHER]

Jim Drescher, Managing Principal, Urban Land

[PICTURE]

Stockton Essential Services Facility, California (Architecture & Interior
Design)

[PHOTO OF DOUG HAMMING]

Doug Hamming, Senior Associate, Architecture & Interior Design

Stantec Inc. 2003 Annual Report                                               23

<PAGE>

[PICTURE]

Creekside Shopping Center, California (Planning & Landscape Architecture)

GREAT FACES OF STANTEC

Gerrie Whittle, Receptionist

[PHOTO OF GERRIE WHITTLE]

LIFE CYCLE SOLUTIONS

The third element of our business model is the provision of professional
services in all five phases of the project life cycle--planning, design,
construction, maintenance, and decommissioning. This inclusive approach allows
us to supply services during periods of strong new capital project activity
(design and construction) as well as periods of lower new capital project
expenditures (maintenance and rehabilitation). Beginning with the planning and
design stages, we provide conceptual and detailed design services, conduct
feasibility studies, and prepare plans and specifications. During the
construction phase, we generally act as the owners' representative, providing
project management, surveying, and resident engineering services. We focus
exclusively on fee-for-service type work, and we do not, except in rare
circumstances, act as the contractor or take on construction risk. Beyond
project completion, during the maintenance phase, we supply ongoing services for
maintenance and rehabilitation in areas such as facilities and infrastructure
management, facilities operations, and performance engineering. Finally, we
provide decommissioning solutions for taking facilities out of active service.

Through the combined resources of our staff, we are able to undertake
infrastructure and facilities projects of any size for both public and private
sector clients. Currently, the majority of our assignments are considered to be
small to midsize projects with a capital value of less than $100 million and
potential project fees for Stantec of less than $10 million. These types of
projects represent the largest share of the infrastructure and facilities
market. Focusing on this project mix continues to ensure that we do not rely on
a few large, single projects for our revenue and that no single client or
project accounts for more than 5% of our overall business.

24                                               Stantec Inc. 2003 Annual Report

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF ZOE SHIELDS]

Zoe Shields, Administrative Assistant

[PHOTO OF ALICE TEMPLETON]

Alice Templeton, Administrative Services Manager

[PHOTO OF PRIYATOSH RAY]

Priyatosh Ray, Engineer, Environmental Infrastructure

KEY PERFORMANCE DRIVERS

At Stantec our success depends on our ability to attract and retain qualified
people; maximize market opportunities; find, acquire, and integrate firms and/or
new employees into our operations; finance our growth; and achieve a top-three
market penetration in the geographic areas we serve. In 2003 we focused on
strengthening these performance drivers and on building our organization,
people, and systems for future growth. Based on our performance in these areas,
we believe we are well positioned to continue to be a top-three provider of
professional services to the infrastructure and facilities industry in the
geographic areas we serve.

[PICTURE]

Vancouver General Hospital--Radiology, British Columbia (Architecture & Interior
Design)

Stantec Inc. 2003 Annual Report                                               25

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF MARTY CREW]

Marty Crew, Senior Associate, Quality Control/Assurance

[PICTURE]

Surrey Memorial Hospital Ambulatory Care Centre, British Columbia (Architecture
& Interior Design)

PEOPLE

The most important driver of Stantec's performance is our people. Our people are
our most valuable resource because their combined knowledge forms the basis of
the project solutions we deliver to clients. To reach our goal of becoming one
of the top 10 global design firms, we are growing our workforce through a
combination of internal hiring and acquisitions. We measure our performance in
this area by total staff numbers. In 2003 our staff increased to approximately
3,700 from 3,500 in 2002. Currently, our workforce is made up of about 1,850
professionals, 1,300 technical staff, and 550 support personnel. Employee
numbers are expected to continue to grow in 2004 and beyond as we pursue our
vision.

[PHOTO OF RAINER FASSLER]

To attract and retain qualified employees, Stantec offers opportunities to be
part of a multidiscipline team working on challenging projects with some of the
best people in our industry. In 2003 we launched an "employer of choice"
initiative that will focus on strengthening our people-oriented culture. Our
plan is to continue to benchmark and maintain a competitive compensation and
benefits program, emphasize teamwork across the Company, and provide
opportunities for professional development and enhancement. During the year, we
introduced a number of learning programs, including an on-line Stantec
orientation process and training in project and financial management and in our
new business information system. These programs are part of our TIE
initiative--our commitment to having among the best-trained, best-informed,

[PHOTO OF RAINER FASSLER]

26                                               Stantec Inc. 2003 Annual Report

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF ABIGAIL MAYRENA]

Abigail Mayrena, Hydrologist, Urban Land

and best-equipped employees in our industry. We also implemented a revised
performance development review process that addresses personal and career growth
plans, training, and mentoring.

Because of our "diversified portfolio" approach to business--operating in
different regions and practice areas--we are generally able to redeploy a
portion of our workforce in response to changes in local, regional, or national
economies or practice area demand. At present, we see no constraints on the
general availability of qualified staff for our operations. Although there will
always be some areas where it will be difficult to find appropriate staff during
certain periods, as we increase in size we are better able to address these
issues by becoming more capable of using staff from other parts of the Company
either through temporary relocation or work allocation. We are continually
improving our capability to work on projects from multiple office locations
through Web-based technology.

[PHOTO OF KEN DUNCAN]

Ken Duncan, Consultant, Urban Land

[PHOTO OF IDA ROWAT]

Ida Rowat, Marketing Coordinator

[PICTURE]

Long Term Pavement Performance Program, New Jersey (Infrastructure Management &
Pavement Engineering)

Stantec Inc. 2003 Annual Report                                               27

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF BRAD FRIZZELL]

Brad Frizzell, Principal, Urban Land

[PHOTO OF LISA THOMPSON]

Lisa Thompson, Administrative Assistant

INDUSTRY ENVIRONMENT/MARKET OPPORTUNITIES

Another key driver of Stantec's success is our ability to maximize market
opportunities for growth. We recognize that growth is necessary in order to
enhance the depth and breadth of our expertise, broaden our service provision,
increase our shareholder value, provide expanded opportunities for our
employees, and support our information technology systems. Over the last 10
years, we have integrated a total of approximately 2,800 employees into our
operations through a combination of direct hiring and acquisitions. We are
confident that we can continue to capitalize on acquisition opportunities
because we are operating in an industry sector that includes more than 100,000
firms and is estimated to generate over US$50 billion in revenue in North
America every year, of which we currently have less than a 1% market share.
(According to the Engineering News Record, the largest 500 engineering and
architecture companies in the US generated over US$50 billion in fees in 2002.)
Our strategy for increasing this percentage is to combine internal growth with
the acquisition of small to midsize firms that believe in our vision and want to
be part of our growing Company.

In 2003 we completed four acquisitions in our two Canadian regions, adding
approximately 225 employees to our operations. Our focus for the year, however,
was the integration of the 10 firms and approximately 550 employees acquired by
Stantec in 2002. The integration of acquired companies begins immediately
following the acquisition closing date and may take between six months and three
years. We integrate new colleagues into our Company-wide information technology
and financial management systems as

[PICTURE]

Stallion Mountain Community Development, Nevada (Urban Land Engineering)

28                                               Stantec Inc. 2003 Annual Report

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF BRIAN KUGLER]

Brian Kugler, Civil Engineer

[PHOTO OF MARTIN JONES]

Martin Jones, Managing Principal, Urban Land

[PHOTO OF HT LAM]

HT Lam, Associate, Planning & Landscape Architecture

Winnipeg Main Street Streetscaping, Manitoba (Planning & Landscape Architecture,
Transportation Infrastructure)

[PICTURE]

well as provide "back office" support services through our corporate office,
allowing our new colleagues to focus on client service delivery.

Stantec's acquisition program is managed by an acquisition team dedicated to
supporting the Company's growth objectives. The team is responsible for
identifying and pricing acquisition candidates, undertaking and coordinating due
diligence, negotiating and closing transactions, and assisting with the
integration of employees and systems.

FINANCING

Stantec's success is also dependent on our continuing ability to finance our
growth. Adequate financing gives us the flexibility to make appropriate
investments in our future. Over the past 10 years, Stantec has grown at a
compound annual rate of 20%. To fund this growth, the Company requires cash
generated from both internal and external sources. Historically, we have
completed acquisitions using mostly cash and notes, with very little use of the
Company's shares.

We have sought additional equity financing at times when our growth has outpaced
our ability to generate cash inside the Company for maintaining our internal
debt to equity guidelines. Our practice is to raise additional equity to
replenish our cash reserves, pay down debt, or strengthen the Company's balance
sheet. To date we have issued additional shares for these purposes on three
occasions--in 1997, 2000, and 2002.

Stantec Inc. 2003 Annual Report                                               29

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF CLAIRE GAUDET]

Claire Gaudet, Administrative Assistant

[PICTURE]

Ottawa Macdonald-Cartier International Airport, Ontario (Architecture & Interior
Design, Surveys/Geomatics)

[PICTURE]

Woodlands Comprehensive Rezoning Project, British Columbia (Architecture &
Interior Design)

[PHOTO OF MICHELLE GLASKIN-CLAY]

Michelle Glaskin-Clay, Executive Assistant

[PHOTO OF JOHN KRUG]

John Krug, Senior Managing Principal, Surveys/Geomatics

MARKET PENETRATION

Also key to Stantec's success is achieving a certain level of market penetration
in the geographic areas we serve. Our goal is to be among the top three service
providers in our geographic regions and practice areas. With this level of
market presence, we are less likely to be affected by downturns in regional
economies. Top-three positioning also gives us increased opportunities to work
for the best clients, obtain the best projects, and attract the best employees
in a region, and is important for building or maintaining the critical mass of
staff needed to generate consistent performance and support regional
infrastructure.

30                                               Stantec Inc. 2003 Annual Report
<PAGE>
RESULTS

OVERVIEW OF 2003

The following table summarizes certain of the Company's key information:

                           SELECTED ANNUAL INFORMATION
          (in millions of dollars, except per share and share amounts)
                   (prepared in accordance with Canadian GAAP)

<TABLE>
<CAPTION>
                                                                      2002          2001
                                                         2003      (restated)   (restated)
                                                      ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>
Gross revenue                                              459.9        428.5        356.9
Net income                                                  25.1         20.2         15.4
Earnings per share - basic                                  1.37         1.12         0.92
Earnings per share - diluted                                1.31         1.07         0.88
Cash dividends declared per common share                     Nil          Nil          Nil
Total assets                                               326.6        299.0        217.5
Total long-term debt                                        44.6         62.3         24.8
Outstanding common shares - as at December 31         18,327,284   18,282,720   16,846,340
Outstanding common shares - as at February 20, 2004   18,333,724
</TABLE>

The information reflected above is impacted by the following items:

1.    Prior period adjustment -- During 2003, the Company determined with the
      assistance of outside valuators that the intangible assets acquired in
      acquisitions completed subsequent to June 30, 2001, had not been
      appropriately reflected in the allocation of the purchase price. As a
      result, a portion of our goodwill for post June 30, 2001, acquisitions has
      been allocated to identifiable intangible assets (i.e., contract backlog
      and client relationships) and charged to earnings over the estimated
      useful lives of these intangible assets on a straight-line basis. For
      contract backlog, the amortization period ranges from six to 12 months,
      and for client relationships, the amortization period ranges from 10 to 15
      years. The impact of this change is more fully described in note 2 to the
      consolidated financial statements.

2.    The Company completed four acquisitions in 2003, 10 in 2002, and six in
      2001. Each of these acquisitions will impact the level of the gross
      revenue earned in the year of acquisition and going forward as further
      explained in the Results of Operations section below.

3.    Effective January 1, 2002, as disclosed in note 1 to the consolidated
      financial statements, our Company changed the designation of our US-based
      subsidiaries to self-sustaining, resulting in a change in the method of
      translation from the temporal method to the current rate method. This
      change results in the impact of foreign currency fluctuations on our
      US-based subsidiary operations being charged to a separate component of
      shareholders' equity in our cumulative

Stantec Inc. 2003 Annual Report

                                                                              31
<PAGE>


      translation account. Prior to 2002, the impact of foreign currency
      fluctuations was reflected through our income statement. The Company
      continues to reflect foreign currency gains and losses through our income
      statement for foreign currency-denominated transactions that occur in our
      Canadian operations.

4.    Also effective January 1, 2002, the Company adopted the recommendations of
      the Canadian Institute of Chartered Accountants for stock-based
      compensation and other stock-based payments on a prospective basis. In
      2002, $45,000 was expensed as stock-based compensation while $600,000 was
      expensed in 2003.

GREAT FACES OF STANTEC

[PHOTO OF JOHN TAKE]

John Take, Office Leader

[PHOTO OF HAYLEY HENDRICKS PARK, NEVADA]

Hayley Hendricks Park, Nevada (Planning & Landscape Architecture)

[PHOTO OF BURLINGTON CANAL LIFT BRIDGE, ONTARIO (TRANSPORTATION INFRASTRUCTURE)]

Burlington Canal Lift Bridge, Ontario

[PHOTO OF ALAN GEE]

Alan Gee, Manager, Human Resources

                                                 Stantec Inc. 2003 Annual Report

32
<PAGE>

HIGHLIGHTS FOR 2003

- -     The results our Company achieved in 2003 were within the expected range we
      set out in our 2002 Management's Discussion and Analysis as follows:

<TABLE>
<CAPTION>
                MEASURE                           EXPECTED RANGE         RESULT ACHIEVED
                -------                           --------------         ---------------
<S>                                            <C>                       <C>
Debt to equity ratio [note 1]                  At or below 0.5 to 1           0.34
Return on equity [note 2]                            At or above 14%          16.3%
Net income as % of net revenue                        At or above 5%           6.4%
Gross margin as % of net revenue                  Between 52 and 54%          53.1%
Administrative expenses as % of net revenue       Between 40 and 42%          39.5%
Effective tax rate                              Between 37.5 and 38%          36.7%
</TABLE>

      Note 1 -- Debt to equity ratio is calculated as long-term debt plus
      current portion of long-term debt plus bank indebtedness less cash and
      cash equivalents, divided by shareholders' equity.

      Note 2 -- Return on equity is calculated as net income for the year
      divided by average shareholders' equity at the end of the last five
      quarters.

- -     New business information system -- In 2002 the Company initiated the
      planning and development of a new business information system for managing
      our projects, financial information, human resources, and business
      intelligence. This initiative continued into 2003, and we marked the
      implementation date of the system at the beginning of the last quarter.
      The implementation of this initiative has had a significant impact on our
      Company's resources -- both in terms of people and finances. Adjusting to
      the breadth of the new system created a significant learning curve for
      employees. One of the short-term impacts was an increase in the time
      required to prepare invoices to send to clients. As a result, we
      experienced an increase in costs and estimated earnings in excess of
      billings during the fourth quarter of 2003. Because this impact was
      expected, we negotiated a temporary increase in our revolving credit
      facility as disclosed in note 7 to the consolidated financial statements.

- -     Growth by acquisition -- In addition to the four acquisitions completed in
      2003, subsequent to the year-end we entered into an agreement, subject to
      the approval of the vendor's shareholders and regulatory approval, to
      acquire The Sear-Brown Group, Inc., a New York-based firm with
      approximately 500 employees. This acquisition, if completed, will be our
      largest acquisition to date.

- -     Earnings per share -- Our basic earnings per share increased 22.3% to
      $1.37 from $1.12 in 2003.

- -     Divestitures -- During 2003, Teshmont Consultants Inc., a 50% equity
      accounted investment, disposed of a portion of its business. In addition,
      effective December 31, 2003, the Company reached an agreement in principle
      to dispose of our 50% share in Lockerbie Stanley Inc.

Stantec Inc. 2003 Annual Report

                                                                              33
<PAGE>

GREAT FACES OF STANTEC

[Photo of Robin Campbell]

Robin Campbell, Technologist, Planning & Landscape Architecture

[PHOTO OF TUWANNA WOOD]

Tuwanna Wood, Accountant

RESULTS OF OPERATIONS

Our Company provides knowledge-based solutions for infrastructure and facilities
projects through value-added professional services principally under
fee-for-service agreements with clients. In the course of providing services, we
incur certain direct costs for subconsultants, equipment, and other expenditures
that are recoverable directly from our clients. These direct costs are included
in our gross revenue. Since such direct costs can vary significantly from
contract to contract, changes in gross revenue may not be indicative of our
revenue trends. Accordingly, we also report net revenue, which is gross revenue
less subconsultant and other direct expenses, and analyze our results in
relation to net revenue rather than gross revenue.

We recognize that the most significant portion of our business is reflected in
our Consulting Services reporting unit as defined and disclosed in the notes to
our consolidated financial statements. The other operating segments, on a
combined basis, are not material to the operations of the Company. Consequently,
we analyze and review the results of our operations on a consolidated basis.

[PHOTO OF MESA TRANSIT MAINTENANCE OPERATIONS FACILITY, ARIZONA]

Mesa Transit Maintenance Operations Facility, Arizona (Transportation

Infrastructure)

                                                 Stantec Inc. 2003 Annual Report

34
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF LEXWEBSTER]

Lex Webster, Project Manager, Buildings Engineering

[PHOTO OF CARLYLE PLACE SENIOR LIVING COMMUNITY, GEORGIA]

Carlyle Place Senior Living Community, Georgia (Surveys/Geomatics, Urban Land
Engineering)

The following table summarizes Stantec's key operating results on a percentage
of net revenue basis and the percentage increase in the dollar amount of these
results from year to year:

<TABLE>
<CAPTION>
                                                               PERCENTAGE OF NET REVENUE    PERCENTAGE INCREASE
                                                            ------------------------------  -------------------
                                                                        2002        2001     2003        2002
                                                             2003     RESTATED    RESTATED  VS 2002    VS 2001
                                                            -------   --------    --------  -------    -------
<S>                                                         <C>       <C>         <C>       <C>        <C>
GROSS REVENUE                                               117.5%     117.3%      119.5%     7.3%      20.0%
NET REVENUE                                                 100.0%     100.0%      100.0%     7.2%      22.2%
Direct payroll costs                                         46.9%      47.6%       46.5%     5.7%      24.9%
GROSS MARGIN                                                 53.1%      52.4%       53.5%     8.6%      19.9%
Administrative and marketing expenses                        39.5%      39.9%       40.9%     6.4%      19.0%
Depreciation of property and equipment                        2.5%       2.6%        2.4%     4.3%      34.2%
Amortization of intangible assets and goodwill [note 1]       0.2%       0.3%        0.6%   (14.3%)    (36.3%)
Net interest expense                                          0.7%       0.7%        0.6%     0.3%      58.5%
Foreign exchange (gains) losses                               0.2%       0.0%       (0.4%)  743.9%     (106.9%)
Share of (income)loss from associated companies              (0.1%)     (0.1%)       0.2%    63.4%     (155.9%)
INCOME BEFORE INCOME TAXES                                   10.1%       9.0%        9.2%    19.7%      20.6%
Income taxes                                                  3.7%       3.5%        4.0%    12.8%       6.8%
NET INCOME                                                    6.4%       5.5%        5.2%    24.2%      31.4%
</TABLE>

 Note 1 -- Effective January 1, 2002, the Company ceased recording amortization
                                on all goodwill.

TheCompany's operating results for 2003 are consistent with the goals we
established in 2002. In particular, our gross margin was within the range we
expected to achieve in 2003, while our administrative and marketing expenses and
effective tax rates were below expected ranges. Our operating results, in
particular administrative and marketing expenses, continue to be influenced by
the number of acquisitions completed in the current and prior two years due to
the length of time required for the integration of such acquisitions. The
majority of the acquisitions

Stantec Inc. 2003 Annual Report

                                                                              35
<PAGE>

completed in 2002 and 2003 were in Canada and were integrated into more mature
operations. The Company's effective tax rate is discussed below.

GROSS AND NET REVENUE

The following tables summarize the impact of certain of the above-noted items on
our gross and net revenue for 2003 compared to 2002 and for 2002 compared to
2001:

<TABLE>
<CAPTION>
GROSS REVENUE (in millions of dollars)                                          2003 VS 2002   2002 VS 2001
- --------------------------------------                                          ------------   ------------
<S>                                                                             <C>            <C>
Increase over prior year                                                            31.4           71.6
                                                                                   -----           ----
Increase (decrease) due to:
   Acquisitions completed in current and prior two years                            41.0           65.9
   Net internal growth                                                              10.2            3.2
   Impact of foreign exchange rates on revenue earned by foreign subsidiaries      (19.8)           2.5
</TABLE>

<TABLE>
<CAPTION>
NET REVENUE (in millions of dollars)                                            2003 VS 2002   2002 VS 2001
- ------------------------------------                                            ------------   ------------
<S>                                                                             <C>            <C>
Increase over prior year                                                            26.3           66.3
                                                                                   -----           ----
Increase(decrease) due to:
   Acquisitions completed in current and prior two years                            36.7           53.5
   Net internal growth                                                               7.0           10.6
   Impact of foreign exchange rates on revenue earned by foreign subsidiaries      (17.4)           2.2
</TABLE>

[BAR GRAPH]

Revenue earned in Canada during 2003 increased to $290.4 million from $238.8
million in 2002, while revenue generated in the US decreased to $161.6 million
from $180.3 million. Revenue earned in our International region in 2003 was $7.9
million, compared to $9.4 million in 2002. The US revenues reported were
impacted by a change in exchange rates of approximately $19 million, as
indicated above. We had expected that our Canadian-based revenue in 2003 would
continue to exceed our US-based revenue based on our 2002 acquisition activity
as well as the anticipated strength of the Canadian economy. Subsequent to the
year-end, we entered into an agreement, subject to the approval of the vendor's
shareholders and regulatory approval, to acquire The Sear-Brown Group, Inc., a
New York-based firm of 500 staff, and we expect this addition to increase the
level of our US revenues in 2004.

AMORTIZATION OF INTANGIBLE ASSETS

As part of the prior period adjustment referred to in note 2 to the consolidated
financial statements, we now amortize identifiable intangible assets.
Amortization rates range from

                                                 Stantec Inc. 2003 Annual Report

36
<PAGE>

less than one year for contract backlog to 10 to 15 years for client
relationships. Amortization expense for 2003 was $925,000, compared to
$1,079,000 for 2002.

FOREIGN EXCHANGE GAINS (LOSSES)

The Company recorded a foreign exchange loss of $0.6 million in 2003, compared
to a foreign exchange loss of $0.1 million in 2002. The foreign exchange losses
incurred in 2002 and 2003 arose on the translation of the foreign-denominated
assets and liabilities held in our Canadian companies and in our non-US-based
foreign subsidiaries. The nature and timing of our foreign currency transactions
did not change significantly during the last year, with most of the transactions
occurring in US dollars.

We have noted that, overall, the Canadian dollar continued to strengthen against
the US dollar from December 2001 to December 2003. As a result of periodic
weakening of the Canadian dollar in 2002, our Company recognized gains and
losses throughout the year resulting in a net loss of $0.1 million. In 2003 the
Canadian dollar demonstrated significant strength relative to the US dollar, and
the impact of this significant change on our overall exposure to foreign
exchange losses resulted in a cumulative loss of $0.6 million for the year. We
will continue to monitor our foreign currency exposures to minimize our exposure
to loss.

INCOME TAXES

The effective tax rate for Stantec in 2003 was 36.7%, compared to 39.0% in 2002
and 43.7% in 2001. We had anticipated that our effective tax rate would be in
the range of 37.5 to 38%. This rate was estimated based on known statutory rate
reductions. Subsequent reductions in statutory rates resulted in the lower
effective tax rate for 2003. This rate reduction continues to be driven
primarily by a drop in federal and provincial Canadian statutory rates -- 2.5%
in 2003 and 2.8% in 2002. In 2002 the impact of the elimination of goodwill
amortization on Stantec's effective tax rate was a reduction of 2.2%, and in
2003 the impact of non-deductible stock compensation expense increased the rate
by approximately 0.6%.

[BAR GRAPH]

[BAR GRAPH]

Stantec Inc. 2003 Annual Report

                                                                              37
<PAGE>

QUARTERLY OPERATING RESULTS

The following is a summary of the Company's quarterly operating results for the
last two fiscal years. Effective January 1, 2003, Stantec converted to a
12-period reporting schedule, and each quarter in 2003

contained three periods totaling 13 weeks. In 2002 and earlier years, the
Company followed a 13-period-per-year reporting schedule. Each of the first,
second, and fourth quarters contained three

periods totaling 12 weeks, and the third quarter contained four periods totaling
16 weeks.

                           QUARTERLY OPERATING RESULTS
               (in millions of dollars, except per share amounts)

<TABLE>
<CAPTION>
                                   2003                            2002
                      --------------------------------------------------------------
                      Dec 31  Sep 30  Jun 30  Mar 31  Dec 31  Sep 30  Jun 30  Mar 31
                      ------  ------  ------  ------  ------  ------  ------  ------
<S>                   <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Gross revenue         111.6   120.8   119.1   108.4   101.8   137.9   104.2    84.6
Net income              6.3     7.3     6.5     5.0     5.6     6.0     5.1     3.5
EPS - basic            0.35    0.40    0.35    0.27    0.31    0.33    0.28    0.20
EPS - diluted          0.33    0.38    0.34    0.26    0.30    0.32    0.27    0.19
</TABLE>

The quarterly earnings per share on a basic and diluted basis are not additive
and may not equal the annual earnings per share reported. This is due to the
effect of shares issued or repurchased during the year on the weighted average
number of shares. Diluted earnings per share on a quarterly and annual basis are
also affected by the change in the market price of the Company's shares.

[BAR GRAPH]

During Q4 03, gross revenue increased $9.8 million, or 9.7%, to $111.6 million
from $101.8 million in Q4 02. Approximately $8.2 million of this increase
resulted from the acquisitions completed in 2001, 2002, and 2003. The additional
week of revenue in Q4 03 resulting from the change in our reporting schedules
added $8.9 million. These items were offset by the effect of a change in foreign
exchange rates of $6.5 million and a reduction in the revenue of existing
operations of $0.8 million.

FINANCIAL CONDITION AND LIQUIDITY

Cash flow from operating activities was $16.9 million in 2003, compared to $36.1
million in 2002 and $13.4 million in 2001. As indicated previously, the Company
implemented our new business information system in the fourth quarter of 2003.
As with any major change in systems, the timing and length of the conversion
activities required to complete the implementation affected our day-to-day
operations. More specifically, these conversion activities impacted the level of
billings that we could generate in the last quarter of the year as evidenced by
the increase in our level of investment in costs and estimated earnings in
excess of billings at the end of the year. The number of days' revenues in this
account increased to 52 days compared to 30 days at the end of

                                                 Stantec Inc. 2003 Annual Report

38
<PAGE>

[PHOTO OF THE FARM AT ARAPAHOE COUNTY COMMUNITY DEVELOPMENT, COLORADO]

The Farm at Arapahoe County Community Development, Colorado (Urban Land
Engineering)

GREAT FACES OF STANTEC

[PHOTO OF GORDON FORBES]

Gordon Forbes, Structural Engineer, Buildings Engineering

2002. Billing activity subsequent to the year-end is returning to preconversion
levels, and we anticipate that our investment in this balance will return to our
normal expected range of between 30 and 35 days.

In 2003, $33.5 million in cash was used in investing activities, compared to
$29.2 million in 2002. We completed fewer acquisitions in 2003 than in 2002,
resulting in a net decrease in cash expended of approximately $11.4 million.
This difference was offset by an increased investment in property and equipment
of $11.3 million in 2003 compared to 2002. The implementation of our new
business information system, the construction of the Stantec Atrium Tower in
Edmonton, and continued renovations to Stantec Centre in Edmonton accounted for
this additional investment. The remaining difference is the amount of proceeds
received in 2002 on the disposition of our minority interest in Linnet Geomatics
International Inc. and on the divestiture of our 50-person operation in
Gatineau, Quebec. The amount of cash used in investing activities in 2002
totaled $29.2 million, compared to $11.4 million in 2001. This difference was
due to the additional $13.6 million spent on acquisitions and the $6.8 million
spent on property and equipment, particularly for renovations to and expansion
of Stantec Centre.

The Company used $21.3 million in cash in financing activities in 2003, compared
to the generation of $29.5 million in 2002 and the use of $12.6 million in 2001.
We issued an additional 1.2 million common shares for net cash proceeds of $18.3
million in 2002 and borrowed $30.0 million on our existing acquisition credit
facility. During 2003, we repaid

Stantec Inc. 2003 Annual Report

                                                                              39
<PAGE>

long-term debt in the amount of $20.6 million, and $1.4 million was used to
repurchase shares of the Company under our Normal Course Issuer Bid. The
following table summarizes the contractual obligations due on our long-term debt
and operating lease commitments:

<TABLE>
<CAPTION>
CONTRACTUAL OBLIGATIONS
(in thousands of dollars)                               Payments Due
- -------------------------         -----------------------------------------------------------------
                                               < than
                                   Total       1 year    2 - 3 years   4 - 5 years    After 5 years
                                  -------      ------    -----------   -----------    -------------
<S>                               <C>          <C>       <C>           <C>            <C>
Long-term debt                     44,575      13,416      16,647          5,665          8,847
Operating lease commitments       111,034      19,038      32,545         24,521         34,930
Total contractual obligations     155,609      32,454      49,192         30,186         43,777
</TABLE>

During 2003, we renegotiated the credit facility we maintain with a major
Canadian chartered bank. Our new credit facility allows for an operating line of
credit of $50 million for the period of October 15, 2003, through February 28,
2004, returning to $20 million thereafter. At December 31, 2003, $8.3 million of
this amount had been used (none had been used at December 31, 2002).

Our shareholders' equity increased $9.1 million to $160.5 million from $151.4
million in 2002. This increase resulted from net income of $25.1 million, the
recognition of the fair value of share-based compensation of $0.6 million in
2003, and the issue of shares on the exercise of options of $0.6 million, offset
by the repurchase of shares pursuant to the Normal Course Issuer Bid of $1.4
million during the year and the $15.8 million change in our cumulative
translation account arising on the translation of our US-based foreign
subsidiaries in 2003. The $15.8 million change is due to the significant
strengthening of the Canadian dollar -- from $0.63 to $0.77 -- in relation to
the US dollar during the year.

Our Normal Course Issuer Bid was renewed in 2003 and allows the Company to
repurchase up to 550,311 shares. We continue to believe that, from time to time,
the market price of our common shares does not fully reflect the value of our
business or future business prospects and that, at such

GREAT FACES OF STANTEC

[PHOTO OF STEVEN VOLL]

Steven Voll, Managing Principal, Manufacturing/Industrial

[PHOTO OF CHARLOTTE SMITH]

Charlotte Smith, Administrative Assistant

[PHOTO OF DONNY JOHNSON]

Donny Johnson, Project Manager, Transportation

                                                 Stantec Inc. 2003 Annual Report

40
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF BOB DAWSON]

Bob Dawson,Vice President, Environment

[PHOTO OF DEBRA MOLLET]

Debra Mollet, Civil Engineer, Urban Land

Dan Richert, Technologist, Environmental Management

[PHOTO OF DAN RICHERT]

[PHOTO OF WILLIAMS CAFETERIA, NORTH CAROLINA AGRICULTURE AND TECHNICAL STATE
UNIVERSITY, NORTH CAROLINA]

Williams Cafeteria, North Carolina Agriculture and Technical State University,
North Carolina (Buildings Engineering, Architecture & Interior Design)

times, outstanding common shares are an attractive, appropriate, and desirable
use of available Company funds. Consequently, in 2003 we purchased 74,700 common
shares at an average price of $18.63 per share for an aggregate price of
$1,392,000. In 2002 we purchased 54,600 common shares at an average price of
$16.12 per share for an aggregate price of $880,000.

ACQUISITIONS

Our Company completed four acquisitions in 2003 for total consideration of $9.4
million and 10 acquisitions in 2002 for total consideration of $38.5 million.

In January 2003, the Company acquired the shares of Vancouver, British
Columbia-based APAI Architecture Inc. and Mandalian Enterprises Limited, a
comprehensive architectural design services firm, to expand our Architecture &
Interior Design practice area. This addition was followed in May by the
acquisition of Ecological Services Group Inc., an environmental consulting firm
headquartered in Guelph, Ontario. We then acquired the assets and business of
Optimum Energy Management Inc. in November. This Calgary, Alberta-based firm
specializes in industrial energy management services and complements our Power,
Resources & Chemicals practice area. In December the team from Inner Dimension
Design Associates joined our Regina, Saskatchewan, office to provide
professional services in interior design.

Stantec Inc. 2003 Annual Report

                                                                              41
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF LINDA TOMLINSON]

Linda Tomlinson, Office Administrator

[PHOTO OF BRIAN JOHNSON]

Brian Johnson, Vice President, British Columbia

[PHOTO OF JACQUES GAUTHIER]

Jacques Gauthier, Associate, Architecture & Interior Design

FUTURE EXPECTATIONS

Our Company continues to operate in a highly diverse infrastructure and
facilities market within a North American economy that is demonstrating
significant divergence across regions. The market involves numerous technical
disciplines, clients, and industries and engages both the private and public
sectors. Over the next few years, we expect the demand for services in this
market to be driven by continued population growth, government regulations, and
the need to maintain, upgrade, and replace an aging North American
infrastructure. The industry should also benefit from continued outsourcing of
technical services, especially in the public sector. Its fortunes are at least
partially tied to the performance of the economy, and the overall outlook
heading into 2004 is promising.

The US economy is forecasted to show continued strength as the impacts of
aggressive monetary and fiscal incentives take effect. During 2003, federal rate
and tax cuts were successful in encouraging consumer spending, resulting in a
strong year for housing construction, while business investment was slower to
respond, and we have yet to see a significant rebound in a weak commercial
infrastructure market. In addition, certain market segments, such as
transportation, remain highly dependent on government allocations to programs
such as the Transportation Equity Act for the 21st Century and its successors.
Although federal government spending has remained strong throughout the economic
downturn of the past few years, several state and local governments have been
forced to curtail their spending in response to lower tax revenues and budget
shortfalls. State and local spending is expected to rebound, however, in the
next 12 to 18 months, concurrent with an overall economic recovery. McGraw Hill
Construction and other sources are predicting a modest to strong increase in
overall construction spending in the US in 2004, depending on the degree of an
anticipated slowdown in the residential market.

At the same time, Canada's economy is forecasted to improve in 2004 while
underperforming that of the US. Domestic demand is expected to be strong, and
although the strong Canadian dollar continues to impact exports, improved US
demand resulting from greater economic activity is anticipated to offset this
effect. More specifically, the demand for housing is expected to remain robust
fueled by low interest rates, job

                                                 Stantec Inc. 2003 Annual Report

42
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF MICHAEL UNGER]

Michael Unger, Managing Principal, Urban Land

[PHOTO OF TREVOR PASIKA]

Trevor Pasika, Survey Technologist

[PHOTO OF JUDI STEWART]

Judi Stewart, Senior Marketing Coordinator

and income growth, and strong market conditions. Housing starts are expected to
moderate only slightly in 2004 from a 15-year high in 2003, contributing to
ongoing strong performance in Stantec's Urban Land market segment. As well,
indications are that the institutional sector, which has been the driving force
behind non-residential construction over the past three years, with the greatest
investment going into health care and educational facilities, will continue to
be strong in 2004.

Within this market outlook, our Company expects to achieve continued growth
through a combination of internal hiring and acquisitions. We target long-term
average compound growth rates of 15 to 25%, although not every year may see
growth in this range. We have chosen this target because we believe it is an
achievable goal that allows us to enhance the depth of our expertise, broaden
our service provision, provide expanded opportunities to our employees, and
support our information technology systems. Our ability to continue to grow at
this rate depends to a large extent on the availability of acquisition
opportunities. Since our industry is composed of 100,000, mostly small firms,
there are many acquisition candidates. At any one time, we are engaged in
discussions with up to 20 or more firms. Currently, the firms with which we are
in some stage of discussion have between 10 and 750 employees.

[PHOTO OF INDEPENDENCE BOULEVARD UTILITY RELOCATION EVALUATION, NORTH CAROLINA]

Independence Boulevard Utility Relocation Evaluation, North Carolina (Urban Land
Engineering)

Stantec Inc. 2003 Annual Report

                                                                              43
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF NANCY WILSON]

Nancy Wilson, Financial Manager

We plan to support this level of growth through a combination of cash flow from
operations and additional financing while maintaining a return on equity at or
above 14% and a net income at or above 5% of net revenue. Although we believe
that an appropriate target for a normal debt to equity ratio for our Company is
at or below .5 to 1, opportunities to conclude transactions may require us to
increase the amount of debt we carry beyond that limit. If the need to finance a
larger acquisition arises, we will seek to raise cash through additional share
issues.

Looking at the results of our current mix of project activity in the US and
Canada, we anticipate that our gross margin as a percentage of net revenue will
remain in the range of 52 to 54% for 2004 and that administrative expenses will
remain in the range of 39 to 41% of net revenue. We expect our effective tax
rate for 2004 to be between 36.5 to 37.5%. Although the federal Canadian
statutory tax rate will decrease by 2% in 2004, this reduction will be offset in
part by an increase in provincial statutory rates as well as an anticipated
increase in revenue from our US-based operations.

[PHOTO OF UNIVERSITY COLLEGE OF THE CARIBOO CAMPUS PLAN, BRITISH COLUMBIA]

University College of the Cariboo Campus Plan, British Columbia (Architecture &
Interior Design)

[PHOTO OF CRAIG RUARK]

Craig Ruark, Business Development Manager

                                                 Stantec Inc. 2003 Annual Report

44
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF RICK GROSS]

Rick Gross, Senior Designer, Mechanical

[PHOTO OF BRENDA ARSENAULT]

Brenda Arsenault, Quality Control Coordinator

[PHOTO OF OREST KLUFAS]

Orest Klufas, Architect

[PHOTO OF MISSION HILLS PARK, NEVADA (PLANNING & LANDSCAPE ARCHITECTURE)]

Mission Hills Park, Nevada (Planning & Landscape Architecture)

RISK

OPERATIONS

Like all professional services firms in the infrastructure and facilities
industry, Stantec is exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

      -     Timing of completion and potential cancellation of client orders and
            projects

      -     Our ability to complete projects on schedule and within budget

      -     Our clients' satisfaction with the quality of our services

      -     Potential litigation through exposure to third-party claims

      -     Competition for new contracts, including pricing pressures

      -     Economic factors that impact the ability of clients to contract for
            our services

      -     Availability of qualified staff and personnel

      -     Quality of our clients and their credit risk

      -     Our ability to obtain the necessary licenses and permits to carry
            out our projects

      -     Risks associated with working in international locations.

We mitigate our operating risks through our business strategy and other
protective measures. As mentioned previously, our three-dimensional business
model of geographic, practice area, and life cycle diversification minimizes our
dependency on any particular industry or economic sector for our income. Stantec
also protects itself from exposure to competition by entering into a diverse
range of contracts with a wide range of fee amounts.

Stantec Inc. 2003 Annual Report

                                                                              45
<PAGE>

To address the risk of competition for qualified personnel, we offer a number of
employment incentives, including training programs, employee share ownership
(for Canadian employees), and opportunities for professional development and
enhancement, along with compensation plans that we believe to be innovative,
flexible, and designed to reward top performance. As well, in 2003 we embarked
on an "employer of choice" initiative to maintain our ability to attract and
retain the most qualified staff.

Our Company also maintains insurance coverage for our operations, including
professional liability insurance. The maximum coverage under our professional
liability policy is generally $25 million per claim and per annum, with a per
claim deductible of $500,000 and an aggregate excess deductible of $2.5 million.
In September 2003, Stantec established a regulated captive insurance company to
insure and fund the payment of any professional liability self-insured
retensions related to claims arising after August 1, 2003. We, or our clients,
also obtain project-specific insurance for designated projects from time to
time. In addition, we invest resources in a Risk Management team dedicated to
providing Company-wide support and guidance on risk avoidance and professional
practices and procedures. One such practice is to carry out select client
evaluations, including credit risk appraisals, before entering into contract
agreements to reduce the risk of non-payment for our services.

In 2003 we launched a new project manager training program for our Company.
Requiring a passing score for each training module, the program is aimed at
skill development in risk mitigation, project planning, quality control and
assurance, and financial administration, among other project management
responsibilities. We believe that improved project management across our
operations will increase our ability to deliver projects on schedule and within
budget.

As well, we believe our experience and knowledge in conducting business outside
North America help us mitigate the risks of undertaking international projects.
This work involves political uncertainties, contracts with foreign clients, and
operating under foreign legal systems.

[PHOTO OF CALGARY CENTRE FOR INNOVATIVE TECHNOLOGY, ALBERTA]

Calgary Centre for Innovative Technology, Alberta (Buildings Engineering)

                                                 Stantec Inc. 2003 Annual Report

46
<PAGE>

MARKET

Our Company is also exposed to various market factors that can affect our
performance. Three such market risks include the availability of debt financing,
the impact of the rate of exchange between Canadian and US dollars, and the
effect of changes in interest rates. We minimize these risks by adhering to
solid financial practices and procedures.

As mentioned previously, our Company currently has a term loan and operating
facility with one financial institution. Although we have continued to meet
required covenant ratios, we have no assurance that debt financing will continue
to be available from our current lender or other financial institutions on
similar terms. As our need for debt financing increases, we will seek financing
from more than one financial institution.

Because significant portions of our Company's revenue and expenses are generated
or incurred in US dollars, we face the challenge of fluctuations in exchange
rates. To the extent that US-dollar revenues are greater than US-dollar expenses
in a strengthening US-dollar environment, we expect a positive impact on our
income from operations. Conversely, to the extent that US-dollar revenues are
greater than US-dollar expenses in a weakening US-dollar environment, we expect
a negative impact. This exchange rate risk primarily reflects, on an annual
basis, the impact of fluctuating exchange rates on the net difference between
total US-dollar professional revenues and US-dollar expenses. Other exchange
risk arises from our non-US-based foreign subsidiaries. The Company's income
from operations will be impacted by exchange rate fluctuations used in
translating these revenues and expenses. In addition, the impact of exchange
rates on the balance sheet accounts of our non-US-based foreign subsidiaries
will impact our operating results. We also continue to be exposed to exchange
rate risk for the US-dollar and other foreign currency-denominated balance sheet
items carried by our Canadian and International operations.

GREAT FACES OF STANTEC

[PHOTO OF TIM LINES]

Tim Lines, Managing Principal, Environmental Infrastructure

[PHOTO OF SANMING WASTEWATER TREATMENT PLANT,LIANGYANG SANMING,
CHINA]

Sanming Wastewater Treatment Plant,Liangyang Sanming, China(Environmental
Infrastructure)

Stantec Inc. 2003 Annual Report

                                                                              47
<PAGE>

In addition, changes in interest rates present a risk to our performance. All of
our Company's bank facilities (i.e., operating loans and acquisition loan) and
$87,000 of our outstanding promissory notes carry a floating rate of interest.
We estimate that, based on our balances at December 31, 2003, a 1% change in
interest rates would impact our earnings per share by approximately $0.02.

GREAT FACES OF STANTEC

[PHOTO OF CHRIS VAN BUSSEL]

Chris Van Bussel, Senior Vice President, Urban Land

[PHOTO OF MOHAWK/MCMASTER INSTITUTE FOR APPLIED HEALTH SCIENCES, ONTARIO]

Mohawk/McMaster Institute for Applied Health Sciences, Ontario (Buildings
Engineering)

[PHOTO OF NIAGARA FALLS CASINO/GATEWAY PROJECT, ONTARIO]

Niagara Falls Casino/Gateway Project, Ontario (Program & Project Management)

[PHOTO OF ENVIRONMENTAL EFFECTS MONITORING, ONTARIO]

Environmental Effects Monitoring, Ontario (Environmental Management)

[PHOTO OF MARY-ANNA MCQUADE]

Mary-Anna McQuade, Administrative Assistant

                                                 Stantec Inc. 2003 Annual Report

48
<PAGE>

                                Management Report

The annual report, including the consolidated financial statements, is the
responsibility of the management of the Company. The consolidated financial
statements were prepared by management in accordance with Canadian generally
accepted accounting principles. Where alternative accounting methods exist,
management has chosen those it considers most appropriate in the circumstances.
The significant accounting policies used are described in note 1 to the
consolidated financial statements. Certain amounts in the financial statements
are based on estimates and judgments relating to matters not concluded by
year-end. The integrity of the information presented in the financial statements
is the responsibility of management. Financial information presented elsewhere
in this annual report has been prepared by management and is consistent with the
information in the consolidated financial statements.

Management is responsible for the development and maintenance of systems of
internal accounting and administrative controls of high quality. Such systems
are designed to provide reasonable assurance that the financial information is
accurate, relevant, and reliable and that the Company's assets are appropriately
accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its
responsibilities and for final approval of the annual consolidated financial
statements. The Board has appointed an Audit Committee comprising three
Directors, none of whom is an officer or employee of the Company or its
subsidiaries. The Audit Committee meets at least four times each year to
discharge its responsibilities under a written mandate from the Board of
Directors. The Audit Committee meets with management and with the external
auditors to satisfy itself that they are properly discharging their
responsibilities, reviews the consolidated financial statements and the
Auditors' Report, and examines other auditing and accounting matters. The Audit
Committee has reviewed the audited consolidated financial statements with
management, including a discussion of the quality of the accounting principles
as applied and significant judgements affecting the Company's consolidated
financial statements. The Audit Committee has discussed with the external
auditors the external auditors' judgements of the quality of those principles as
applied and judgements noted above. The consolidated financial statements have
been reviewed by the Audit Committee and approved by the Board of Directors of
Stantec Inc.

The consolidated financial statements have been examined by the shareholders'
auditors, Ernst & Young LLP, Chartered Accountants. The Auditors' Report
outlines the nature of their examination and their opinion on the consolidated
financial statements of the Company. The external auditors have full and
unrestricted access to the Audit Committee, with or without management being
present.

/s/ Tony Franceschini P.Eng.             /s/ Don Wilson CA
Tony Franceschini P.Eng.                 Don Wilson CA
President & CEO                          Vice President & CFO
February 20, 2004                        February 20, 2004

Stantec Inc. 2003 Annual Report

                                                                              49
<PAGE>

                                Auditors' Report

To the Shareholders of
STANTEC INC.

We have audited the consolidated balance sheets of STANTEC INC. as at December
31, 2003 and 2002 and the consolidated statements of income and retained
earnings and cash flows for the years then ended. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.

/s/ Epxst & young LLP
CHARTERED ACCOUNTANTS
Edmonton, Canada
February 20, 2004

                                                 Stantec Inc. 2003 Annual Report

50
<PAGE>

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
As at December 31                                                             2003          2002
(in thousands of dollars)                                                       $            $
- -------------------------                                                    -------      --------
<S>                                                                          <C>          <C>
                                                                                          restated
                                                                                          [note 2]
ASSETS [note 7]
CURRENT
Cash and cash equivalents                                                      7,343        29,202
Accounts receivable                                                           87,101        85,940
Costs and estimated earnings in excess of billings                            67,094        35,752
Income taxes recoverable                                                       6,921           807
Prepaid expenses                                                               3,246         3,362
Future income tax assets [note 13]                                             5,924         8,198
                                                                             -------      --------
                                                                             177,629       163,261
Property and equipment [note 4]                                               67,670        51,747
Investment in associated companies                                             1,844         1,264
Investments - other                                                            1,137         1,471
Goodwill [note 5]                                                             69,696        72,423
Intangible assets [note 6]                                                     5,112         4,817
Future income tax assets [note 13]                                             3,487         4,018
                                                                             -------      --------
                                                                             326,575       299,001
                                                                             =======      ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness [note 7]                                                    17,151             -
Accounts payable and accrued liabilities                                      70,255        57,413
Billings in excess of costs and estimated earnings                            16,882        12,706
Current portion of long-term debt [note 8]                                    13,416        20,526
Future income tax liabilities [note 13]                                       10,802         8,650
                                                                             -------      --------
                                                                             128,506        99,295
Long-term debt [note 8]                                                       31,159        41,730
Future income tax liabilities [note 13]                                        6,382         6,550
                                                                             -------      --------
                                                                             166,047       147,575
                                                                             -------      --------

COMMITMENTS AND CONTINGENCIES [notes 9 and 10]
SHAREHOLDERS' EQUITY
Share capital [note 11]                                                       84,281        83,973
Contributed surplus [note 11]                                                  1,842         1,247
Cumulative translation account [note 12]                                     (13,861)        1,966
Retained earnings                                                             88,266        64,240
                                                                             -------      --------
                                                                             160,528       151,426
                                                                             -------      --------
                                                                             326,575       299,001
                                                                             =======      ========
</TABLE>

See accompanying notes

On behalf of the Board:

[ILLEGIBLE]                                                          [ILLEGIBLE]
Director                                                             Director

Stantec Inc. 2003 Annual Report                                               51

<PAGE>

                             Consolidated Statements
                         of Income and Retained Earnings

<TABLE>
<CAPTION>
Years ended December 31                                                             2003          2002
(in thousands of dollars)                                                            $              $
- -------------------------                                                          -------      --------
<S>                                                                                <C>          <C>
                                                                                                restated
                                                                                                [note 2]
INCOME
Gross revenue                                                                      459,942       428,456
Less subconsultant costs and other direct expenses                                  68,546        63,308
                                                                                   -------      --------
NET REVENUE                                                                        391,396       365,148
Direct payroll costs                                                               183,471       173,609
                                                                                   -------      --------
GROSS MARGIN                                                                       207,925       191,539
Administrative and marketing expenses                                              154,788       145,515
Depreciation of property and equipment                                               9,912         9,502
Amortization of intangible assets                                                      925         1,079
Net interest expense [note 8]                                                        2,637         2,630
Foreign exchange losses                                                                615            73
Share of income from associated companies                                             (580)         (355)
                                                                                   -------      --------
INCOME BEFORE INCOME TAXES                                                          39,628        33,095
                                                                                   -------      --------
INCOME TAXES [note 13]
Current                                                                             10,050        12,949
Future                                                                               4,508           (46)
                                                                                   -------      --------
                                                                                    14,558        12,903
                                                                                   -------      --------

NET INCOME FOR THE YEAR                                                             25,070        20,192
                                                                                   =======      ========

RETAINED EARNINGS,BEGINNING OF THE YEAR, AS PREVIOUSLY REPORTED                     64,905        44,701
Prior period adjustment [note 2]                                                      (665)          (11)
                                                                                   -------      --------
RETAINED EARNINGS,BEGINNING OF THE YEAR, AS RESTATED                                64,240        44,690
Net income for the year                                                             25,070        20,192
Shares repurchased [note 11]                                                        (1,044)         (642)
                                                                                   -------      --------
RETAINED EARNINGS,END OF THE YEAR                                                   88,266        64,240
                                                                                   =======      ========

EARNINGS PER SHARE [notes 2 and 14]
Basic                                                                                 1.37          1.12
Diluted                                                                               1.31          1.07
</TABLE>

See accompanying notes

52                                               Stantec Inc. 2003 Annual Report

<PAGE>

                             Consolidated Statements
                                  of Cash Flows

<TABLE>
<CAPTION>
Years ended December 31                                                              2003          2002
(in thousands of dollars)                                                             $             $
- -------------------------                                                          --------      --------
<S>                                                                                <C>           <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                                          465,114       437,354
Cash paid to suppliers                                                             (156,460)     (128,148)
Cash paid to employees                                                             (274,444)     (257,667)
Dividends from equity investments                                                         -           175
Interest received                                                                     2,710         3,970
Interest paid                                                                        (4,462)       (6,122)
Income taxes paid                                                                   (15,565)      (13,453)
                                                                                   --------      --------
CASH FLOWS FROM OPERATING ACTIVITIES [note 15]                                       16,893        36,109
                                                                                   --------      --------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and
   bank indebtedness assumed [note 3]                                                (6,046)      (17,409)
Cash of joint venture held for sale [note 16]                                          (369)            -
Proceeds on disposition of investments                                                  195         2,158
Proceeds on disposition of subsidiary                                                     -         1,856
Purchase of property and equipment                                                  (28,713)      (17,444)
Proceeds on disposition of property and equipment                                     1,444         1,612
                                                                                   --------      --------
CASH FLOWS USED IN INVESTING ACTIVITIES                                             (33,489)      (29,227)
                                                                                   --------      --------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                                                         (20,592)      (18,619)
Proceeds from long-term borrowings                                                        -        30,540
Repurchase of shares for cancellation [note 11]                                      (1,392)         (880)
Proceeds from issue of share capital                                                    651        18,484
                                                                                   --------      --------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                                      (21,333)       29,525
                                                                                   --------      --------

Foreign exchange loss on cash held in foreign currency                               (1,081)          (60)
                                                                                   --------      --------

NET INCREASE (DECREASE) IN CASH                                                     (39,010)       36,347
Cash, beginning of the year                                                          29,202        (7,145)
                                                                                   --------      --------
CASH,END OF THE YEAR                                                                 (9,808)       29,202
                                                                                   ========      ========

CASH CONSISTS OF
Cash and cash equivalents                                                             7,343        29,202
Bank indebtedness                                                                   (17,151)            -
                                                                                   --------      --------
                                                                                     (9,808)       29,202
                                                                                   ========      ========
</TABLE>

See accompanying notes

Stantec Inc. 2003 Annual Report                                               53

<PAGE>

                             Notes to Consolidated
                              Financial Statements

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

STANTEC INC. ("the Company") is a provider of comprehensive professional
services in the area of infrastructure and facilities for clients in the public
and private sectors. The Company's services include planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences, and project economics.

USE OF ESTIMATES

The preparation of consolidated financial statements in accordance with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates included in the
preparation of these consolidated financial statements include the percentage of
completion of fixed fee and variable fee with ceiling contracts, provisions for
losses on incomplete contracts, allowances for doubtful accounts receivable, the
provision for legal claims, the fair value of stock-based awards, the fair value
of identifiable intangible assets acquired in business acquisitions, and the
future cash flows used to estimate the fair value of reporting units for
goodwill impairment purposes. Actual results may differ from these estimates.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
accounting policies summarized below.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its subsidiary companies, all of which are wholly owned. The results of
operations of subsidiaries acquired during the year are included from their
respective dates of acquisition.

Joint ventures and partnerships are accounted for on the proportionate
consolidation basis, which results in the Company recording its pro rata share
of the assets, liabilities, revenues, and expenses of each of the entities.

INVESTMENTS

Investments in associated companies over which the Company is able to exercise
significant influence, but not control, are accounted for using the equity
method, which reflects the Company's investment at original cost plus its share
of earnings (losses) net of dividends received.

Other investments are recorded at cost. When a loss in value of such investments
occurs that is other than temporary, the investment is written down to recognize
the loss.

FOREIGN CURRENCY TRANSLATION

Transactions denominated in a foreign currency and the financial statements of
foreign subsidiaries (excluding US-based subsidiaries) included in the
consolidated financial statements are translated as follows: monetary items at
the rate of exchange in effect at the balance sheet date; non-monetary items at
historical exchange rates; and revenue and expense items (except depreciation
and amortization, which are translated at historical exchange rates) at the
average exchange rate for the year. Any resulting gains or losses are included
in income in the year incurred.

54                                               Stantec Inc. 2003 Annual Report

<PAGE>

Effective January 1, 2002, the Company's US-based subsidiaries were designated
as self-sustaining operations due to a change in the financial and operational
independence of the operating subsidiaries. As a result, the foreign currency
translation method used for the financial statements of the subsidiaries
included in the consolidated financial statements was changed from the temporal
method, as described above for foreign subsidiaries excluding US-based
subsidiaries, to the current method. Under the current method, assets and
liabilities are translated at the rate of exchange in effect at the balance
sheet date, and revenue and expense items (including depreciation and
amortization) are translated at the average rate of exchange for the year. The
resulting exchange gains and losses are deferred and included as a separate
component of shareholders' equity in the cumulative translation account.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable, costs
and estimated earnings in excess of billings, accounts payable and accrued
liabilities, and billings in excess of costs and estimated earnings approximate
their fair values because of the short-term maturity of those instruments. The
carrying amount of bank indebtedness approximates fair value because the
applicable interest rate is based on variable reference rates or is fixed for a
short term. The carrying values of other financial assets and financial
liabilities approximate fair values except as otherwise disclosed in the
financial statements.

CASH AND CASH EQUIVALENTS

Cash equivalents include all investments with initial maturities of three months
or less. Such investments are carried at the lower of cost or market value.

CREDIT RISK

Financial instruments that subject the Company to credit risk consist primarily
of cash, accounts receivable, and costs and estimated earnings in excess of
billings. The Company maintains an allowance for estimated credit losses. The
Company provides services to diverse clients in various industries and sectors
of the economy, and our credit risk is not concentrated in any particular
client, industr y, economic, or geographic sector.

EMPLOYEE BENEFIT PLANS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such contributions as an expense
in the period that the contributions are made. The Company does not provide
postemployment or postretirement benefits.

REVENUE RECOGNITION

In the course of providing its services, the Company incurs certain direct costs
for subconsultants and other expenditures that are recoverable directly from
clients. These direct costs are included in the Company's gross revenue. Since
such direct costs can vary significantly from contract to contract, changes in
gross revenue may not be indicative of the Company's revenue trends.
Accordingly, the Company also reports net revenue, which is gross revenue less
subconsultant and other direct expenses.

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method on a cost-to-cost basis. Contract
revenue is recognized on the ratio of contract costs incurred to total estimated
costs. Provisions for estimated losses on incomplete contracts are made in the
period in which the losses are determined. Revenue from time and material
contracts without stated ceilings and from short-term projects is recognized as
costs are incurred. Revenue is calculated based on billing rates for the
services performed. Costs and estimated earnings in excess of billings
represents work in progress recognized as revenue but not yet invoiced to
clients. Billings in excess of costs and estimated earnings represents amounts
that have been invoiced to clients but not yet recognized as revenue.

Stantec Inc. 2003 Annual Report                                               55

<PAGE>

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost less accumulated depreciation.
Depreciation is calculated at annual rates designed to write off the costs of
assets over their estimated useful lives as follows:

<TABLE>
<S>                                      <C>         <C>
Engineering equipment                    20% - 30%   declining balance
Business information system                          straight-line over 5 years
Office equipment                         20% - 30%   declining balance
Automotive equipment                           30%   declining balance
Leasehold improvements                               straight-line over term of lease
                                                     plus one renewal period to a
                                                     maximum of 15 years
Buildings                                  4% - 5%   declining balance
</TABLE>

GOODWILL AND INTANGIBLE ASSETS

The cost of intangible assets is amortized over the period in which the benefits
of such assets are expected to be realized, principally on a straight-line
basis. The Company's policy is to amortize client relationships with
determinable lives over periods ranging from 10 to 15 years. Contract backlog is
amortized over the estimated contractual lives, generally less than one year.
Other intangible assets include technology and non-compete agreements, which are
being amortized over estimated lives of one to three years. Goodwill is not
amortized but is evaluated annually for impairment by comparing the fair value
of the reporting unit, determined on a discounted after-tax cash flow basis, to
the carrying value. An impairment loss would be recognized if the carrying value
of the goodwill exceeds its fair value.

INCOME TAXES

The Company uses the liability method to account for income taxes. Under this
method, future income tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of assets and
liabilities and measured using the substantively enacted tax rates and laws that
will be in effect when these differences are expected to reverse.

NON-INTEREST BEARING DEBT

Non-interest bearing debt is carried at its present value using discount rates
based on the bank prime rate prevailing at the time the debt was issued. The
discount is applied over the term of the debt and is charged to interest
expense.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

Effective January 1, 2002, the Company adopted the recommendations of the
Canadian Institute of Chartered Accountants for stock-based compensation and
other stock-based payments. As permitted by these recommendations, the Company
adopted the new standards prospectively for new awards granted on or after
January 1, 2002. In years prior to January 1, 2002, the Company recognized no
compensation expense when shares or stock options were issued.

The Company has one share option plan, which is more fully described in note 11,
and accounts for grants under the plan in accordance with the fair value-based
method of accounting for stock-based compensation. Compensation expense for
stock options awarded under the plan is measured at the fair value at the grant
date using the Black-Scholes valuation model and is recognized over the vesting
period of the options granted.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the year. Diluted earnings per share is
computed using the treasury stock method, which assumes that the cash that would
be received on the exercise of options is applied to purchase shares at the
average price during the year and that the difference between the shares issued
upon the exercise of options and the number of shares obtainable under this

56                                               Stantec Inc. 2003 Annual Report

<PAGE>

computation, on a weighted average basis, is added to the number of shares
outstanding. Antidilutive options are not considered in computing diluted
earnings per share.

2.PRIOR PERIOD ADJUSTMENT

During 2003, the Company determined, with the assistance of an independent
valuator, that intangible assets acquired in post June 30, 2001, acquisitions
had not been properly identified and valued in the purchase allocation. As a
result, a portion of goodwill for these acquisitions has been allocated to
identifiable intangible assets (contract backlog, client relationships,
technology, and non-compete agreements). The adjustment has been made
retroactively and results in the following changes to previously reported
financial information:

<TABLE>
<CAPTION>
                                                                                            2002      2001
(in thousands of dollars)                                                                    $          $
- -------------------------                                                                --------     -----
BALANCE SHEETS                                                                           increase/(decrease)
<S>                                                                                      <C>          <C>
Goodwill                                                                                   (3,587)     (437)
Intangible assets                                                                           4,817       709
Future income tax liabilities - current                                                       342        59
Future income tax liabilities - non-current                                                 1,553       224
Retained earnings, beginning of year                                                          (11)        -
Retained earnings, end of year                                                               (665)      (11)
                                                                                         ========     =====
</TABLE>

<TABLE>
<CAPTION>
                                                                                            2002       2001
(in thousands of dollars, except earnings per share amounts)                                  $        $
                                                                                         --------     -----
STATEMENTS OF INCOME                                                                      increase/(decrease)
<S>                                                                                      <C>          <C>
Amortization of intangible assets                                                           1,079        18
Income before income taxes                                                                 (1,079)      (18)
Income taxes                                                                                 (425)       (7)
Net income for the year                                                                      (654)      (11)
Earnings per share - basic                                                                  (0.04)     0.00
Earnings per share - diluted                                                                (0.04)    (0.01)
                                                                                         ========     =====
</TABLE>

The effect of the adjustment for 2003 was to reduce income before income taxes
by $925,000, reduce income tax expense by $346,000, and reduce net income by
$579,000.

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, additional consideration may be payable based on future
performance parameters. As at December 31, 2003, the maximum contingent
consideration that may be payable in 2004 and future years is approximately
$1,168,000. Such additional consideration is recorded as additional goodwill in
the period in which confirmation of the consideration to be paid is known.

During 2003, the Company acquired the shares and businesses of APAI Architecture
Inc. and Mandalian Enterprises Limited ( January 2, 2003) and of Ecological
Services Group Inc. (May 30,

Stantec Inc. 2003 Annual Report                                               57

<PAGE>

2003) for consideration consisting of cash and promissory notes and the net
assets and businesses of Optimum Energy Management Incorporated (October 31,
2003) and Inner Dimension Design Associates Inc. (November 28, 2003) for cash
consideration. The Company also paid additional contingent consideration in
connection with the Cosburn Patterson Mather Limited (2002) acquisition and
adjusted the purchase price on The Pentacore Family Group of Companies (2001),
English Harper Reta Architects (2002), Site Consultants, Inc. (2002), Beak
International Incorporated (2002), GeoViro Engineering Ltd. (2002), McCartan
Consulting Ltd. (2002), and The RPA Group (2002) acquisitions pursuant to price
adjustment clauses included in the purchase agreements.

During 2002, the Company acquired the shares and businesses of McCartan
Consulting Ltd. (January 2, 2002); Webster & Simmonds Surveying Ltd. (February
14, 2002); Cosburn Patterson Mather Limited (February 26, 2002); GKO Engineering
(March 30, 2002); M.R.S.F.M. Holdings Ltd., operating as Graeme & Murray
Consultants Ltd., (April 12, 2002); GeoViro Engineering Ltd. (May 12, 2002);
English Harper Reta Architects ( June 14, 2002); Site Consultants, Inc. ( June
14, 2002); The RPA Group (July 19, 2002); and Beak International Incorporated
(October 25, 2002). The Company also paid additional contingent consideration in
connection with the DSAtlantic Corporation (2000) acquisition and reduced the
purchase price on the Eckhoff, Watson and Preator Engineering, Inc. (2000) and
The Pentacore Family Group of Companies (2001) acquisitions pursuant to price
adjustment clauses included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired are as follows:

<TABLE>
<CAPTION>
                                                                        2003       2002
(in thousands of dollars)                                                 $          $
- -------------------------                                              ------     ------
<S>                                                                    <C>        <C>
Cash consideration                                                      4,300     17,736
Share consideration                                                         -      3,712
Promissory notes                                                        3,375     17,356
                                                                       ------     ------
PURCHASE PRICE                                                          7,675     38,804
                                                                       ======     ======

ASSETS AND LIABILITIES ACQUIRED AT FAIR VALUES
Cash acquired (bank indebtedness assumed)                              (1,746)       327
Non-cash working capital                                                3,578     13,859
Property and equipment                                                  1,337      3,498
Investments - other                                                        44          -
Goodwill                                                                3,848     24,533
Intangible assets                                                       1,344      5,187
Long-term debt                                                           (646)    (8,104)
Future income taxes                                                       (84)      (496)
                                                                       ------     ------
NET ASSETS ACQUIRED                                                     7,675     38,804
                                                                       ======     ======
</TABLE>

Of the goodwill, $3,816,000 (2002 - $24,533,000) is non-deductible for income
tax purposes. All of the goodwill is attributable to the Consulting Services
reportable segment [note 17].

58                                               Stantec Inc. 2003 Annual Report

<PAGE>

4. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                  2003                      2002
                                           -----------------------    -----------------------
                                                       ACCUMULATED               Accumulated
                                            COST      DEPRECIATION    Cost       Depreciation
(in thousands of dollars)                    $             $            $             $
- ----------------------------               ------     ------------   ------      ------------
<S>                                        <C>        <C>            <C>         <C>
Engineering equipment                      27,261        12,257      24,887         12,204
Business information system                 7,223           328         181              -
Office equipment                           17,654         6,017      16,620          4,983
Automotive equipment                        3,406         1,850       3,842          2,090
Leasehold improvements                      6,570         1,386       6,485          1,506
Buildings                                  27,191         1,553      20,131          1,535
Land                                        1,756             -       1,919              -
                                           ------        ------      ------         ------
                                           91,061        23,391      74,065         22,318
                                           ------        ------      ------         ------
NET BOOK VALUE                                           67,670                     51,747
                                                         ======                     ======
</TABLE>

Included in buildings is a building under construction in the amount of
$8,942,000 (2002 - $248,000) on which depreciation has not started.

5. GOODWILL

<TABLE>
<CAPTION>
                                                                               2003       2002
(in thousands of dollars)                                                       $           $
- ---------------------------------------------------                           ------     ------
<S>                                                                           <C>        <C>
Goodwill, beginning of year, as originally reported                           76,010     47,365
Prior period adjustment [note 2]                                              (3,587)      (437)
                                                                              ------     ------
Goodwill, beginning of year, as restated                                      72,423     46,928
Current year acquisitions                                                      5,047     22,877
Additional purchase price payments                                               925      1,546
Other purchase price adjustments                                              (2,124)       110
Disposition of subsidiary                                                          -       (529)
Impact of foreign exchange on goodwill balances                               (6,575)     1,491
                                                                              ------     ------
GOODWILL,END OF YEAR                                                          69,696     72,423
                                                                              ======     ======
</TABLE>

6. INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                             2003                            2002
                                                -------------------------------   ------------------------------
                                                GROSS CARRYING     ACCUMULATED    GROSS CARRYING    ACCUMULATED
                                                    AMOUNT         AMORTIZATION      AMOUNT         AMORTIZATION
(in thousands of dollars)                             $                 $               $                 $
- ----------------------------------              --------------     ------------   --------------    ------------
<S>                                             <C>                <C>            <C>               <C>
Client relationships                                 5,626              691           4,979               272
Contract backlog                                       905              901             870               816
Other intangible assets                                266               93              66                10
                                                     -----            -----           -----             -----
                                                     6,797            1,685           5,915             1,098
                                                     -----            -----           -----             -----
CARRYING AMOUNT                                                       5,112                             4,817
                                                                      -----                             -----
</TABLE>

Stantec Inc. 2003 Annual Report                                               59

<PAGE>

7.BANK INDEBTEDNESS

The Company has a revolving credit facility in the amount of $20 million (for
the period October 15, 2003, through February 28, 2004 - $50 million) to support
general business operations. The facility matures on July 31, 2004, subject to
extension by the parties for a 364-day period. Depending on the form under which
the credit facility is accessed, rates of interest will vary between Canadian
prime, US base rate, LIBOR rate plus 125 basis points, or bankers acceptance
rates plus 75 basis points. At December 31, 2003, the interest rate on
outstanding bank indebtedness under the credit facility was 4.5%, and the
balance was $8,300,000. The credit facility agreement contains restrictive
covenants including but not limited to debt to earnings ratio, earnings to debt
service ratio, current assets to current liabilities ratio, and a minimum
shareholders' equity. The Company is in compliance with all covenants under this
agreement as at December 31, 2003. All assets of the Company are held as
collateral under a general security agreement for the bank indebtedness and bank
loan [note 8].

Included in bank indebtedness at December 31, 2003, is $6,930,000 related to an
interim loan obtained to finance the construction of Stantec Centre. Interest,
calculated daily at Canadian prime plus 0.25% (2003 - 4.75%), is payable
monthly. The loan is due on the earlier of the demand of the lender, 180 days
from substantial completion of the project, or December 31, 2004. The loan is
supported by a general security agreement and a second mortgage.

8.LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                               2003     2002
(in thousands of dollars)                                       $         $
                                                              ------   ------
<S>                                                           <C>      <C>
Non-interest bearing note payable                                102       93
Other non-interest bearing notes payable                      14,436   24,279
Bank loan                                                     19,186   26,310
Mortgages payable                                             10,609   10,991
Other                                                            242      583
                                                              ------   ------
                                                              44,575   62,256
Less current portion                                          13,416   20,526
                                                              ------   ------
                                                              31,159   41,730
                                                              ======   ======
</TABLE>

The non-interest bearing note payable is due November 1, 2027, in the amount of
$933,000. The note's carrying value of $102,000 is determined applying a
discount rate of 9.75%. If the non-interest bearing note payable were discounted
at interest rates in effect at December 31, 2003, the fair value of the note
would be $124,000 (2002 - $133,000).

The carrying values of the other non-interest bearing notes payable have been
calculated utilizing a weighted average rate of interest of 6.32%. The notes are
due at various times from 2004 to 2008. The notes' aggregate maturity value is
$15,132,000 (2002 - $24,705,000). $206,000 (2002 - $5,786,000) of the notes'
carrying value is payable in US funds (US$158,000; 2002 -US$3,668,000). The
carrying value approximates the fair value of these notes based on interest
rates in effect at December 31, 2003.

The bank loan is due in equal quarterly payments of US$918,000 (or
Canadian-dollar equivalent) plus accrued interest to October 1, 2007, and bears
interest at LIBOR or bankers acceptance rates plus 125 to 165 basis points. The
actual rate is dependent upon certain ratio calculations determined on a
quarterly basis. The interest rate applicable at December 31, 2003, was 3.71%
(2002 - 3.94%). $5,186,000 (2002 - $6,310,000) of the bank loan is denominated
in US dollars (US$4,000,000; 2002 - US$4,000,000). Collateral and restrictive
covenants for the bank loan are described in note 7.

60                                               Stantec Inc. 2003 Annual Report

<PAGE>

The mortgages payable bear interest at a weighted average rate of 7.65%, are due
in 2005 and 2006, and are supported by first mortgages against land and
buildings. Monthly payments are approximately $95,850.

Other long-term debt bears interest at a weighted average rate of 6.78% and is
due at dates ranging from 2004 to 2006. No assets are pledged in support of this
debt.

Principal repayments required on long-term debt in each of the next five years
and thereafter are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                               $
- -------------------------           ----------        ------
<S>                                 <C>               <C>
                                          2004        13,416
                                          2005        10,466
                                          2006         6,181
                                          2007         5,246
                                          2008           419
                                    Thereafter         8,847
                                                      ------
                                                      44,575
                                                      ======
</TABLE>

In 2003 interest of $2,681,000 (2002 - $2,648,000) was incurred on the long-term
debt.

At December 31, 2003, the Company has issued letters of credit totaling
$105,000.

9. COMMITMENTS

Commitments for annual basic premises rent under long-term leases and equipment
and vehicle operating leases for the next five years are as follows: 2004 -
$19,038,000; 2005 -$16,866,000; 2006 - $15,679,000; 2007 - $14,348,000; 2008 -
$10,173,000; and thereafter -$34,930,000.

10. CONTINGENCIES

In the normal conduct of operations, various legal claims are pending against
the Company alleging, among other things, breaches of contract or negligence in
connection with the performance of consulting services. The Company carries
professional liability insurance, subject to certain deductibles and policy
limits, against such claims. In some cases, parties are seeking damages that
substantially exceed the Company's insurance coverage. Based on advice and
information provided by legal counsel, and the Company's previous experience
with the settlement of similar claims, management believes that the Company has
recognized adequate provisions for probable and reasonably estimable liabilities
associated with these claims and that their ultimate resolutions will not
materially exceed insurance coverages or have a material adverse effect on the
consolidated financial position or annual results of operations.

Stantec Inc. 2003 Annual Report                                               61
<PAGE>

11. SHARE CAPITAL

AUTHORIZED
Unlimited     Common shares
Unlimited     Preferred shares issuable in series

COMMON SHARES ISSUED AND OUTSTANDING

<TABLE>
<CAPTION>
                                                     2003                   2002
                                        -----------------------    -------------------
(in thousands of dollars)               # OF SHARES           $   # of shares        $
- ------------------------------------    ------------     ------   -----------   ------
<S>                                     <C>              <C>      <C>           <C>
BALANCE,BEGINNING OF THE YEAR             18,282,720     83,973    16,846,340   61,555
Share options exercised                      119,264        651        29,300      148
Shares repurchased under normal
   course issuer bid                         (74,700)      (343)      (54,600)    (235)
Shares issued on acquisitions                      -          -       261,680    3,712
Shares issued under public offering,
   net of share issue costs                        -          -     1,200,000   18,793
                                          ----------     ------    ----------   ------
BALANCE,END OF THE YEAR                   18,327,284     84,281    18,282,720   83,973
                                          ==========     ======    ==========   ======
</TABLE>

On May 2, 2002, the shareholders approved the subdivision of the Company's
common shares on a two-for-one basis (a "stock split"). The stock split was
effective for registered common shareholders at the close of business on May 15,
2002. All references to common shares, per share amounts, and stock-based
compensation plans in these consolidated financial statements have been restated
to reflect the stock split on a retroactive basis.

During 2003, 74,700 common shares (2002 - 54,600) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$1,392,000 (2002 - $880,000). Of this amount, $343,000 (2002 - $235,000) and
$5,000 (2002 - $3,000) reduced the share capital and contributed surplus
accounts respectively, with $1,044,000 (2002 - $642,000) being charged to
retained earnings.

During 2002, 1,200,000 common shares were issued for cash consideration of
$19,500,000 less share issue costs of $1,164,000 less a future tax recovery of
$457,000.

SHARE OPTIONS

Under the Company's share option plan, options to purchase common shares may be
granted by the Board of Directors to directors, officers, and employees. Options
are granted at exercise prices equal to or greater than fair market value at the
issue date, generally vest evenly over a three-year period, and have contractual
lives that range from five to 10 years. The aggregate number of common shares
reserved for issuance that may be purchased upon the exercise of options granted
pursuant to the plan shall not exceed 1,689,174 common shares. At December 31,
2003, 210,074 options are available for issue.

The Company has granted share options to directors, officers, and employees to
purchase 1,479,100 shares at prices between $3.38 and $27.10 per share. These
options expire on dates between March 30, 2004, and January 2, 2013.

62                                               Stantec Inc. 2003 Annual Report

<PAGE>

<TABLE>
<CAPTION>
                                                   2003                              2002
                                     ----------------------------     -----------------------------
                                                         WEIGHTED                          Weighted
                                                          AVERAGE                           Average
                                        SHARES     EXERCISE PRICE        Shares      Exercise Price
                                             #                  $             #                   $
                                     ---------     --------------     ---------      --------------
<S>                                  <C>           <C>                <C>            <C>
SHARE OPTIONS,BEGINNING OF
THE YEAR                             1,296,200               6.09     1,188,500                5.10
Granted                                307,500              21.29       137,000               14.50
Exercised                             (119,264)              5.46       (29,300)               5.04
Cancelled                               (5,336)             12.62             -                   -
                                     ---------              -----     ---------                ----
SHARE OPTIONS,END OF THE YEAR        1,479,100               9.28     1,296,200                6.09
                                     =========              =====     =========                ====
</TABLE>


The Company has issued options to directors, officers, and employees at December
31, 2003, as follows:

<TABLE>
<CAPTION>
                Options Outstanding                     Options Exercisable
- ---------------------------------------------------   -----------------------
                                  Weighted
                                   Average   Weighted                  Weighted
     Range of                    Remaining    Average                   Average
     Exercise                  Contractual   Exercise        Shares    Exercise
       Prices  Outstanding   Life in Years      Price   Exercisable       Price
            $            #                          $             #           $
- -------------  -----------   -------------   --------   -----------    ---------
<S>            <C>           <C>             <C>        <C>            <C>
  3.38 - 3.60      485,500             2.7       3.55       485,500        3.55
  5.20 - 7.50      555,700             1.3       6.41       555,700        6.41
14.50 - 18.85      190,400             8.8      15.44        43,467       14.50
21.00 - 27.10      247,500             7.6      22.22             -           -
- -------------    ---------             ---      -----     ---------       -----
 3.38 - 27.10    1,479,100             3.4       9.28     1,084,667        5.46
</TABLE>

The fair value of options granted subsequent to January 1, 2002, is determined
at the date of grant using the Black-Scholes option-pricing model. The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics that are significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of the Company's employee stock options.

The estimated fair value of options granted, both at the share market price on
the grant date and in excess of the share market price on the grant date, was
determined using the following weighted average assumptions:

<TABLE>
<CAPTION>
                                                                   2003                        2002
                                                         ------------------------------   ---------
                                                            GRANTED          GRANTED IN     Granted
                                                          AT MARKET    EXCESS OF MARKET   at Market
                                                         ------------------------------------------
<S>                                                      <C>           <C>                <C>
Risk-free interest rate (%)                                    4.42                5.04        4.35
Expected hold period to exercise (years)                        6.1                 9.1         6.0
Volatility in the price of the Company's shares (%)            28.2                28.5        17.5
Dividend yield                                                  0.0                 0.0         0.0
Weighted average fair value per option                         6.61                6.04        4.19
</TABLE>

A share-based compensation expense of $600,000 has been recognized in 2003
($45,000 - 2002).

Stantec Inc. 2003 Annual Report                                               63

<PAGE>

12. CUMULATIVE TRANSLATION ACCOUNT

The foreign currency cumulative translation account represents the unrealized
gain or loss on the Company's net investment in self-sustaining US-based
operations. The change in the cumulative translation account during the year
relates to the fluctuation in the value of the Canadian dollar relative to the
US dollar. Balance sheet accounts denominated in US dollars have been translated
to Canadian dollars at the rate of 1.2965 (2002 - 1.5776).

13. INCOME TAXES

The effective income tax rate in the consolidated statements of income differs
from statutory Canadian tax rates as a result of the following:

<TABLE>
<CAPTION>
                                                            2003       2002
                                                               %          %
                                                            ----       ----
<S>                                                         <C>        <C>
Income tax expense at statutory Canadian rates              36.8       39.3
Increase (decrease) resulting from:
   Loss (income) from associated companies accounted
     for on the equity basis                                (0.6)      (0.3)
   Rate differential on foreign income                       0.6       (0.1)
   Non-deductible expenses:
     Meals and entertainment                                 1.4        1.8
     Stock compensation                                      0.6          -
   Non-taxable foreign income net of non-creditable
     withholding taxes                                      (1.6)      (2.4)
   Other                                                    (0.5)       0.7
                                                            ----        ---
                                                            36.7       39.0
</TABLE>

Significant components of the Company's future income tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                                        2003       2002
(in thousands of dollars)                                                   $          $
- --------------------------------------------------------------         ------     ------
<S>                                                                    <C>        <C>
FUTURE INCOME TAX ASSETS
Differences in timing of deductibility of expenses                      6,060       8,035
Loss carryforwards                                                      2,051       1,932
Share issue and other financing costs                                     431         639
Tax cost of property and equipment in excess of carrying value            645         498
Other                                                                     224       1,112
                                                                        -----      ------
                                                                        9,411      12,216
                                                                        =====      ======
</TABLE>

<TABLE>
<CAPTION>
                                                                         2003        2002
(in thousands of dollars)                                                             $ $
- --------------------------------------------------------------         ------     ------
<S>                                                                    <C>        <C>
FUTURE INCOME TAX LIABILITIES
Cash to accrual adjustments on acquisition of US subsidiaries             508       2,108
Differences in timing of taxability of revenues                         9,955       6,590
Carrying value of property and equipment in excess of tax cost          2,970       1,832
Carrying value of intangible assets in excess of tax cost               1,996       1,895
Other                                                                   1,755       2,775
                                                                       ------      ------
                                                                       17,184      15,200
</TABLE>

64                                               Stantec Inc. 2003 Annual Report

<PAGE>

At December 31, 2003, loss carryforwards of approximately $4,052,000 are
available to reduce the taxable income of certain Canadian subsidiaries. These
losses expire as set out below:

<TABLE>
<CAPTION>
(in thousands of dollars)                               $
- ------------------------                   --------------
<S>                                        <C>      <C>
                                           2006       180
                                           2007       325
                                           2008     1,778
                                           2010       193
                                           2009     1,576
                                                    -----
                                                    4,052
                                                    =====
</TABLE>

In addition, the Company has loss carryforwards of approximately $1,249,000
available to reduce the taxable income of certain US subsidiaries that expire at
varying times over the next 20 years.

The potential income tax benefits that will result from the application of
Canadian and US tax losses have been recognized in these financial statements.

14. EARNINGS PER SHARE

The number of basic and diluted common shares outstanding, as calculated on a
weighted average basis, is as follows:

<TABLE>
<CAPTION>
                                                                                            2003        2002
                                                                                               #           #
- ----------------------------------------------------------------------                ----------  ----------
<S>                                                                                   <C>         <C>
BASIC SHARES OUTSTANDING                                                              18,329,960  17,987,358
Share options (dilutive effect of 1,419,100 options; 2002 - 1,296,200)                   788,056     812,126
                                                                                      ----------  ----------
DILUTED SHARES OUTSTANDING                                                            19,118,016  18,799,484
                                                                                      ==========  ==========
</TABLE>

Stantec Inc. 2003 Annual Report                                               65

<PAGE>

15. CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Cash flows from operating activities determined by the indirect method are as
follows:

<TABLE>
<CAPTION>
                                                                           2003           2002
(in thousands of dollars)                                                     $              $
- -----------------------------------------------------------------       --------       -------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year                                                  25,070         20,192
Add (deduct) items not affecting cash:
   Depreciation of property and equipment                                 9,912          9,502
   Amortization of intangible assets                                        925          1,079
   Future income tax                                                      4,508            (46)
   Loss on dispositions of investments and property and equipment            57             89
   Share-based compensation expense                                         600             45
   Share of income from equity investments                                 (580)          (355)
Dividends from equity investments                                             -            175
                                                                        -------         ------
                                                                         40,492         30,681
                                                                        -------         ------
Change in non-cash working capital accounts:
   Accounts receivable                                                   (1,252)         8,174
   Costs and estimated earnings in excess of billings                   (35,239)        (4,673)
   Prepaid expenses                                                         113             29
   Accounts payable and accrued liabilities                              14,050          4,576
   Billings in excess of costs and estimated earnings                     4,951         (2,147)
   Income taxes payable/recoverable                                      (6,222)          (531)
                                                                        -------         ------
                                                                        (23,599)         5,428
                                                                        -------         ------
CASH FLOWS FROM OPERATING ACTIVITIES                                     16,893         36,109
                                                                        =======         ======
</TABLE>

16. JOINT VENTURES

The Company participates in joint ventures with other parties as follows:

<TABLE>
<CAPTION>
                                                    PERCENTAGE OWNED
                                                       2003     2002
                                                          %        %
                                                    --------    ----
<S>                                                 <C>         <C>
yyC.T. Joint Venture                                     20       20
Lockerbie Stanley Inc.                                    -       50
Stantec - S&L Partnership                                50       50
Colt Stantec Joint Venture                               50       50
Edmonton International Airports Joint Venture            33        -
Pine Creek Consultants Joint Venture                     33        -
                                                         --       --
</TABLE>

Effective December 31, 2003, the Company has an agreement in principle to sell
its 50% interest in Lockerbie Stanley Inc. for proceeds equal to the net book
value at December 31, 2003. Net assets of $312,000 have been reclassified as
assets held for sale and included in accounts receivable as collection of the
proceeds is expected within the next year. No gain or loss for accounting or tax
purposes arises on the disposition of this interest, and the net loss from the
operations recognized in the accounts for 2003 was $78,000.

66                                               Stantec Inc. 2003 Annual Report

<PAGE>

A summary of the assets, liabilities, revenues, expenses, and cash flows
included in the consolidated financial statements related to joint ventures is
as follows:

<TABLE>
<CAPTION>
STATEMENTS OF INCOME                              2003      2002
(in thousands of dollars)                            $         $
- ---------------------------------------         ------    ------
<S>                                             <C>       <C>
Gross revenue                                   11,949    11,174
Subconsultant and other direct expenses          9,611    12,529
Administrative and marketing expenses              776       277
                                                ------    ------
Net income for the year                          1,562    (1,632)
                                                ======    ======

BALANCE SHEETS
Current assets                                   1,547     4,374
                                                ======    ======

Current liabilities                              1,583     5,516
                                                ======    ======
STATEMENTS OF CASH FLOWS

Cash flows used in operating activities            (86)     (425)
                                                ======    ======
</TABLE>

17. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. During 2003, the
Company had seven operating segments of which five have been aggregated into the
Consulting Services reportable segment. The two other operating segments, which
are below the quantitative thresholds in the recommendations of the Canadian
Institute of Chartered Accountants, are disclosed in the Other reportable
segment. Operating segments of the Company are defined as components of the
Company for which separate financial information is available that is evaluated
regularly by the chief operating decision maker in allocating resources and
assessing performance. The chief operating decision maker is the Chief Executive
Officer of the Company.

In addition to the above-noted operating segments, corporate administration
groups also report to the CEO. Whe repra cticable, the Company allocates these
expenses to the operating segments, primarily as a percentage of net revenues.
Certain corporate-level operating expenses are not allocated to operating
segments. The Company does not allocate net intere stexpense, foreign exchange
gains or losses, income from associated companies, or income taxes to its
operating segments.

REPORTABLE SEGMENTS

<TABLE>
<CAPTION>
                                                           2003
                                          -----------------------------------
                                          CONSULTING
                                            SERVICES       OTHER        TOTAL
(in thousands of dollars)                          $           $            $
- ----------------------------------------  ----------      ------      -------
<S>                                       <C>             <C>         <C>
Gross revenue                                455,466       4,476      459,942
Net revenue                                  390,252       1,144      391,396
Depreciation of property and equipment         8,140       1,772        9,912
Amortization of intangible assets                925           -          925
Operating income                              42,789        (489)      42,300
Segment assets                               291,432      35,143      326,575
Expenditures for property and equipment,
   goodwill, and intangible assets            33,337       1,465       34,802
</TABLE>

Stantec Inc. 2003 Annual Report                                               67

<PAGE>

<TABLE>
<CAPTION>
                                                           2002
                                          -----------------------------------
                                          Consulting
                                            Services       Other        Total
(in thousands of dollars)                          $           $            $
- ----------------------------------------  ----------      ------     --------
<S>                                       <C>             <C>        <C>
Gross revenue                                423,884       4,572     428,456
Net revenue                                  363,449       1,699     365,148
Depreciation of property and equipment         8,283       1,219       9,502
Amortization of intangible assets              1,079           -       1,079
Operating income                              30,671       4,772      35,443
Segment assets                               245,192      53,809     299,001
Expenditures for property and equipment,
   goodwill, and intangible assets            48,625       1,669      50,294
</TABLE>

GEOGRAPHIC INFORMATION

<TABLE>
<CAPTION>
                                           2003                   2002
                                ----------------------   -----------------------
                                          PROPERTY AND              Property and
                                            EQUIPMENT,                Equipment,
                                          GOODWILL,AND             Goodwill, and
                                   GROSS    INTANGIBLE     Gross      Intangible
                                REVENUES        ASSETS  Revenues          Assets
(in thousands of dollars)              $             $         $               $
- -------------------------       --------  ------------  --------   -------------
<S>                             <C>       <C>           <C>        <C>
Canada                           290,413       104,088   238,774        76,882
United States                    161,655        37,815   180,296        51,509
International                      7,874           575     9,386           596
- -------------                      -----           ---     -----           ---
                                 459,942       142,478   428,456       128,987
</TABLE>

Gross revenue is attributed to countries based on the location of work
performed.

CUSTOMERS

The Company has a large number of clients in various industries and sectors of
the economy. Gross and net revenue are not concentrated in any particular
client.

18. SUBSEQUENT EVENTS

Subsequent to the year-end, the Company entered into an agreement, subject to
the approval of the vendor's shareholders and regulatory approval, to acquire
the shares and businesses of The Sear-Brown Group, Inc.

19. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the
presentation adopted for the current year.

68                                               Stantec Inc. 2003 Annual Report

<PAGE>

Board of Directors

NEILSON A. "DUTCH" BERTHOLF, JR.(2)
Phoenix, Arizona
Retired Aviation
Director City of
Phoenix

ROBERT J. BRADSHAW (2)
Toronto,
Ontario
Chairman
Contor Industries Limited

E. JOHN (JACK) FINN(1)
Madison,
Connecticut
Corporate Director

ROBERT E. FLYNN (2)
Winnetka,
Illinois
Corporate
Director

ANTHONY P. FRANCESCHINI
Edmonton,
Alberta
President & CEO
Stantec Inc.

WILLIAM D. GRACE (1), (2)
Edmonton,
Alberta
Corporate
Director

STEPHEN D. LISTER (1)
Toronto,
Ontario
Managing Partner
Imperial Capital Corporation

RONALD P. TRIFFO
Edmonton,
Alberta Chairman
Stantec Inc.

(1)   Audit Committee

(2)   Corporate Governance & Compensation Committee

OFFICERS

RONALD P. TRIFFO
Chairman

ANTHONY P. FRANCESCHINI
President & CEO

DONALD W. WILSON
Vice President & CFO

JEFFREY S. LLOYD
Vice President & Secretary

[PICTURE]

SEATED: (from left) Tony Franceschini, Ron Triffo

STANDING: (from left) Dutch Bertholf, Robert Flynn, Robert Bradshaw, Stephen
      Lister, Bill Grace, Jack Finn

Shareholder Information
TRANSFER AGENT

CIBC Mellon Trust Company Calgary, Alberta

AUDITORS
Ernst & Young LLP
Chartered Accountants
Edmonton, Alberta

PRINCIPAL BANK

Canadian Imperial Bank of
Commerce

SECURITIES EXCHANGE LISTING
Stantec shares are traded on the
Toronto Stock Exchange
under the symbol STN.

INVESTOR RELATIONS
Stantec Inc.
10160 - 112
Street Edmonton
AB Canada T5K
2L6 Tel: (780)
917-7000 Fax:
(780) 917-7330
ir@stantec.com

ANNUAL MEETING
May 6, 2004
11:00 AM
Stantec Centre
10160 - 112
Street Edmonton AB
Canada

Stantec Inc. 2003 Annual Report                                              69

<PAGE>

[STANTEC LOGO]

Principal Offices

Stantec Inc.
10160 - 112
Street Edmonton
AB Canada T5K 2L6
Tel: (780)
917-7000 Fax:
(780) 917-7330
corp@stantec.com

Canada West
200 - 325 - 25th
Street SE Calgary AB
T2A 7H8 Tel: (403)
716-8000 Fax: (403)
716-8049
calgary@stantec.com

Canada Central
49 Frederick Street
Kitchener ON N2H 6M7
Tel: (519) 579-4410
Fax: (519) 579-6733
kitchener@stantec.com

US Southwest & West
8211 South 48th
Street Phoenix AZ
85044 Tel: (602)
438-2200 Fax:
(602) 431-9562
phoenix@stantec.com

US Southeast
801 Jones Franklin Road
Suite 300 Raleigh NC 27606
Tel: (919) 851-6866 Fax:
(919) 851-7024
raleigh@stantec.com

International
10160 - 112 Street
Edmonton AB Canada
T5K 2L6 Tel: (780)
917-7000 Fax:
(780) 917-7330
international@stantec.com

[PICTURE]

Local Offices by
Region

Canada West
Calgary, Alberta
Edmonton,
Alberta
Lethbridge,
Alberta Red
Deer, Alberta
Kamloops, British
Columbia Kelowna,
British Columbia
Surrey, British
Columbia Vancouver,
British Columbia
Victoria, British
Columbia Winnipeg,
Manitoba Regina,
Saskatchewan
Saskatoon, Saskatchewan

Canada Central
Brampton,
Ontario Guelph,
Ontario
Hamilton,
Ontario
Kitchener,
Ontario London,
Ontario Markham,
Ontario
Mississauga,
Ontario Ottawa,
Ontario Toronto,
Ontario Windsor,
Ontario

US Southwest & West
Phoenix, Arizona
Tucson, Arizona
Sacramento,
California Denver,
Colorado Las
Vegas, Nevada
Reno, Nevada Salt
Lake City, Utah

US Southeast
Macon, Georgia
McDonough, Georgia
Charlotte, North
Carolina Raleigh, North
Carolina Winston-Salem,
North Carolina Amherst,
New York Lancaster, New
York Charleston, South
Carolina Columbia, South
Carolina Nashville,
Tennessee Richmond,
Virginia

Caribbean
St. Michael, Barbados
stantec.com

70                                               Stantec Inc. 2003 Annual Report
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>11
<FILENAME>t17577exv99w8.txt
<DESCRIPTION>EX-99.8
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .


WE ARE ALWAYS LOOKING FOR WAYS TO IMPROVE OUR ANNUAL REPORT BASED ON FEEDBACK
FROM OUR READERS. PLEASE TAKE A FEW MINUTES TO GIVE US YOUR COMMENTS.
                                                    Check one for each response:

<TABLE>
<S>                                                                <C>         <C>
1. Stantecis Annual Report was easy to read.                       [ ] Agree   [ ] Disagree
2. The Report increased my understanding of Stantec.               [ ] Agree   [ ] Disagree
3. The Report was well designed and laid out.                      [ ] Agree   [ ] Disagree
4. The Report contained the financial information
   I needed to know.                                               [ ] Agree   [ ] Disagree
5. The Report provided the right level of data.                    [ ] Agree   [ ] Disagree
6. I now understand Stantecis performance and growth strategies.   [ ] Agree   [ ] Disagree
7. What I liked about this Annual Report is:_______________________________________________
___________________________________________________________________________________________
8. I think Stantecis Annual Report could be improved by:___________________________________
___________________________________________________________________________________________
</TABLE>

I WOULD LIKE TO RECEIVE MORE/ONGOING INFORMATION ABOUT STANTEC (PLEASE ALSO NOTE
STANTECIS WEBSITE AT WWW.STANTEC.COM).

Check:

[ ] Interim Reports

[ ] Press Releases (via email only)

[ ] Other (name):

To provide feedback, please either fax this card to (780) 917-7330 OR mail this
completed card to the address shown on the reverse. Emails with your comments
are always appreciated at iristantec.com.
Thank you.

Name ___________________________________________________________________________

Address ________________________________________________________________________

City ____________ Prov/State _______________ Postal/Zip Code ___________________

Tel ____________________________ Fax ___________________________________________

Email __________________________________________________________________________

* Info required in order to receive Press Releases.

                                    - - - - -

                                      2003
                                     Annual
                                     Report
                                    Feedback
                                      Card

                          ONE TEAM. INFINITE SOLUTIONS.

                                 [STANTEC LOGO]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>12
<FILENAME>t17577exv99w9.txt
<DESCRIPTION>EX-99.9
<TEXT>
<PAGE>

                                Management Report

The annual report, including the consolidated financial statements, is the
responsibility of the management of the Company. The consolidated financial
statements were prepared by management in accordance with Canadian generally
accepted accounting principles. Where alternative accounting methods exist,
management has chosen those it considers most appropriate in the circumstances.
The significant accounting policies used are described in note 1 to the
consolidated financial statements. Certain amounts in the financial statements
are based on estimates and judgments relating to matters not concluded by
year-end. The integrity of the information presented in the financial statements
is the responsibility of management. Financial information presented elsewhere
in this annual report has been prepared by management and is consistent with the
information in the consolidated financial statements.

Management is responsible for the development and maintenance of systems of
internal accounting and administrative controls of high quality. Such systems
are designed to provide reasonable assurance that the financial information is
accurate, relevant, and reliable and that the Company's assets are appropriately
accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its
responsibilities and for final approval of the annual consolidated financial
statements. The Board has appointed an Audit Committee comprising three
Directors, none of whom is an officer or employee of the Company or its
subsidiaries. The Audit Committee meets at least four times each year to
discharge its responsibilities under a written mandate from the Board of
Directors. The Audit Committee meets with management and with the external
auditors to satisfy itself that they are properly discharging their
responsibilities, reviews the consolidated financial statements and the
Auditors' Report, and examines other auditing and accounting matters. The Audit
Committee has reviewed the audited consolidated financial statements with
management, including a discussion of the quality of the accounting principles
as applied and significant judgements affecting the Company's consolidated
financial statements. The Audit Committee has discussed with the external
auditors the external auditors' judgements of the quality of those principles as
applied and judgements noted above. The consolidated financial statements have
been reviewed by the Audit Committee and approved by the Board of Directors of
Stantec Inc.

The consolidated financial statements have been examined by the shareholders'
auditors, Ernst & Young LLP, Chartered Accountants. The Auditors' Report
outlines the nature of their examination and their opinion on the consolidated
financial statements of the Company. The external auditors have full and
unrestricted access to the Audit Committee, with or without management being
present.

/s/ Tony Franceschini                                 /s/ Don Wilson
- -----------------------------                         --------------------------
Tony Franceschini P.Eng.                              Don Wilson CA
President & CEO                                       Vice President & CFO
February 20, 2004                                     February 20, 2004

Stantec Inc. 2003 Annual Report

                                                                              49
<PAGE>

                                Auditors' Report

To the Shareholders of
STANTEC INC.

We have audited the consolidated balance sheets of STANTEC INC. as at December
31, 2003 and 2002 and the consolidated statements of income and retained
earnings and cash flows for the years then ended. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.

[ERNST & YOUNG LLP]
CHARTERED ACCOUNTANTS
Edmonton, Canada
February 20, 2004

                                                 Stantec Inc. 2003 Annual Report

50
<PAGE>

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
As at December 31                                   2003      2002
(in thousands of dollars)                            $         $
- -------------------------                           ----     -------
                                                             restated
                                                             [note 2]
<S>                                                 <C>       <C>
ASSETS [note]
Current
Cash and cash equivalents                             7,343   29,202
Accounts receivable                                  87,101   85,940
Costs and estimated earnings in excess of billings   67,094   35,752
Income taxes recoverable                              6,921      807
Prepaid expenses                                      3,246    3,362
Future income tax assets [note 13]                    5,924    8,198
                                                    -------  -------
                                                    177,629  163,261
Property and equipment [note 4]                      67,670   51,747
Investment in associated companies                    1,844    1,264
Investments - other                                   1,137    1,471
Goodwill [note 5]                                    69,696   72,423
Intangible assets [notes 6]                           5,112    4,817
Future income tax assets [note 13]                    3,487    4,018
                                                    -------  -------
                                                    326,575  299,001
                                                    =======  =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness [note 7]                           17,151        -
Accounts payable and accrued liabilities             70,255   57,413
Billings in excess of costs and estimated earnings   16,882   12,706
Current portion of long-term debt [note 8]           13,416   20,526
Future income tax liabilities [note 13]              10,802    8,650
                                                    -------  -------
                                                    128,506   99,295
Long-term debt [note 8]                              31,159   41,730
Future income tax liabilities [note 13]               6,382    6,550
                                                    -------  -------
                                                    166,047  147,575
                                                    -------  -------
Commitments and contingencies [notes 9 and 10]
Shareholders' equity
Share capital [note 11]                              84,281   83,973
Contributed surplus [note 11]                         1,842    1,247
Cumulative translation account [note 12]            (13,861)   1,966
Retained earnings                                    88,266   64,240
                                                    -------  -------
                                                    160,528  151,426
                                                    -------  -------
                                                    326,575  299,001
                                                    =======  =======
</TABLE>

See accompanying notes
On behalf of the Board:

/s/ Ronald P. Triffo                                    /s/ Tony Franceschini
- ---------------------------                             ------------------------
Director                                                Director
Ronald P. Triffo                                        Tony Franceschini

Stantec Inc. 2003 Annual Report

                                                                              51
<PAGE>

                             Consolidated Statements
                         of Income and Retained Earnings

<TABLE>
<CAPTION>
Years ended December 31                                          2003          2002
(in thousands of dollars)                                         $             $
- -------------------------                                        ----      --------
                                                                           restated
                                                                           [note 2]
<S>                                                             <C>        <C>
INCOME
Gross revenue                                                     459,942   428,456
Less subconsultant costs and other direct expenses                 68,546    63,308
                                                                 --------  --------
NET REVENUE                                                       391,396   365,148
Direct payroll costs                                              183,471   173,609
                                                                 --------  --------
GROSS MARGIN                                                      207,925   191,539
Administrative and marketing expenses                             154,788   145,515
Depreciation of property and equipment                              9,912     9,502
Amortization of intangible assets                                     925     1,079
Net interest expense [note 8]                                       2,637     2,630
Foreign exchange losses                                               615        73
Share of income from associated companies                            (580)     (355)
                                                                 --------  --------
INCOME BEFORE INCOME TAXES                                         39,628    33,095
                                                                 --------  --------
INCOME TAXES [note 13]
Current                                                            10,050    12,949
Future                                                              4,508       (46)
                                                                 --------  --------
                                                                   14,558    12,903
                                                                 --------  --------

NET INCOME FOR THE YEAR                                            25,070    20,192
                                                                 ========  ========
RETAINED EARNINGS,BEGINNING OF THE YEAR, AS PREVIOUSLY REPORTED    64,905    44,701
Prior period adjustment [note 2]                                     (665)      (11)
                                                                 --------  --------
RETAINED EARNINGS,BEGINNING OF THE YEAR, AS RESTATED               64,240    44,690
Net income for the year                                            25,070    20,192
Shares repurchased [note 11]                                       (1,044)     (642)
                                                                 --------  --------
RETAINED EARNINGS,END OF THE YEAR                                  88,266    64,240
                                                                 ========  ========
EARNINGS PER SHARE [notes 2 and 14]
Basic                                                                1.37      1.12
Diluted                                                              1.31      1.07
</TABLE>

See accompanying notes

                                                 Stantec Inc. 2003 Annual Report

52
<PAGE>

                             Consolidated Statements
                                  of Cash Flows

<TABLE>
<CAPTION>
Years ended December 31                                  2003       2002
(in thousands of dollars)                                 $          $
- -------------------------                               --------  --------
<S>                                                     <C>       <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                               465,114   437,354
Cash paid to suppliers                                  (156,460) (128,148)
Cash paid to employees                                  (274,444) (257,667)
Dividends from equity investments                              -       175

Interest received                                          2,710     3,970
Interest paid                                             (4,462)   (6,122)
Income taxes paid                                        (15,565)  (13,453)
                                                        --------  --------
CASH FLOWS FROM OPERATING ACTIVITIES [note 15]            16,893    36,109
                                                        --------  --------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and
 bank indebtedness assumed [note 3]                       (6,046)  (17,409)
Cash of joint venture held for sale [note 16]               (369)        -
Proceeds on disposition of investments                       195     2,158
Proceeds on disposition of subsidiary                          -     1,856
Purchase of property and equipment                       (28,713)  (17,444)
Proceeds on disposition of property and equipment          1,444     1,612
                                                        --------  --------
CASH FLOWS USED IN INVESTING ACTIVITIES                  (33,489)  (29,227)
                                                        --------  --------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                              (20,592)  (18,619)
Proceeds from long-term borrowings                             -    30,540
Repurchase of shares for cancellation [note 11]           (1,392)     (880)
Proceeds from issue of share capital                         651    18,484
                                                        --------  --------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES           (21,333)   29,525
                                                        --------  --------

Foreign exchange loss on cash held in foreign currency    (1,081)      (60)
                                                        --------  --------

NET INCREASE (DECREASE) IN CASH                          (39,010)   36,347
Cash, beginning of the year                               29,202    (7,145)
                                                        --------  --------
CASH,END OF THE YEAR                                      (9,808)   29,202
                                                        ========  ========

CASH CONSISTS OF
Cash and cash equivalents                                  7,343    29,202
Bank indebtedness                                        (17,151)        -
                                                        --------  --------
                                                          (9,808)   29,202
                                                        ========  ========
</TABLE>

See accompanying notes

Stantec Inc. 2003 Annual Report

                                                                              53
<PAGE>

                              Notes to Consolidated
                              Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

STANTEC INC. ("the Company") is a provider of comprehensive professional
services in the area of infrastructure and facilities for clients in the public
and private sectors. The Company's services include planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences, and project economics.

USE OF ESTIMATES

The preparation of consolidated financial statements in accordance with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates included in the
preparation of these consolidated financial statements include the percentage of
completion of fixed fee and variable fee with ceiling contracts, provisions for
losses on incomplete contracts, allowances for doubtful accounts receivable, the
provision for legal claims, the fair value of stock-based awards, the fair value
of identifiable intangible assets acquired in business acquisitions, and the
future cash flows used to estimate the fair value of reporting units for
goodwill impairment purposes. Actual results may differ from these estimates.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
accounting policies summarized below.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its subsidiary companies, all of which are wholly owned. The results of
operations of subsidiaries acquired during the year are included from their
respective dates of acquisition.

Joint ventures and partnerships are accounted for on the proportionate
consolidation basis, which results in the Company recording its pro rata share
of the assets, liabilities, revenues, and expenses of each of the entities.

INVESTMENTS

Investments in associated companies over which the Company is able to exercise
significant influence, but not control, are accounted for using the equity
method, which reflects the Company's investment at original cost plus its share
of earnings (losses) net of dividends received.

Other investments are recorded at cost. When a loss in value of such investments
occurs that is other than temporary, the investment is written down to recognize
the loss.

FOREIGN CURRENCY TRANSLATION

Transactions denominated in a foreign currency and the financial statements of
foreign subsidiaries (excluding US-based subsidiaries) included in the
consolidated financial statements are translated as follows: monetary items at
the rate of exchange in effect at the balance sheet date; non-monetary items at
historical exchange rates; and revenue and expense items (except depreciation
and amortization, which are translated at historical exchange rates) at the
average exchange rate for the year. Any resulting gains or losses are included
in income in the year incurred.

                                                 Stantec Inc. 2003 Annual Report

54

<PAGE>

Effective January 1, 2002, the Company's US-based subsidiaries were designated
as self-sustaining operations due to a change in the financial and operational
independence of the operating subsidiaries. As a result, the foreign currency
translation method used for the financial statements of the subsidiaries
included in the consolidated financial statements was changed from the temporal
method, as described above for foreign subsidiaries excluding US-based
subsidiaries, to the current method. Under the current method, assets and
liabilities are translated at the rate of exchange in effect at the balance
sheet date, and revenue and expense items (including depreciation and
amortization) are translated at the average rate of exchange for the year. The
resulting exchange gains and losses are deferred and included as a separate
component of shareholders' equity in the cumulative translation account.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable, costs
and estimated earnings in excess of billings, accounts payable and accrued
liabilities, and billings in excess of costs and estimated earnings approximate
their fair values because of the short-term maturity of those instruments. The
carrying amount of bank indebtedness approximates fair value because the
applicable interest rate is based on variable reference rates or is fixed for a
short term. The carrying values of other financial assets and financial
liabilities approximate fair values except as otherwise disclosed in the
financial statements.

CASH AND CASH EQUIVALENTS

Cash equivalents include all investments with initial maturities of three months
or less. Such investments are carried at the lower of cost or market value.

CREDIT RISK

Financial instruments that subject the Company to credit risk consist primarily
of cash, accounts receivable, and costs and estimated earnings in excess of
billings. The Company maintains an allowance for estimated credit losses. The
Company provides services to diverse clients in various industries and sectors
of the economy, and our credit risk is not concentrated in any particular
client, industr y, economic, or geographic sector.

EMPLOYEE BENEFIT PLANS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such contributions as an expense
in the period that the contributions are made. The Company does not provide
postemployment or postretirement benefits.

REVENUE RECOGNITION

In the course of providing its services, the Company incurs certain direct costs
for subconsultants and other expenditures that are recoverable directly from
clients. These direct costs are included in the Company's gross revenue. Since
such direct costs can vary significantly from contract to contract, changes in
gross revenue may not be indicative of the Company's revenue trends.
Accordingly, the Company also reports net revenue, which is gross revenue less
subconsultant and other direct expenses.

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method on a cost-to-cost basis. Contract
revenue is recognized on the ratio of contract costs incurred to total estimated
costs. Provisions for estimated losses on incomplete contracts are made in the
period in which the losses are determined. Revenue from time and material
contracts without stated ceilings and from short-term projects is recognized as
costs are incurred. Revenue is calculated based on billing rates for the
services performed. Costs and estimated earnings in excess of billings
represents work in progress recognized as revenue but not yet invoiced to
clients. Billings in excess of costs and estimated earnings represents amounts
that have been invoiced to clients but not yet recognized as revenue.

Stantec Inc. 2003 Annual Report

                                                                              55
<PAGE>

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost less accumulated depreciation.
Depreciation is calculated at annual rates designed to write off the costs of
assets over their estimated useful lives as follows:

<TABLE>
<S>                             <C>         <C>
Engineering equipment           20% - 30%   declining balance
Business information system                 straight-line over 5 years
Office equipment                20% - 30%   declining balance
Automotive equipment                  30%   declining balance
Leasehold improvements                      straight-line over term of lease
                                                plus one renewal period to a
                                                maximum of 15 years
Buildings                         4% - 5%   declining balance
</TABLE>

GOODWILL AND INTANGIBLE ASSETS

The cost of intangible assets is amortized over the period in which the benefits
of such assets are expected to be realized, principally on a straight-line
basis. The Company's policy is to amortize client relationships with
determinable lives over periods ranging from 10 to 15 years. Contract backlog is
amortized over the estimated contractual lives, generally less than one year.
Other intangible assets include technology and non-compete agreements, which are
being amortized over estimated lives of one to three years. Goodwill is not
amortized but is evaluated annually for impairment by comparing the fair value
of the reporting unit, determined on a discounted after-tax cash flow basis, to
the carrying value. An impairment loss would be recognized if the carrying value
of the goodwill exceeds its fair value.

INCOME TAXES

The Company uses the liability method to account for income taxes. Under this
method, future income tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of assets and
liabilities and measured using the substantively enacted tax rates and laws that
will be in effect when these differences are expected to reverse.

NON-INTEREST BEARING DEBT

Non-interest bearing debt is carried at its present value using discount rates
based on the bank prime rate prevailing at the time the debt was issued. The
discount is applied over the term of the debt and is charged to interest
expense.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

Effective January 1, 2002, the Company adopted the recommendations of the
Canadian Institute of Chartered Accountants for stock-based compensation and
other stock-based payments. As permitted by these recommendations, the Company
adopted the new standards prospectively for new awards granted on or after
January 1, 2002. In years prior to January 1, 2002, the Company recognized no
compensation expense when shares or stock options were issued.

The Company has one share option plan, which is more fully described in note 11,
and accounts for grants under the plan in accordance with the fair value-based
method of accounting for stock-based compensation. Compensation expense for
stock options awarded under the plan is measured at the fair value at the grant
date using the Black-Scholes valuation model and is recognized over the vesting
period of the options granted.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the year. Diluted earnings per share is
computed using the treasury stock method, which assumes that the cash that would
be received on the exercise of options is applied to purchase shares at the
average price during the year and that the difference between the shares issued
upon the exercise of options and the number of shares obtainable under this

                                                 Stantec Inc. 2003 Annual Report

56
<PAGE>

computation, on a weighted average basis, is added to the number of shares
outstanding. Antidilutive options are not considered in computing diluted
earnings per share.

2. PRIOR PERIOD ADJUSTMENT

During 2003, the Company determined, with the assistance of an independent
valuator, that intangible assets acquired in post June 30, 2001, acquisitions
had not been properly identified and valued in the purchase allocation. As a
result, a portion of goodwill for these acquisitions has been allocated to
identifiable intangible assets (contract backlog, client relationships,
technology, and non-compete agreements). The adjustment has been made
retroactively and results in the following changes to previously reported
financial information:

<TABLE>
<CAPTION>
                                                              2002      2001
(in thousands of dollars)                                      $         $
- -------------------------                                    -----    --------
BALANCE SHEETS                                               increase/(decrease)
<S>                                                          <C>       <C>
Goodwill                                                      (3,587)   (437)
Intangible assets                                              4,817     709
Future income tax liabilities - current                          342      59
Future income tax liabilities - non-current                    1,553     224
Retained earnings, beginning of year                             (11)      -
Retained earnings, end of year                                  (665)    (11)
                                                              ======  ======
</TABLE>

<TABLE>
<CAPTION>
                                                                 2002      2001
(in thousands of dollars, except earnings per share amounts)      $          $
- ------------------------------------------------------------     ----      -----
STATEMENTS OF INCOME                                            increase/(decrease)
<S>                                                             <C>      <C>
Amortization of intangible assets                                 1,079      18
Income before income taxes                                       (1,079)    (18)
Income taxes                                                       (425)     (7)
Net income for the year                                            (654)    (11)

Earnings per share - basic                                        (0.04)   0.00
Earnings per share - diluted                                      (0.04)  (0.01)
                                                                 ======  ======
</TABLE>

The effect of the adjustment for 2003 was to reduce income before income taxes
by $925,000, reduce income tax expense by $346,000, and reduce net income by
$579,000.

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, additional consideration may be payable based on future
performance parameters. As at December 31, 2003, the maximum contingent
consideration that may be payable in 2004 and future years is approximately
$1,168,000. Such additional consideration is recorded as additional goodwill in
the period in which confirmation of the consideration to be paid is known.

During 2003, the Company acquired the shares and businesses of APAI Architecture
Inc. and Mandalian Enterprises Limited ( January 2, 2003) and of Ecological
Services Group Inc. (May 30,

Stantec Inc. 2003 Annual Report

                                                                              57
<PAGE>

2003) for consideration consisting of cash and promissory notes and the net
assets and businesses of Optimum Energy Management Incorporated (October 31,
2003) and Inner Dimension Design Associates Inc. (November 28, 2003) for cash
consideration. The Company also paid additional contingent consideration in
connection with the Cosburn Patterson Mather Limited (2002) acquisition and
adjusted the purchase price on The Pentacore Family Group of Companies (2001),
English Harper Reta Architects (2002), Site Consultants, Inc. (2002), Beak
International Incorporated (2002), GeoViro Engineering Ltd. (2002), McCartan
Consulting Ltd. (2002), and The RPA Group (2002) acquisitions pursuant to price
adjustment clauses included in the purchase agreements.

During 2002, the Company acquired the shares and businesses of McCartan
Consulting Ltd. (January 2, 2002); Webster & Simmonds Surveying Ltd. (February
14, 2002); Cosburn Patterson Mather Limited (February 26, 2002); GKO Engineering
(March 30, 2002); M.R.S.F.M. Holdings Ltd., operating as Graeme & Murray
Consultants Ltd., (April 12, 2002); GeoViro Engineering Ltd.(May 12, 2002);
English Harper Reta Architects ( June 14, 2002); Site Consultants, Inc. ( June
14, 2002); The RPA Group (July 19, 2002); and Beak International Incorporated
(October 25, 2002). The Company also paid additional contingent consideration in
connection with the DSAtlantic Corporation (2000) acquisition and reduced the
purchase price on the Eckhoff, Watson and Preator Engineering, Inc. (2000) and
The Pentacore Family Group of Companies (2001) acquisitions pursuant to price
adjustment clauses included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired are as follows:

<TABLE>
<CAPTION>
                                                 2003     2002
(in thousands of dollars)                         $         $
<S>                                             <C>      <C>
Cash consideration                                4,300   17,736
Share consideration                                   -    3,712
Promissory notes                                  3,375   17,356
                                                -------  -------
PURCHASE PRICE                                    7,675   38,804
                                                =======  =======
ASSETS AND LIABILITIES ACQUIRED AT FAIR VALUES
Cash acquired (bank indebtedness assumed)        (1,746)     327
Non-cash working capital                          3,578   13,859
Property and equipment                            1,337    3,498
Investments - other                                  44        -
Goodwill                                          3,848   24,533
Intangible assets                                 1,344    5,187
Long-term debt                                     (646)  (8,104)
Future income taxes                                 (84)    (496)
                                                -------  -------
NET ASSETS ACQUIRED                               7,675   38,804
                                                =======  =======
</TABLE>

Of the goodwill, $3,816,000 (2002 - $24,533,000) is non-deductible for income
tax purposes. All of the goodwill is attributable to the Consulting Services
reportable segment [note 17].

                                                 Stantec Inc. 2003 Annual Report

58
<PAGE>

4. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                             2003                    2002
                                          ACCUMULATED             Accumulated
                                  COST    DEPRECIATION   Cost     Depreciation
(in thousands of dollars)          $           $            $          $
- -------------------------       ------       -----       -----    ------------
<S>                             <C>          <C>         <C>      <C>
Engineering equipment            27,261      12,257      24,887      12,204
Business information system       7,223         328         181           -
Office equipment                 17,654       6,017      16,620       4,983
Automotive equipment              3,406       1,850       3,842       2,090
Leasehold improvements            6,570       1,386       6,485       1,506
Buildings                        27,191       1,553      20,131       1,535
Land                              1,756           -       1,919           -
                                 ------      ------      ------      ------
                                 91,061      23,391      74,065      22,318
                                 ------      ------      ------      ------
NET BOOK VALUE                         67,670                  51,747
                                       ======                  ======
</TABLE>

Included in buildings is a building under construction in the amount of
$8,942,000 (2002 - $248,000) on which depreciation has not started.

5. GOODWILL

<TABLE>
<CAPTION>
                                                      2003    2002
(in thousands of dollars)                              $        $
- -------------------------                            -------  -------
<S>                                                  <C>      <C>
Goodwill, beginning of year, as originally reported   76,010   47,365
Prior period adjustment [note 2]                      (3,587)    (437)
                                                     -------  -------
Goodwill, beginning of year, as restated              72,423   46,928
Current year acquisitions                              5,047   22,877
Additional purchase price payments                       925    1,546
Other purchase price adjustments                      (2,124)     110
Disposition of subsidiary                                  -     (529)
Impact of foreign exchange on goodwill balances       (6,575)   1,491
                                                     -------  -------
GOODWILL,END OF YEAR                                  69,696   72,423
                                                     =======  =======
</TABLE>

6. INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                         2003                           2002
                            ---------------------------  -----------------------------
                            GROSS CARRYING  ACCUMULATED  Gross Carrying    Accumulated
                               AMOUNT       AMORTIZATION     Amount        Amortization
(in thousands of dollars)         $              $            $                 $
- ------------------------    -------------- ------------  ----------------- -----------
<S>                         <C>             <C>          <C>               <C>
Client relationships            5,626           691         4,979                272
Contract backlog                  905           901           870                816
Other intangible assets           266            93            66                 10
                                -----         -----         -----              -----
                                6,797         1,685         5,915              1,098
                                -----         -----         -----              -----
CARRYING AMOUNT                        5,112                            4,817
                                       =====                            =====
</TABLE>

Stantec Inc. 2003 Annual Report

                                                                              59
<PAGE>

7. BANK INDEBTEDNESS

The Company has a revolving credit facility in the amount of $20 million (for
the period October 15, 2003, through February 28, 2004 - $50 million) to support
general business operations. The facility matures on July 31, 2004, subject to
extension by the parties for a 364-day period. Depending on the form under which
the credit facility is accessed, rates of interest will vary between Canadian
prime, US base rate, LIBOR rate plus 125 basis points, or bankers acceptance
rates plus 75 basis points. At December 31, 2003, the interest rate on
outstanding bank indebtedness under the credit facility was 4.5%, and the
balance was $8,300,000. The credit facility agreement contains restrictive
covenants including but not limited to debt to earnings ratio, earnings to debt
service ratio, current assets to current liabilities ratio, and a minimum
shareholders' equity. The Company is in compliance with all covenants under this
agreement as at December 31, 2003. All assets of the Company are held as
collateral under a general security agreement for the bank indebtedness and bank
loan [note 8].

Included in bank indebtedness at December 31, 2003, is $6,930,000 related to an
interim loan obtained to finance the construction of Stantec Centre. Interest,
calculated daily at Canadian prime plus 0.25% (2003 - 4.75%), is payable
monthly. The loan is due on the earlier of the demand of the lender, 180 days
from substantial completion of the project, or December 31, 2004. The loan is
supported by a general security agreement and a second mortgage.

8. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                          2003    2002
(in thousands of dollars)                   $       $
- -------------------------                 ------  ------
<S>                                       <C>     <C>
Non-interest bearing note payable            102      93
Other non-interest bearing notes payable  14,436  24,279
Bank loan                                 19,186  26,310
Mortgages payable                         10,609  10,991
Other                                        242     583
                                          ------  ------
                                          44,575  62,256
Less current portion                      13,416  20,526
                                          ------  ------
                                          31,159  41,730
                                          ======  ======
</TABLE>

The non-interest bearing note payable is due November 1, 2027, in the amount of
$933,000. The note's carrying value of $102,000 is determined applying a
discount rate of 9.75%. If the non-interest bearing note payable were discounted
at interest rates in effect at December 31, 2003, the fair value of the note
would be $124,000 (2002 - $133,000).

The carrying values of the other non-interest bearing notes payable have been
calculated utilizing a weighted average rate of interest of 6.32%. The notes are
due at various times from 2004 to 2008. The notes' aggregate maturity value is
$15,132,000 (2002 - $24,705,000). $206,000 (2002 - $5,786,000) of the notes'
carrying value is payable in US funds (US$158,000; 2002 -US$3,668,000). The
carrying value approximates the fair value of these notes based on interest
rates in effect at December 31, 2003.

The bank loan is due in equal quarterly payments of US$918,000 (or
Canadian-dollar equivalent) plus accrued interest to October 1, 2007, and bears
interest at LIBOR or bankers acceptance rates plus 125 to 165 basis points. The
actual rate is dependent upon certain ratio calculations determined on a
quarterly basis. The interest rate applicable at December 31, 2003, was 3.71%
(2002 - 3.94%). $5,186,000 (2002 - $6,310,000) of the bank loan is denominated
in US dollars (US$4,000,000; 2002 - US$4,000,000). Collateral and restrictive
covenants for the bank loan are described in note 7.

                                                 Stantec Inc. 2003 Annual Report

60
<PAGE>

The mortgages payable bear interest at a weighted average rate of 7.65%, are due
in 2005 and 2006, and are supported by first mortgages against land and
buildings. Monthly payments are approximately $95,850.

Other long-term debt bears interest at a weighted average rate of 6.78% and is
due at dates ranging from 2004 to 2006. No assets are pledged in support of this
debt.

Principal repayments required on long-term debt in each of the next five years
and thereafter are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                                  $
- -------------------------                    ------------------
<S>                                          <C>         <C>
                                                   2004  13,416
                                                   2005  10,466
                                                   2006   6,181
                                                   2007   5,246
                                                   2008     419
                                             Thereafter   8,847
                                             ----------  ------
                                                         44,575
                                             ==========  ======
</TABLE>

In 2003 interest of $2,681,000 (2002 - $2,648,000) was incurred on the long-term
debt.

At December 31, 2003, the Company has issued letters of credit totaling
$105,000.

9. COMMITMENTS

Commitments for annual basic premises rent under long-term leases and equipment
and vehicle operating leases for the next five years are as follows: 2004 -
$19,038,000; 2005 -$16,866,000; 2006 - $15,679,000; 2007 - $14,348,000; 2008 -
$10,173,000; and thereafter -$34,930,000.

10. CONTINGENCIES

In the normal conduct of operations, various legal claims are pending against
the Company alleging, among other things, breaches of contract or negligence in
connection with the performance of consulting services. The Company carries
professional liability insurance, subject to certain deductibles and policy
limits, against such claims. In some cases, parties are seeking damages that
substantially exceed the Company's insurance coverage. Based on advice and
information provided by legal counsel, and the Company's previous experience
with the settlement of similar claims, management believes that the Company has
recognized adequate provisions for probable and reasonably estimable liabilities
associated with these claims and that their ultimate resolutions will not
materially exceed insurance coverages or have a material adverse effect on the
consolidated financial position or annual results of operations.

Stantec Inc. 2003 Annual Report

                                                                              61

<PAGE>

11. SHARE CAPITAL

AUTHORIZED
Unlimited       Common shares
Unlimited       Preferred shares issuable in series

COMMON SHARES ISSUED AND OUTSTANDING

<TABLE>
<CAPTION>
                                                 2003                      2002
                                      ----------------------    -----------------------
(in thousands of dollars)             # of shares         $     # of shares        $
- -------------------------             -----------      -----    -----------   ----------
<S>                                   <C>          <C>          <C>           <C>
BALANCE,BEGINNING OF THE YEAR          18,282,720       83,973   16,846,340       61,555
Share options exercised                   119,264          651       29,300          148
Shares repurchased under normal
 course issuer bid                        (74,700)        (343)     (54,600)        (235)
Shares issued on acquisitions                   -            -      261,680        3,712
Shares issued under public offering,
 net of share issue costs                       -            -    1,200,000       18,793
                                      -----------  -----------  -----------  -----------
BALANCE,END OF THE YEAR                18,327,284       84,281   18,282,720       83,973
                                      ===========  ===========  ===========  ===========
</TABLE>

On May 2, 2002, the shareholders approved the subdivision of the Company's
common shares on a two-for-one basis (a "stock split"). The stock split was
effective for registered common shareholders at the close of business on May 15,
2002. All references to common shares, per share amounts, and stock-based
compensation plans in these consolidated financial statements have been restated
to reflect the stock split on a retroactive basis.

During 2003, 74,700 common shares (2002 - 54,600) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$1,392,000 (2002 - $880,000). Of this amount, $343,000 (2002 - $235,000) and
$5,000 (2002 - $3,000) reduced the share capital and contributed surplus
accounts respectively, with $1,044,000 (2002 - $642,000) being charged to
retained earnings.

During 2002, 1,200,000 common shares were issued for cash consideration of
$19,500,000 less share issue costs of $1,164,000 less a future tax recovery of
$457,000.

SHARE OPTIONS

Under the Company's share option plan, options to purchase common shares may be
granted by the Board of Directors to directors, officers, and employees. Options
are granted at exercise prices equal to or greater than fair market value at the
issue date, generally vest evenly over a three-year period, and have contractual
lives that range from five to 10 years. The aggregate number of common shares
reserved for issuance that may be purchased upon the exercise of options granted
pursuant to the plan shall not exceed 1,689,174 common shares. At December 31,
2003, 210,074 options are available for issue.

The Company has granted share options to directors, officers, and employees to
purchase 1,479,100 shares at prices between $3.38 and $27.10 per share. These
options expire on dates between March 30, 2004, and January 2, 2013.

                                                 Stantec Inc. 2003 Annual Report

62

<PAGE>

<TABLE>
<CAPTION>
                                              2003                          2002
                                   -----------------------------   -------------------------
                                                                                   Weighted
                                                      WEIGHTED                     Average
                                                      AVERAGE                      Exercise
                                     SHARES        EXERCISE PRICE   Shares           Price
                                     ------        --------------   ------         -------
                                       #                $              #               $
                                     ------        --------------   ------         -------
<S>                                 <C>            <C>             <C>            <C>
SHARE OPTIONS,BEGINNING OF
THE YEAR                            1,296,200            6.09       1,188,500           5.10
Granted                               307,500           21.29         137,000          14.50
Exercised                            (119,264)           5.46         (29,300)          5.04
Cancelled                              (5,336)          12.62               -              -
                                   ----------      ----------      ----------     ----------
SHARE OPTIONS,END OF THE YEAR       1,479,100            9.28       1,296,200           6.09
                                   ==========      ==========      ==========     ==========
</TABLE>

The Company has issued options to directors, officers, and employees at December
31, 2003, as follows:

<TABLE>
<CAPTION>
                      Options Outstanding                                     Options Exercisable
- --------------------------------------------------------------------        -------------------------
                                         Weighted
                                          Average           Weighted                          Weighted
   Range of                             Remaining            Average                           Average
   Exercise                             Contractual         Exercise           Shares          Exercise
    Prices            Outstanding       Life in Years         Price          Exercisable        Price
      $                    #                                    $                #                $
    ------            -----------       -------------         -----          -----------        -----
<S>                   <C>               <C>                 <C>              <C>               <C>
  3.38 - 3.60            485,500                2.7              3.55            485,500          3.55
  5.20 - 7.50            555,700                1.3              6.41            555,700          6.41
14.50 - 18.85            190,400                8.8             15.44             43,467         14.50
21.00 - 27.10            247,500                7.6             22.22                  -             -
- -------------          ---------          ---------           -------          ---------        ------
 3.38 - 27.10          1,479,100                3.4              9.28          1,084,667          5.46
=============          =========          =========           =======          =========        ======
</TABLE>

The fair value of options granted subsequent to January 1, 2002, is determined
at the date of grant using the Black-Scholes option-pricing model. The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics that are significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of the Company's employee stock options.

The estimated fair value of options granted, both at the share market price on
the grant date and in excess of the share market price on the grant date, was
determined using the following weighted average assumptions:

 <TABLE>
 <CAPTION>
                                                                 2003                 2002
                                                     ---------------------------     -------

                                                        GRANTED        GRANTED IN     Granted
                                                      AT MARKETEXCESS   OF MARKET    at Market
                                                      ---------------  ----------    ---------
<S>                                                   <C>              <C>           <C>
Risk-free interest rate (%)                                4.42             5.04         4.35
Expected hold period to exercise (years)                    6.1              9.1          6.0
Volatility in the price of the Company's shares (%)        28.2             28.5         17.5
Dividend yield                                              0.0              0.0          0.0
Weighted average fair value per option                     6.61             6.04         4.19
</TABLE>

A share-based compensation expense of $600,000 has been recognized in 2003
($45,000 - 2002).

Stantec Inc. 2003 Annual Report

                                                                              63
<PAGE>

12. CUMULATIVE TRANSLATION ACCOUNT

The foreign currency cumulative translation account represents the unrealized
gain or loss on the Company's net investment in self-sustaining US-based
operations. The change in the cumulative translation account during the year
relates to the fluctuation in the value of the Canadian dollar relative to the
US dollar. Balance sheet accounts denominated in US dollars have been translated
to Canadian dollars at the rate of 1.2965 (2002 - 1.5776).

13. INCOME TAXES

The effective income tax rate in the consolidated statements of income differs
from statutory Canadian tax rates as a result of the following:

<TABLE>
<CAPTION>
                                                     2003           2002
                                                        %              %
                                                     ----           ----
<S>                                                  <C>            <C>
Income tax expense at statutory Canadian rates       36.8           39.3
Increase (decrease) resulting from:
 Loss (income) from associated companies accounted
  for on the equity basis                            (0.6)          (0.3)
 Rate differential on foreign income                  0.6           (0.1)
 Non-deductible expenses:
  Meals and entertainment                             1.4            1.8
  Stock compensation                                  0.6              -
 Non-taxable foreign income net of non-creditable
  withholding taxes                                  (1.6)          (2.4)
 Other                                               (0.5)           0.7
                                                     ----           ----
                                                     36.7           39.0
                                                     ====           ====
</TABLE>

Significant components of the Company's future income tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                                   2003           2002
(in thousands of dollars)                                             $              $
- --------------------------------------------------------------   ------         ------
<S>                                                              <C>            <C>
FUTURE INCOME TAX ASSETS
Differences in timing of deductibility of expenses                6,060          8,035
Loss carryforwards                                                2,051          1,932
Share issue and other financing costs                               431            639
Tax cost of property and equipment in excess of carrying value      645            498
Other                                                               224          1,112
                                                                 ------         ------
                                                                  9,411         12,216
                                                                 ======         ======
</TABLE>

<TABLE>
<CAPTION>
                                                                   2003           2002
(in thousands of dollars)                                             $              $
- --------------------------------------------------------------   ------         ------
<S>                                                              <C>            <C>
FUTURE INCOME TAX LIABILITIES
Cash to accrual adjustments on acquisition of US subsidiaries       508          2,108
Differences in timing of taxability of revenues                   9,955          6,590
Carrying value of property and equipment in excess of tax cost    2,970          1,832
Carrying value of intangible assets in excess of tax cost         1,996          1,895
Other                                                             1,755          2,775
                                                                 ------         ------
                                                                 17,184         15,200
                                                                 ======         ======
</TABLE>

64                                               Stantec Inc. 2003 Annual Report

<PAGE>

At December 31, 2003, loss carryforwards of approximately $4,052,000 are
available to reduce the taxable income of certain Canadian subsidiaries. These
losses expire as set out below:

<TABLE>
<CAPTION>
(in thousands of dollars)                                                      $
- --------------------------------------------------------------   ----      -----
<S>                                                              <C>       <C>
                                                                 2006        180
                                                                 2007        325
                                                                 2008      1,778
                                                                 2009        193
                                                                 2010      1,576
                                                                 ----      -----
                                                                           4,052
                                                                 ====      =====
</TABLE>

In addition, the Company has loss carryforwards of approximately $1,249,000
available to reduce the taxable income of certain US subsidiaries that expire at
varying times over the next 20 years.

The potential income tax benefits that will result from the application of
Canadian and US tax losses have been recognized in these financial statements.

14. EARNINGS PER SHARE

The number of basic and diluted common shares outstanding, as calculated on a
weighted average basis, is as follows:

<TABLE>
<CAPTION>
                                                                                 2003          2002
                                                                                    #             #
                                                                           ----------    ----------
<S>                                                                        <C>           <C>
BASIC SHARES OUTSTANDING                                                   18,329,960    17,987,358
Share options (dilutive effect of 1,419,100 options; 2002 - 1,296,200)        788,056       812,126
                                                                           ----------    ----------
DILUTED SHARES OUTSTANDING                                                 19,118,016    18,799,484
                                                                           ==========    ==========
</TABLE>

Stantec Inc. 2003 Annual Report                                               65

<PAGE>

15. CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Cash flows from operating activities determined by the indirect method are as
follows:

<TABLE>
<CAPTION>
                                                                     2003      2002
(in thousands of dollars)                                               $         $
- ---------------------------------------------------------------   -------    ------
<S>                                                               <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year                                            25,070    20,192
Add (deduct) items not affecting cash:
 Depreciation of property and equipment                             9,912     9,502
 Amortization of intangible assets                                    925     1,079
 Future income tax                                                  4,508       (46)
 Loss on dispositions of investments and property and equipment        57        89
 Share-based compensation expense                                     600        45
 Share of income from equity investments                             (580)     (355)
Dividends from equity investments                                       -       175
                                                                  -------    ------
                                                                   40,492    30,681
                                                                  -------    ------
Change in non-cash working capital accounts:
 Accounts receivable                                               (1,252)    8,174
 Costs and estimated earnings in excess of billings               (35,239)   (4,673)
Prepaid expenses                                                      113        29
 Accounts payable and accrued liabilities                          14,050     4,576
 Billings in excess of costs and estimated earnings                 4,951    (2,147)
 Income taxes payable/recoverable                                  (6,222)     (531)
                                                                  -------    ------
                                                                  (23,599)    5,428
                                                                  -------    ------
CASH FLOWS FROM OPERATING ACTIVITIES                               16,893    36,109
                                                                  =======    ======
</TABLE>

16. JOINT VENTURES

The Company participates in joint ventures with other parties as follows:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OWNED
                                                                ----------------
                                                                 2003      2002
                                                                    %         %
                                                                 ----      ----
<S>                                                             <C>        <C>
yyC.T. Joint Venture                                               20        20
Lockerbie Stanley Inc.                                              -        50
Stantec - S&L Partnership                                          50        50
Colt Stantec Joint Venture                                         50        50
Edmonton International Airports Joint Venture                      33         -
Pine Creek Consultants Joint Venture                               33         -
                                                                 ----      ----
</TABLE>

Effective December 31, 2003, the Company has an agreement in principle to sell
its 50% interest in Lockerbie Stanley Inc. for proceeds equal to the net book
value at December 31, 2003. Net assets of $312,000 have been reclassified as
assets held for sale and included in accounts receivable as collection of the
proceeds is expected within the next year. No gain or loss for accounting or tax
purposes arises on the disposition of this interest, and the net loss from the
operations recognized in the accounts for 2003 was $78,000.

66                                               Stantec Inc. 2003 Annual Report

<PAGE>

A summary of the assets, liabilities, revenues, expenses, and cash flows
included in the consolidated financial statements related to joint ventures is
as follows:

<TABLE>
<CAPTION>
STATEMENTS OF INCOME                         2003      2002
(in thousands of dollars)                       $         $
- ---------------------------------------    ------    ------
<S>                                        <C>       <C>
Gross revenue                              11,949    11,174
Subconsultant and other direct expenses     9,611    12,529
Administrative and marketing expenses         776       277
                                           ------    ------
Net income for the year                     1,562    (1,632)
                                           ======    ======
BALANCE SHEETS
Current assets                              1,547     4,374
                                           ======    ======

Current liabilities                         1,583     5,516
                                           ======    ======

STATEMENTS OF CASH FLOWS
Cash flows used in operating activities       (86)     (425)
                                           ======    ======
</TABLE>

17. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. During 2003, the
Company had seven operating segments of which five have been aggregated into the
Consulting Services reportable segment. The two other operating segments, which
are below the quantitative thresholds in the recommendations of the Canadian
Institute of Chartered Accountants, are disclosed in the Other reportable
segment. Operating segments of the Company are defined as components of the
Company for which separate financial information is available that is evaluated
regularly by the chief operating decision maker in allocating resources and
assessing performance. The chief operating decision maker is the Chief Executive
Officer of the Company.

In addition to the above-noted operating segments, corporate administration
groups also rep o rt to the CEO. W h e re pra c t i c a b l e, the Company
allocates these expenses to the opera t i n g segments, primarily as a
percentage of net revenues. Certain corporate-level operating expenses are not
allocated to operating segments. The Company does not allocate net intere s t e
x p e n s e, foreign exchange gains or losses, income from associated companies,
or income taxes to its operating segments.

REPORTABLE SEGMENTS

<TABLE>
<CAPTION>
                                                       2003
                                           ------------------------------
                                           CONSULTING
                                             SERVICES    OTHER      TOTAL
(in thousands of dollars)                           $        $          $
- ----------------------------------------   ----------   ------   --------
<S>                                        <C>          <C>      <C>
Gross revenue                                 455,466    4,476    459,942
Net revenue                                   390,252    1,144    391,396
Depreciation of property and equipment          8,140    1,772      9,912
Amortization of intangible assets                 925        -        925
Operating income                               42,789     (489)    42,300
Segment assets                                291,432   35,143    326,575
Expenditures for property and equipment,
 goodwill, and intangible assets               33,337    1,465     34,802
</TABLE>

Stantec Inc. 2003 Annual Report                                               67

<PAGE>

<TABLE>
<CAPTION>
                                                         2002
                                           -----------------------------
                                           Consulting
                                             Services    Other     Total
(in thousands of dollars)                           $        $         $
- ----------------------------------------   ----------   ------   -------
<S>                                        <C>          <C>      <C>
Gross revenue                                 423,884    4,572   428,456
Net revenue                                   363,449    1,699   365,148
Depreciation of property and equipment          8,283    1,219     9,502
Amortization of intangible assets               1,079        -     1,079
Operating income                               30,671    4,772    35,443
Segment assets                                245,192   53,809   299,001
Expenditures for property and equipment,
 goodwill, and intangible assets               48,625    1,669    50,294
</TABLE>

GEOGRAPHIC INFORMATION

<TABLE>
<CAPTION>
                                      2003                        2002
                             -----------------------    ------------------------
                                        PROPERTY AND                Property and
                                          EQUIPMENT,                  Equipment,
                                        GOODWILL,AND               Goodwill, and
                                GROSS     INTANGIBLE       Gross      Intangible
                             REVENUES         ASSETS    Revenues          Assets
(in thousands of dollars)           $              $           $               $
- -------------------------    --------   ------------    --------   -------------
<S>                          <C>        <C>             <C>        <C>
Canada                        290,413        104,088     238,774          76,882
United States                 161,655         37,815     180,296          51,509
International                   7,874            575       9,386             596
                             --------   ------------    --------   -------------
                              459,942        142,478     428,456         128,987
                             ========   ============    ========   =============
</TABLE>

Gross revenue is attributed to countries based on the location of work
performed.

CUSTOMERS

The Company has a large number of clients in various industries and sectors of
the economy. Gross and net revenue are not concentrated in any particular
client.

18. SUBSEQUENT EVENTS

Subsequent to the year-end, the Company entered into an agreement, subject to
the approval of the vendor's shareholders and regulatory approval, to acquire
the shares and businesses of The Sear-Brown Group, Inc.

19. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the
presentation adopted for the current year.

68                                               Stantec Inc. 2003 Annual Report

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>13
<FILENAME>t17577exv99w10.txt
<DESCRIPTION>EX-99.10
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

April 6, 2004

<TABLE>
<S>                                              <C>
BC Securities Commission                         Alberta Securities Commission
Saskatchewan Securities Commission               Manitoba Securities Commission
Ontario Securities Commission                    Quebec Securities Commission
The Office of the Administrator of Securities    Nova Scotia Securities Commission
          - New Brunswick
Registrar of Securities - Prince Edward Island   Securities Division - Newfoundland
The Toronto Stock Exchange
</TABLE>

Dear Sirs:

RE: STANTEC INC. ANNUAL MEETING
    CONFIRMATION OF MAILING

On April 5, 2004 the following items were sent by prepaid mail to all
shareholders of the above-mentioned Company:

1.    Letter to Shareholder / Notice of Annual Meeting / Management Information
      Circular

2.    2003 Annual Report

3.    Proxy (white)

4.    Contact Information Reply Card (Beneficial Holders Only)

5.    Supplemental Return Card (Beneficial Holders Only)

6.    Non-Postage Paid Return Envelope - Toronto Proxy Department (Registered
      Shareholders Only)

However, we have not mailed material to Shareholders in cases where on three
consecutive occasions, notices or other documents have been returned undelivered
by the Post Office.

We are filing this disclosure document with you as Agent for the above-named
Company in compliance with the regulations made under the Securities Act.

Yours truly,

CIBC MELLON TRUST COMPANY

"Signed"

Carla McKinstry
Associate Manager
Client Services
(403) 232 - 2406
carla_mckinstry@cibcmellon.com

cc: Stantec Inc.
    rnyman@stantec.com

<PAGE>

April 6, 2004

<TABLE>
<S>                                              <C>
BC Securities Commission                         Alberta Securities Commission
Saskatchewan Securities Commission               Manitoba Securities Commission
Ontario Securities Commission                    Quebec Securities Commission
The Office of the Administrator of Securities    Nova Scotia Securities Commission
          - New Brunswick
Registrar of Securities - Prince Edward Island   Securities Division - Newfoundland
The Toronto Stock Exchange
</TABLE>

Dear Sirs:

RE: STANTEC INC. ANNUAL & SPECIAL MEETING
    CONFIRMATION OF MAILING

On April 5, 2004, the following item was sent by prepaid mail to all ESP
Participants of the above-mentioned Company:

      1.    Letter to Shareholder / Notice of Annual Meeting / Management
            Information Circular

      2.    2003 Annual Report

      3.    Proxy (blue)

      4.    Contact Information Reply Card

      5.    Supplemental Return Card

      6.    Non-Postage Paid Return Envelope - CIBC Mellon Calgary Branch

We are filing this disclosure document with you as Agent for the above-named
Company in compliance with the regulations made under the Securities Act.

Yours truly,

CIBC MELLON TRUST COMPANY

"Signed"

Carla McKinstry
Associate Manager
Client Services
(403) 232 - 2406
carla_mckinstry@cibcmellon.com

cc: Stantec Inc.
    rnyman@stantec.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11
<SEQUENCE>14
<FILENAME>t17577exv99w11.txt
<DESCRIPTION>EX-99.11
<TEXT>
<PAGE>

                                  STANTEC INC.

                                   THIS PROXY
               IS SOLICITED ON BEHALF OF MANAGEMENT FOR USE AT THE
                        ANNUAL MEETING OF SHAREHOLDERS OF
                                  STANTEC INC.
                            TO BE HELD ON MAY 6, 2004

The undersigned participant in the Stantec Inc. (the "Corporation") Employee
Share Purchase Plan (the "Participant") hereby appoints Anthony P. Franceschini,
President and Chief Executive Officer of the Corporation or, failing him,
Jeffrey S. Lloyd, Secretary of the Corporation, or instead of either of the
foregoing,______________________________________________________________________
as the proxy of the undersigned to attend, vote and act for and on behalf of the
undersigned AT THE ANNUAL MEETING OF THE SHAREHOLDERS OF THE CORPORATION TO BE
HELD ON MAY 6, 2004, AND AT ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, upon the
following matters:

      1.    Election of Directors

            VOTE [ ] or WITHHOLD FROM VOTING [ ] with respect to the election of
            directors.

      2.    Appointment of Auditors

            VOTE [ ] or WITHHOLD FROM VOTING [ ]with respect to the appointment
            of auditors and authorizing the directors to fix the auditors'
            remuneration.

      3.    Such other business as may properly come before the meeting.

If any amendments or variations to the matters referred to above or to any other
matters identified in the notice of meeting are proposed at the meeting or any
adjournment or adjournments thereof, or if any other matters which are not now
known to management should properly come before the meeting or any adjournment
or adjournments thereof, this proxy confers discretionary authority on the
person voting the proxy to vote on such amendments or variations or such other
matters in accordance with the best judgment of such person.

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE CORPORATION. THE
PARTICIPANT HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT THEM AND TO ATTEND
AND ACT FOR THEM ON THEIR BEHALF AT THE MEETING OTHER THAN THE MANAGEMENT
REPRESENTATIVES DESIGNATED IN THIS PROXY, AND MAY EXERCISE SUCH RIGHT BY
INSERTING THE NAME OF THE OTHER PERSON THE PARTICIPANT WISHES TO APPOINT IN THE
SPACE PROVIDED ABOVE FOR THAT PURPOSE. SUCH OTHER PERSON NEED NOT BE A
SHAREHOLDER.

DATED___________, 2004                Signature of Participant__________________

                                      Name of Participant_______________________

                                                     Stantec Inc. Employee Share
                                                      Purchase Plan Participants
<PAGE>

NOTES:

1.    IN THE EVENT THAT NO SPECIFICATION HAS BEEN MADE WITH RESPECT TO VOTING OR
      WITHHOLDING FROM VOTING IN THE ELECTION OF DIRECTORS OR THE APPOINTMENT OF
      AUDITORS, THE PROXY NOMINEES ARE INSTRUCTED TO VOTE FOR THE ELECTION OF
      DIRECTORS AND THE APPOINTMENT OF AUDITORS WITH RESPECT TO THE SHARES
      REPRESENTED BY THIS PROXY.

2.    To be valid, this proxy must be signed and deposited no later than 5:00 PM
      (MDT) on the second business day preceding the meeting or any adjournment
      thereof, with CIBC Mellon Trust Company, 600 The Dome Tower, 333 - 7th
      Avenue SW, Calgary AB T2P 2Z1.

3.    Reference is made to the accompanying management information circular for
      further information regarding completion and use of this proxy and other
      information pertaining to the meeting.

4.    If the proxy form is not dated in the space provided, it is deemed to bear
      the date on which it is mailed by management of the Corporation.

                                                     Stantec Inc. Employee Share
                                                      Purchase Plan Participants
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12
<SEQUENCE>15
<FILENAME>t17577exv99w12.txt
<DESCRIPTION>EX-99.12
<TEXT>
<PAGE>

March 19, 2004

Dear Fellow Shareholders:

It gives me great pleasure to share with you the Stantec Inc. 2003 Annual Report
celebrating 50 years of operation for our Company. In 2003 we focused on
continuing to evolve our dynamic organization, not by changing our business
model or operating strategy, but by strengthening our systems and processes to
support our future. Our ability to adjust to changes in a challenging economic
climate contributed to an increase of 32.7 % in shareholder value during the
year.

I would also like to take this opportunity on behalf of the Board of Directors
to invite you to attend the annual meeting of shareholders of Stantec Inc.,
which will be held at 11:00 AM (MDT) on Thursday, May 6, 2004, at Stantec Centre
in Edmonton, 10160 - 112 Street, Edmonton, Alberta. Alternatively, you may
choose to attend the meeting through the Internet. The presentation will be
broadcast live and archived at stantec.com (under the Investor Relations
section). During the meeting, we will review the Company's 2003 operating and
financial performance and outline our strategy going forward.

Enclosed in this package you will find the Notice of Meeting, as well as a form
of proxy and the Management Information Circular. We would appreciate your
prompt return of the signed proxy in order to ensure that your vote is recorded
in due time.

Thank you for your continuing support.

Sincerely,

(signed)Tony Franceschini
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13
<SEQUENCE>16
<FILENAME>t17577exv99w13.txt
<DESCRIPTION>EX-99.13
<TEXT>
<PAGE>

                                                                         [PHOTO]

Jan Mulligan, Director, Financial
Reporting, Don Wilson, Vice President &
CFO, and Dan Lefaivre, Vice President &
Corporate Controller



MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis, dated February 20, 2004, of Stantec's operations
and financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as the Message to
Shareholders and management discussions included in this annual report.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. The Company cautions readers
that, by their nature, forward-looking statements involve risk and uncertainties
and that the Company's actual actions or results may differ materially.

                                                 Stantec Inc. 2003 Annual Report

20

<PAGE>

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. The Company refers to and uses
the terms "net revenue" and "gross margin" throughout this analysis, and the
definitions of these terms are provided within the Results section of this
Management's Discussion and Analysis.

VISION, CORE BUSINESS, AND STRATEGY

Stantec provides professional services in infrastructure and facilities. Through
comprehensive service delivery in planning, engineering, architecture, interior
design, landscape architecture, surveying and geomatics, environmental sciences,
project management, and project economics, we support clients through the entire
life cycle of a project -- from the initial concept and financial feasibility
phases to project completion and beyond.

Our current Company goal is to become one of the top 10 global design and
professional services firms with $1 billion in annual revenue and 10,000
employees by the year 2008. To achieve this objective, we will continue to
deliver professional services in the infrastructure and facilities market and to
follow an orderly growth plan. We are confident that we can reach our goal
because the market for our services is very large, exceeding US$50 billion in
annual sales, and we have an organization of dedicated people who give us our
competitive advantage -- the ability to execute a proven operating strategy
through a focused, sustainable business model. Our three-dimensional model --
built on geographic diversification, practice area specialization, and provision
of services in all five phases of the project life cycle -- allows us to manage
risk while pursuing our objective of continued revenue and earnings growth.

[PHOTO TALLYN'SREACH COMMUNITY DEVELOPMENT, COLORADO (URBAN LAND ENGINEERING)]

Tallyn'sreach Community Development, Colorado (Urban Land Engineering)

[PHOTO OF CONCRETE FIELD TESTING, NEVADA (QUALITY CONTROL/ASSURANCE)]

Concrete Field Testing, Nevada (Quality Control/Assurance)

Stantec Inc. 2003 Annual Report

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<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF GARRY LEVECK, VICE PRESIDENT, TRANSPORTATION]

Garry Leveck, Vice President, Transportation

[PHOTO OF CN TOWER REDEVELOPMENT, ONTARIO (PROGRAM & PROJECT MANAGEMENT)]

CN Tower Redevelopment, Ontario (Program & Project Management)

[PHOTO OF TERI LIVENGOOD, SENIOR ENGINEERING COORDINATOR]

Teri Livengood, Senior Engineering Coordinator

[PHOTO SUSAN RADKE, ACCOUNTING MANAGER]

Susan Radke, Accounting Manager

[PHOTO OF LINDA STAVROS, HUMAN RESOURCE REPRESENTATIVE]

Linda Stavros, Human Resource Representative

GEOGRAPHIC DIVERSIFICATION

Currently, our principal geographic reach includes four economic regions in
Canada and the US as well as a project presence in the Caribbean and other
selected international locations. Our strategy for geographic diversification
has two components. The first is to grow our existing regional operations
through expansion of our services portfolio, particularly in areas where we have
not yet reached a mature market presence. We aim to achieve a minimum market
penetration of $10 million in gross revenue per one million population.
Secondly, our strategy includes expansion outside our existing regions
principally focused on the US and Canada. (We expect that our International
operation will generate less than 10% of our gross revenue through to 2008.)
Geographic expansion is expected to occur primarily through opportunities to
acquire firms that meet our integration criteria and to a lesser extent through
organic growth.

Stantec Inc. 2003 Annual Report

22

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF QUIDA NEWMAN, ADMINISTRATIVE RECEPTIONIST]

Quida Newman, Administrative Receptionist

PRACTICE AREA SPECIALIZATION

Practice area specialization and diversity are achieved by providing services in
16 distinct professional services practice areas that can generally be grouped
into five key market segments -- Buildings, Environment, Industrial,
Transportation, and Urban Land. These specialized project services help
differentiate us from our competitors, allowing us to enhance our presence in
new geographic regions and markets and to establish and maintain client
relationships. Our strategy for strengthening this part of our business model is
to increase the depth of our expertise in our current practice areas and to
selectively add complementary practice areas to our operations

[PHOTO OF JIM DRESCHER, MANAGING PRINCIPAL, URBAN LAND]

Jim Drescher, Managing Principal, Urban Land

[PHOTO OF STCKON ESSENTIAL SERVICES FACILITY, (CALIFORNIA ARCHITECTURE &
INTERIOR DESIGN)]

[PHOTO DOUG HAMMING, SENIOR ASSOCIATE, ARCHITECTURE & INTERIOR DESIGN]

Stckon Essential Services Facility, (California Architecture & Interior Design)

Doug Hamming, Senior Associate, Architecture & Interior Design

Stantec Inc. 2003 Annual Report

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<PAGE>

GREAT FACES OF STANTEC

[PHOTO CREEKSIDE SHOPPING CENTER, CALIFORNIA (PLANNING & ARCHITECTURE)]

Creekside Shopping Center, California (Planning & Architecture)

[PHOTO GERRY WHITTLE, RECEPTIONIST]

GERRY WHITTLE, RECEPTIONIST



LIFE CYCLE SOLUTIONS

The third element of our business model is the provision of professional
services in all five phases of the project life cycle -- planning, design,
construction, maintenance, and decommissioning. This inclusive approach allows
us to supply services during periods of strong new capital project activity
(design and construction) as well as periods of lower new capital project
expenditures (maintenance and rehabilitation). Beginning with the planning and
design stages, we provide conceptual and detailed design services, conduct
feasibility studies, and prepare plans and specifications. During the
construction phase, we generally act as the owners' representative, providing
project management, surveying, and resident engineering services. We focus
exclusively on fee-for-service type work, and we do not, except in rare
circumstances, act as the contractor or take on construction risk. Beyond
project completion, during the maintenance phase, we supply ongoing services for
maintenance and rehabilitation in areas such as facilities and infrastructure
management, facilities operations, and performance engineering. Finally, we
provide decommissioning solutions for taking facilities out of active service.

Through the combined resources of our staff, we are able to undertake
infrastructure and facilities projects of any size for both public and private
sector clients. Currently, the majority of our assignments are considered to be
small to midsize projects with a capital value of less than $100 million and
potential project fees for Stantec of less than $10 million. These types of
projects represent the largest share of the infrastructure and facilities
market. Focusing on this project mix continues to ensure that we do not rely on
a few large, single projects for our revenue and that no single client or
project accounts for more than 5% of our overall business.

                                                 Stantec Inc. 2003 Annual Report

24

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF ZOE SHIELDS, ADMINISTRATIVE ASSISTANT]

Zoe Shields, Administrative Assistant

[PHOTO OF PRIYATOSH RAY, ENGINEER, ENVIRONMENTAL INFRASTRUCTURE]

 Priyatosh Ray, Engineer, Environmental Infrastructure

[PHOTO OF ALICE TEMPLETON, ADMINISTRATIVE SERVICES MANAGER]

Alice Templeton, Administrative Services Manager

KEY PERFORMANCE DRIVERS

At Stantec our success depends on our ability to attract and retain qualifiead
people; maximize market opportunities; find, acquire, and intergrte firms and/
or new employees into our operations; finance our growth  achieve a top-three
market pentration in the geographic areas we serve. In 2003 we focused on
strengthening these performance drivers and on building our organnization,
people and systems for future growth. Based on our performance in these areas,
we believe we are well positioned to continue to be a top-three provider
of professinoal services to the infrastructure  and facilities industry in the
geographic areas we serve.

[PHOTO OF VANCOUVER GENERAL HOSPITAL -- RADIOLOGY, BRITISH COLUMBIA
(ARCHITECTURE & INTERIOR DESIGN)]

Vancouver General Hospital -- Radiology, British Columbia (Architecture &
Interior Design)

Stantec Inc. 2003 Annual Report

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<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF MARRY CREW, SENOIR ASSOCIATE, QUALITY CONTROL/ASSURANCE]

Marry Crew, Senoir Associate, Quality Control/assurance

[PHOTO OF SURREY MEMORIAL HOSPITAL AMBULATORY CARE CENTER, BRITISH COLUMBIA
(ARCHITECTURE & INTERIOR DESIGN)]

Surrey Memorial Hospital Ambulatory Care Center, British Columbia (ARCHITECTURE
& INTERIOR DESIGN)

[PHOTO OF RAINER FASSLER, SENIOR ASSWOCIATE, (ARCHITECTURE & INTERIOR DESIGN)]

Rainer Fassler, Senior Asswociate, (Architecture & Interior Design)

PEOPLE

The most important driver of Stantec's performance is our people. Our people are
our most valuable resource because their combined knowledge forms the basis of
the project solutions we deliver to clients. To reach our goal of becoming one
of the top 10 global design firms, we are growing our workforce through a
combination of internal hiring and acquisitions. We measure our performance in
this area by total staff numbers. In 2003 our staff increased to approximately
3,700 from 3,500 in 2002. Currently, our workforce is made up of about 1,850
professionals, 1,300 technical staff, and 550 support personnel. Employee
numbers are expected to continue to grow in 2004 and beyond as we pursue our
vision.

To attract and retain qualified employees, Stantec offers opportunities to be
part of a multidiscipline team working on challenging projects with some of the
best people in our industry. In 2003 we launched an "employer of choice"
initiative that will focus on strengthening our people-oriented culture. Our
plan is to continue to benchmark and maintain a competitive compensation and
benefits program, emphasize teamwork across the Company, and provide
opportunities for professional development and enhancement. During the year, we
introduced a number of learning programs, including an on-line Stantec
orientation process and training in project and financial management and in our
new business information system. These programs are part of our TIE initiative
- -- our commitment to having among the best-trained, best-informed,

                                                 Stantec Inc. 2003 Annual Report

27

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF ABIGAIL MAYRENA, HYDROLOGIST, URBAN LAND]

Abigail Mayrena, Hydrologist, Urban Land

and best-equipped employees in our industry. We also implemented a revised
performance development review process that addresses personal and career growth
plans, training, and mentoring.

Because of our "diversified portfolio" approach to business -- operating in
different regions and practice areas -- we are generally able to redeploy a
portion of our workforce in response to changes in local, regional, or national
economies or practice area demand. At present, we see no constraints on the
general availability of qualified staff for our operations. Although there will
always be some areas where it will be difficult to find appropriate staff during
certain periods, as we increase in size we are better able to address these
issues by becoming more capable of using staff from other parts of the Company
either through temporary relocation or work allocation. We are continually
improving our capability to work on projects from multiple office locations
through Web-based technology.

[PHOTO OF KEN DUNCAN, CONSULTANT, URBAN LAND]

Ken Duncan, Consultant, Urban Land

[PHOTO OF IDA RAWAT, MARKETING COORDINATOR]

Ida Rawat, Marketing Coordinator

[PHOTO OF LONG TERM PAVEMENT PERFORMANCE PROGRAM, NEW JERSEY (INFRASTRUCTURE
MANAGEMENT & PAVEMENT ENGINEERING)]


Long Term Pavement Performance Program, New Jersey (Infrastructure Management &
Pavement Engineering)

Stantec Inc. 2003 Annual Report

                                                                              27
<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF BRAD FRIZZELL, PRINCIPAL, URBAN LAND]

Brad Frizzell, Principal, Urban Land

[PHOTO OF  LISA THOMPSON, ADMINISTRATIVE ASSISTANT]

Lisa Thompson, Administrative Assistant

INDUSTRY ENVIRONMENT/MARKET OPPORTUNITIES

Another key driver of Stantec's success is our ability to maximize market
opportunities for growth. We recognize that growth is necessary in order to
enhance the depth and breadth of our expertise, broaden our service provision,
increase our shareholder value, provide expanded opportunities for our
employees, and support our information technology systems. Over the last 10
years, we have integrated a total of approximately 2,800 employees into our
operations through a combination of direct hiring and acquisitions. We are
confident that we can continue to capitalize on acquisition opportunities
because we are operating in an industry sector that includes more than 100,000
firms and is estimated to generate over US$50 billion in revenue in North
America every year, of which we currently have less than a 1% market share.
(According to the Engineering News Record, the largest 500 engineering and
architecture companies in the US generated over US$50 billion in fees in 2002.)
Our strategy for increasing this percentage is to combine internal growth with
the acquisition of small to midsize firms that believe in our vision and want to
be part of our growing Company.

In 2003 we completed four acquisitions in our two Canadian regions, adding
approximately 225 employees to our operations. Our focus for the year, however,
was the integration of the 10 firms and approximately 550 employees acquired by
Stantec in 2002. The integration of acquired companies begins immediately
following the acquisition closing date and may take between six months and three
years. We integrate new colleagues into our Company-wide information technology
and financial management systems as

[PHOTO OF STALLION MOUNTAIN COMMUNITY DEVELOPMENT, NEVADA (URBAN LAND
ENGINEERING)

Stallion Mountain Community Development, Nevada (Urban Land Engineering)

                                                 Stantec Inc. 2003 Annual Report

28

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF BRIAN KUGLER, CIVIL ENGINEER]

Brian Kugler, Civil Engineer

[PHOTO OF HT LAM, ASSOCIATE, PLANNING & Landscape Architecture]

HT Lam, Associate, Planning & Landscape Architecture

[PHOTO OF WINNIPEG MAIN STREET STREETSCAPING, MANITOBA (PLANNING & LANDSCAPE
ARCHITECTURE, TRANSPORTATION INFRASTRUCTURE)

WINNIPEG MAIN STREET STREETSCAPING, MANITOBA (PLANNING & LANDSCAPE
ARCHITECTURE, TRANSPORTATION INFRASTRUCTURE)

[PHOTO OF MARTIN JONES, MANAGING PRINCIPAL, URBAN LAND]

Martin Jones, Managing Principal, Urban Land

well as provide "back office" support services through our corporate office,
allowing our new colleagues to focus on client service delivery.

Stantec's acquisition program is managed by an acquisition team dedicated to
supporting the Company's growth objectives. The team is responsible for
identifying and pricing acquisition candidates, undertaking and coordinating due
diligence, negotiating and closing transactions, and assisting with the
integration of employees and systems.

FINANCING

Stantec's success is also dependent on our continuing ability to finance our
growth. Adequate financing gives us the flexibility to make appropriate
investments in our future. Over the past 10 years, Stantec has grown at a
compound annual rate of 20%. To fund this growth, the Company requires cash
generated from both internal and external sources. Historically, we have
completed acquisitions using mostly cash and notes, with very little use of the
Company's shares.

We have sought additional equity financing at times when our growth has outpaced
our ability to generate cash inside the Company for maintaining our internal
debt to equity guidelines. Our practice is to raise additional equity to
replenish our cash reserves, pay down debt, or strengthen the Company's balance
sheet. To date we have issued additional shares for these purposes on three
occasions -- in 1997, 2000, and 2002.

Stantec Inc. 2003 Annual Report

                                                                              29

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF CLAIRE GAUDET, ADMINISTRATIVE ASSISTANT]

Claire Gaudet, Administrative Assistant

[PHOTO OF OTTAWA MACDONALD-CARTIER INTERNATIONAL AIRPORT, ONTARIO (ARCHITECTURE
& INTERIOR DESIGN, SURVEYS/GEOMATICS)]

Ottawa Macdonald-cartier International Airport, Ontario (ARCHITECTURE & INTERIOR
DESIGN, SURVEYS/GEOMATICS)

[PHOTO OF WOODLANDS COMPREHENSIVE REZONING PROJECT, BRITISH COLUMBIA
(ARCHITECTURE & INTERIOR DESIGN)

Woodlands Comprehensive Rezoning Project, British Columbia (Architecture &
Interior Design)

[PHOTO OF MICHELLE GLASKIN-CLAY, EXECUTIVE ASSISTANT]

Michelle Glaskin-Clay, Executive Assistant

[PHOTO OF JOHN KRUG, SENIOR MANAGING PRINCIPAL, SURVEYS/GEOMATICS

John Krug, Senior Managing Principal, Surveys/Geomatics

MARKET PENETRATION

Also key to Stantec's success is achieving a certain level of market penetration
in the geographic areas we serve. Our goal is to be among the top three service
providers in our geographic regions and practice areas. With this level of
market presence, we are less likely to be affected by downturns in regional
economies. Top-three positioning also gives us increased opportunities to work
for the best clients, obtain the best projects, and attract the best employees
in a region, and is important for building or maintaining the critical mass of
staff needed to generate consistent performance and support regional
infrastructure.

                                                 Stantec Inc. 2003 Annual Report

30
<PAGE>


RESULTS

OVERVIEW OF 2003

The following table summarizes certain of the Company's key information:

                           Selected Annual Information
          (in millions of dollars, except per share and share amounts)
                  (prepared in accordance with Canadian GAAP)

<TABLE>
<CAPTION>
                                                                                         2002                2001
                                                                     2003             (restated)          (restated)
                                                                 -----------          ----------          ----------
<S>                                                              <C>                  <C>                 <C>
Gross revenue                                                          459.9               428.5               356.9
Net income                                                              25.1                20.2                15.4
Earnings per share - basic                                              1.37                1.12                0.92
Earnings per share - diluted                                            1.31                1.07                0.88
Cash dividends declared per common share                                 Nil                Nil                  Nil
Total assets                                                           326.6               299.0               217.5
Total long-term debt                                                    44.6                62.3                24.8
Outstanding common shares - as at December 31                     18,327,284          18,282,720          16,846,340
Outstanding common shares - as at February 20, 2004               18,333,724
</TABLE>

The information reflected above is impacted by the following items:

1.    Prior period adjustment -- During 2003, the Company determined with the
      assistance of outside valuators that the intangible assets acquired in
      acquisitions completed subsequent to June 30, 2001, had not been
      appropriately reflected in the allocation of the purchase price. As a
      result, a portion of our goodwill for post June 30, 2001, acquisitions has
      been allocated to identifiable intangible assets (i.e., contract backlog
      and client relationships) and charged to earnings over the estimated
      useful lives of these intangible assets on a straight-line basis. For
      contract backlog, the amortization period ranges from six to 12 months,
      and for client relationships, the amortization period ranges from 10 to 15
      years. The impact of this change is more fully described in note 2 to the
      consolidated financial statements.

2.    The Company completed four acquisitions in 2003, 10 in 2002, and six in
      2001. Each of these acquisitions will impact the level of the gross
      revenue earned in the year of acquisition and going forward as further
      explained in the Results of Operations section below.

3.    Effective January 1, 2002, as disclosed in note 1 to the consolidated
      financial statements, our Company changed the designation of our US-based
      subsidiaries to self-sustaining, resulting in a change in the method of
      translation from the temporal method to the current rate method. This
      change results in the impact of foreign currency fluctuations on our
      US-based subsidiary operations being charged to a separate component of
      shareholders' equity in our cumulative

Stantec Inc. 2003 Annual Report

                                                                              31

<PAGE>

translation account. Prior to 2002, the impact of foreign currency fluctuations
was reflected through our income statement. The Company continues to reflect
foreign currency gains and losses through our income statement for foreign
currency-denominated transactions that occur in our Canadian operations.

4.    Also effective January 1, 2002, the Company adopted the recommendations of
      the Canadian Institute of Chartered Accountants for stock-based
      compensation and other stock-based payments on a prospective basis. In
      2002, $45,000 was expensed as stock-based compensation while $600,000 was
      expensed in 2003.

GRAET FACES OF STANTEC

[PHOTO OF JOHN TAKE, OFFICE LEADER]

John Take, Office Leader

[PHOTO OF HAYLEY HENDRICK PARK, NEVADA (PLANNING & LANDSCAPE ARCHITECTURE)]

Hayley Hendrick Park, Nevada (Planning & Landscape Architecture)

[PHOTO OF ALAN GEE, MANAGER, HUMAN RESOURCE]

Alan Gee, Manager, Human Resource

[PHOTO OF BURLINGTON CANAL LIFE BRIDGE, ONTARIO (TRANSPORTATION INFRASTRUSTURE)

Burlington Canal Life Bridge, Ontario (Transportation Infrastrusture

                                                 Stantec Inc. 2003 Annual Report

32

<PAGE>

Highlights for 2003

- -     The results our Company achieved in 2003 were within the expected range we
      set out in our 2002 Management's Discussion and Analysis as follows:

<TABLE>
<CAPTION>
MEASURE                                                 EXPECTED RANGE              RESULT ACHIEVED
- -------                                                 --------------              ---------------
<S>                                                     <C>                         <C>
Debt to equity ratio [note 1]                            At or below 0.5 to 1            0.34
Return on equity [note 2]                                     At or above 14%            16.3%
Net income as % of net revenue                                 At or above 5%             6.4%
Gross margin as % of net revenue                           Between 52 and 54%            53.1%
Administrative expenses as % of net revenue                Between 40 and 42%            39.5%
Effective tax rate                                       Between 37.5 and 38%            36.7%
</TABLE>

      Note 1 -- Debt to equity ratio is calculated as long-term debt plus
      current portion of long-term debt plus bank indebtedness less cash and
      cash equivalents, divided by shareholders' equity.

      Note 2 -- Return on equity is calculated as net income for the year
      divided by average shareholders' equity at the end of the last five
      quarters.

- -     New business information system -- In 2002 the Company initiated the
      planning and development of a new business information system for managing
      our projects, financial information, human resources, and business
      intelligence. This initiative continued into 2003, and we marked the
      implementation date of the system at the beginning of the last quarter.
      The implementation of this initiative has had a significant impact on our
      Company's resources -- both in terms of people and finances. Adjusting to
      the breadth of the new system created a significant learning curve for
      employees. One of the short-term impacts was an increase in the time
      required to prepare invoices to send to clients. As a result, we
      experienced an increase in costs and estimated earnings in excess of
      billings during the fourth quarter of 2003. Because this impact was
      expected, we negotiated a temporary increase in our revolving credit
      facility as disclosed in note 7 to the consolidated financial statements.

- -     Growth by acquisition -- In addition to the four acquisitions completed in
      2003, subsequent to the year-end we entered into an agreement, subject to
      the approval of the vendor's shareholders and regulatory approval, to
      acquire The Sear-Brown Group, Inc., a New York-based firm with
      approximately 500 employees. This acquisition, if completed, will be our
      largest acquisition to date.

- -     Earnings per share -- Our basic earnings per share increased 22.3% to
      $1.37 from $1.12 in 2003.

- -     Divestitures -- During 2003, Teshmont Consultants Inc., a 50% equity
      accounted investment, disposed of a portion of its business. In addition,
      effective December 31, 2003, the Company reached an agreement in principle
      to dispose of our 50% share in Lockerbie Stanley Inc.

Stantec Inc. 2003 Annual Report

                                                                              33

<PAGE>

RESULTS OF OPERATIONS

Our Company provides knowledge-based solutions for infrastructure and facilities
projects through value-added professional services principally under
fee-for-service agreements with clients. In the course of providing services, we
incur certain direct costs for subconsultants, equipment, and other expenditures
that are recoverable directly from our clients. These direct costs are included
in our gross revenue. Since such direct costs can vary significantly from
contract to contract, changes in gross revenue may not be indicative of our
revenue trends. Accordingly, we also report net revenue, which is gross revenue
less subconsultant and other direct expenses, and analyze our results in
relation to net revenue rather than gross revenue.

We recognize that the most significant portion of our business is reflected in
our Consulting Services reporting unit as defined and disclosed in the notes to
our consolidated financial statements. The other operating segments, on a
combined basis, are not material to the operations of the Company. Consequently,
we analyze and review the results of our operations on a consolidated basis.

GREAT FACE STANTEC

[PHOTO OF ROBIN CAMPBELL, TECHNOLOGIST, PLANNING & LANDSCAPE ARCHITECTURE

Robin Campbell, Technologist, Planning & Landscape Architecture

[PHOTO OF TUWANA WOOD, ACCOUNTANT]

Tuwana Wood, Accountant

[PHOTO OF MESA TRANSIT MAINTENANCE OPERATIONS FACILITY, ARIZONA (TRANSPORTATION
INFRASTRUCTURE)]

Mesa Transit Maintenance Operations Facility, Arizona (Transportation
Infrastructure)

                                                 Stantec Inc. 2003 Annual Report

34

<PAGE>

GREAT FACE STANTEC

[PHOTO OF LEX WEBSTER, PROJECT MANAGER, BUILDINGS ENGINEERING]

Lex Webster, Project Manager, Buildings Engineering

[PHOTO OF CARLYLE SENIOR LIVINGS COMMUNITY, GEORGIA (SURVEYS/GEOMATICS, URBAN
LAND ENGINEERING)]

Carlyle Senior Livings Community, Georgia (Surveys/geomatics, Urban Land
Engineering)

The following table summarizes Stantec's key operating results on a percentage
of net revenue basis and the percentage increase in the dollar amount of these
results from year to year:

<TABLE>
<CAPTION>
                                              PERCENTAGE OF NET REVENUE                           PERCENTAGE INCREASE
                                       -----------------------------------------------          -------------------------
                                        2003               2002                2001              2003              2002
                                                         RESTATED             RESTATED          VS 2002           VS 2001
                                       ------            --------             --------          -------           -------
<S>                                    <C>               <C>                  <C>               <C>               <C>
Gross revenue                           117.5%              117.3%             119.5%             7.3%             20.0%
Net revenue                             100.0%              100.0%             100.0%             7.2%             22.2%
Direct payroll costs                     46.9%               47.6%              46.5%             5.7%             24.9%
Gross margin                             53.1%               52.4%              53.5%             8.6%             19.9%
Administrative and
    marketing expenses                   39.5%               39.9%              40.9%             6.4%             19.0%
Depreciation of
    property and equipment                2.5%                2.6%               2.4%             4.3%             34.2%
Amortization of intangible
    assets and goodwill [note 1]          0.2%                0.3%               0.6%           (14.3%)           (36.3%)
Net interest expense                      0.7%                0.7%               0.6%             0.3%             58.5%
Foreign exchange
    (gains) losses                        0.2%                0.0%              (0.4%)          743.9%           (106.9%)
Share of (income)loss
    from associated companies            (0.1%)              (0.1%)              0.2%            63.4%           (155.9%)
Income before income taxes               10.1%                9.0%               9.2%            19.7%             20.6%
Income taxes                              3.7%                3.5%               4.0%            12.8%              6.8%
Net income                                6.4%                5.5%               5.2%            24.2%             31.4%
</TABLE>

      Note 1 -- Effective January 1, 2002, the Company ceased recording
      amortization on all goodwill.

The Company's operating results for 2003 are consistent with the goals we
established in 2002. In particular, our gross margin was within the range we
expected to achieve in 2003, while our administrative and marketing expenses and
effective tax rates were below expected ranges. Our operating results, in
particular administrative and marketing expenses, continue to be influenced by
the number of acquisitions completed in the current and prior two years due to
the length of time required for the integration of such acquisitions. The
majority of the acquisitions

Stantec Inc. 2003 Annual Report

                                                                              35
<PAGE>

completed in 2002 and 2003 were in Canada and were integrated into more mature
operations. The Company's effective tax rate is discussed below.

GROSS AND NET REVENUE

The following tables summarize the impact of certain of the above-noted items on
our gross and net revenue for 2003 compared to 2002 and for 2002 compared to
2001:

<TABLE>
<CAPTION>
GROSS REVENUE (in millions of dollars)                                                          2003 VS 2002        2002 VS 2001
- --------------------------------------                                                          ------------        ------------
<S>                                                                                             <C>                 <C>
Increase over prior year                                                                            31.4                71.6
                                                                                                    ----                ----
Increase (decrease) due to:
 Acquisitions completed in current and prior two years                                              41.0                65.9
 Net internal growth                                                                                10.2                 3.2
 Impact of foreign exchange rates on revenue earned by foreign subsidiaries                        (19.8)                2.5
                                                                                                    ----                ----
</TABLE>

<TABLE>
<CAPTION>
NET REVENUE (in millions of dollars)                                                            2003 VS 2002        2002 VS 2001
- ------------------------------------                                                            ------------        ------------
<S>                                                                                             <C>                 <C>
Increase over prior year                                                                            26.3                66.3
                                                                                                    ----                ----
Increase(decrease) due to:
 Acquisitions completed in current and prior two years                                              36.7                53.5
 Net internal growth                                                                                 7.0                10.6
 Impact of foreign exchange rates on revenue earned by foreign subsidiaries                        (17.4)                2.2
                                                                                                    ----                ----
</TABLE>

                                    [Graph]

Revenue earned in Canada during 2003 increased to $290.4 million from $238.8
million in 2002, while revenue generated in the US decreased to $161.6 million
from $180.3 million. Revenue earned in our International region in 2003 was $7.9
million, compared to $9.4 million in 2002. The US revenues reported were
impacted by a change in exchange rates of approximately $19 million, as
indicated above. We had expected that our Canadian-based revenue in 2003 would
continue to exceed our US-based revenue based on our 2002 acquisition activity
as well as the anticipated strength of the Canadian economy. Subsequent to the
year-end, we entered into an agreement, subject to the approval of the vendor's
shareholders and regulatory approval, to acquire The Sear-Brown Group, Inc., a
New York-based firm of 500 staff, and we expect this addition to increase the
level of our US revenues in 2004.

AMORTIZATION OF INTANGIBLE ASSETS

As part of the prior period adjustment referred to in note 2 to the consolidated
financial statements, we now amortize identifiable intangible assets.
Amortization rates range from

36                                               Stantec Inc. 2003 Annual Report

<PAGE>

less than one year for contract backlog to 10 to 15 years for client
relationships. Amortization expense for 2003 was $925,000, compared to
$1,079,000 for 2002.

FOREIGN EXCHANGE GAINS (LOSSES)

The Company recorded a foreign exchange loss of $0.6 million in 2003, compared
to a foreign exchange loss of $0.1 million in 2002. The foreign exchange losses
incurred in 2002 and 2003 arose on the translation of the foreign-denominated
assets and liabilities held in our Canadian companies and in our non-US-based
foreign subsidiaries. The nature and timing of our foreign currency transactions
did not change significantly during the last year, with most of the transactions
occurring in US dollars.

We have noted that, overall, the Canadian dollar continued to strengthen against
the US dollar from December 2001 to December 2003. As a result of periodic
weakening of the Canadian dollar in 2002, our Company recognized gains and
losses throughout the year resulting in a net loss of $0.1 million. In 2003 the
Canadian dollar demonstrated significant strength relative to the US dollar, and
the impact of this significant change on our overall exposure to foreign
exchange losses resulted in a cumulative loss of $0.6 million for the year. We
will continue to monitor our foreign currency exposures to minimize our exposure
to loss.

INCOME TAXES

The effective tax rate for Stantec in 2003 was 36.7%, compared to 39.0% in 2002
and 43.7% in 2001. We had anticipated that our effective tax rate would be in
the range of 37.5 to 38%. This rate was estimated based on known statutory rate
reductions. Subsequent reductions in statutory rates resulted in the lower
effective tax rate for 2003. This rate reduction continues to be driven
primarily by a drop in federal and provincial Canadian statutory rates -- 2.5%
in 2003 and 2.8% in 2002. In 2002 the impact of the elimination of goodwill
amortization on Stantec's effective tax rate was a reduction of 2.2%, and in
2003 the impact of non-deductible stock compensation expense increased the rate
by approximately 0.6%.

                                    [Graph]

                                    [Graph]
Stantec Inc. 2003 Annual Report                                               37

<PAGE>

QUARTERLY OPERATING RESULTS

The following is a summary of the Company's quarterly operating results for the
last two fiscal years. Effective January 1, 2003, Stantec converted to a
12-period reporting schedule, and each quarter in 2003 contained three periods
totaling 13 weeks. In 2002 and earlier years, the Company followed a
13-period-per-year reporting schedule. Each of the first, second, and fourth
quarters contained three periods totaling 12 weeks, and the third quarter
contained four periods totaling 16 weeks.

                           QUARTERLY OPERATING RESULTS
               (in millions of dollars, except per share amounts)

<TABLE>
<CAPTION>
                                           2003                                         2002
                       Dec 31       Sep 30     Jun 30      Mar 31      Dec 31    Sep 30    Jun 30      Mar 31
                       ------       ------     ------      ------      ------    ------    ------      ------
<S>                    <C>          <C>        <C>         <C>         <C>       <C>       <C>         <C>
Gross revenue           111.6        120.8      119.1       108.4       101.8     137.9     104.2       84.6
Net income                6.3          7.3        6.5         5.0         5.6       6.0       5.1        3.5
EPS - basic              0.35         0.40       0.35        0.27        0.31      0.33      0.28       0.20
EPS - diluted            0.33         0.38       0.34        0.26        0.30      0.32      0.27       0.19
                        -----        -----      -----       -----       -----     -----     -----       ----
</TABLE>

The quarterly earnings per share on a basic and diluted basis are not additive
and may not equal the annual earnings per share reported. This is due to the
effect of shares issued or repurchased during the year on the weighted average
number of shares. Diluted earnings per share on a quarterly and annual basis are
also affected by the change in the market price of the Company's shares.

                                    [Graph]

During Q4 03, gross revenue increased $9.8 million, or 9.7%, to $111.6 million
from $101.8 million in Q4 02. Approximately $8.2 million of this increase
resulted from the acquisitions completed in 2001, 2002, and 2003. The additional
week of revenue in Q4 03 resulting from the change in our reporting schedules
added $8.9 million. These items were offset by the effect of a change in foreign
exchange rates of $6.5 million and a reduction in the revenue of existing
operations of $0.8 million.

FINANCIAL CONDITION AND LIQUIDITY

Cash flow from operating activities was $16.9 million in 2003, compared to $36.1
million in 2002 and $13.4 million in 2001. As indicated previously, the Company
implemented our new business information system in the fourth quarter of 2003.
As with any major change in systems, the timing and length of the conversion
activities required to complete the implementation affected our day-to-day
operations. More specifically, these conversion activities impacted the level of
billings that we could generate in the last quarter of the year as evidenced by
the increase in our level of investment in costs and estimated earnings in
excess of billings at the end of the year. The number of days' revenues in this
account increased to 52 days compared to 30 days at the end of

38                                               Stantec Inc. 2003 Annual Report

<PAGE>

Great Faces of Stantec

                            [Photo of Gordon Forbes]

Gordon Forbes, Structural Engineer
Buildings engineeing

The Farm at Arapahoe County Community Development, Colorado (Urban Land
Engineering)

2002. Billing activity subsequent to the year-end is returning to preconversion
levels, and we anticipate that our investment in this balance will return to our
normal expected range of between 30 and 35 days.

In 2003, $33.5 million in cash was used in investing activities, compared to
$29.2 million in 2002. We completed fewer acquisitions in 2003 than in 2002,
resulting in a net decrease in cash expended of approximately $11.4 million.
This difference was offset by an increased investment in property and equipment
of $11.3 million in 2003 compared to 2002. The implementation of our new
business information system, the construction of the Stantec Atrium Tower in
Edmonton, and continued renovations to Stantec Centre in Edmonton accounted for
this additional investment. The remaining difference is the amount of proceeds
received in 2002 on the disposition of our minority interest in Linnet Geomatics
International Inc. and on the divestiture of our 50-person operation in
Gatineau, Quebec. The amount of cash used in investing activities in 2002
totaled $29.2 million, compared to $11.4 million in 2001. This difference was
due to the additional $13.6 million spent on acquisitions and the $6.8 million
spent on property and equipment, particularly for renovations to and expansion
of Stantec Centre.

The Company used $21.3 million in cash in financing activities in 2003, compared
to the generation of $29.5 million in 2002 and the use of $12.6 million in 2001.
We issued an additional 1.2 million common shares for net cash proceeds of $18.3
million in 2002 and borrowed $30.0 million on our existing acquisition credit
facility. During 2003, we repaid

Stantec Inc. 2003 Annual Report                                               39

<PAGE>

long-term debt in the amount of $20.6 million, and $1.4 million was used to
repurchase shares of the Company under our Normal Course Issuer Bid. The
following table summarizes the contractual obligations due on our long-term debt
and operating lease commitments:

CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
(in thousands of dollars)                                               Payments Due
- -------------------------              ----------------------------------------------------------------------------
                                                       < than
                                        Total          1 year        2 - 3 years      4 - 5 years     After 5 years
                                       -------         ------        -----------      -----------     -------------
<S>                                    <C>             <C>           <C>              <C>             <C>
Long-term debt                          44,575         13,416           16,647            5,665            8,847
Operating lease commitments            111,034         19,038           32,545           24,521           34,930
                                       -------         ------           ------           ------           ------
Total contractual obligations          155,609         32,454           49,192           30,186           43,777
                                       -------         ------           ------           ------           ------
</TABLE>

During 2003, we renegotiated the credit facility we maintain with a major
Canadian chartered bank. Our new credit facility allows for an operating line of
credit of $50 million for the period of October 15, 2003, through February 28,
2004, returning to $20 million thereafter. At December 31, 2003, $8.3 million of
this amount had been used (none had been used at December 31, 2002).

Our shareholders' equity increased $9.1 million to $160.5 million from $151.4
million in 2002. This increase resulted from net income of $25.1 million, the
recognition of the fair value of share-based compensation of $0.6 million in
2003, and the issue of shares on the exercise of options of $0.6 million, offset
by the repurchase of shares pursuant to the Normal Course Issuer Bid of $1.4
million during the year and the $15.8 million change in our cumulative
translation account arising on the translation of our US-based foreign
subsidiaries in 2003. The $15.8 million change is due to the significant
strengthening of the Canadian dollar -- from $0.63 to $0.77 -- in relation to
the US dollar during the year.

Our Normal Course Issuer Bid was renewed in 2003 and allows the Company to
repurchase up to 550,311 shares. We continue to believe that, from time to time,
the market price of our common shares does not fully reflect the value of our
business or future business prospects and that, at such

GREAT FACES OF STANTEC]

[PHOTO OF STEVEN VOLL]
Steven Voll, Managing Principal,
Manufacturing/Industrial

[PHOTO OF CHARLOTTE SMITH]
Charlotte Smith, Administrative Assistant

[PHOTO OF DONNY JOHNSON]
Donny Johnson, Project Manager, Transportation

40                                               Stantec Inc. 2003 Annual Report

<PAGE>

GREAT FACES OF STANTEC

[Photo of Bob Dawson]
Bob Dawson, Vice President, Environment

[Photo of Debra Mollet]
Debra Mollet, Civil Engineer, Urban Land

[Photo of Dan Richert]
Dan Richert, Technologist, Environmental
Management

[WILLIAM CAFETERIA, NORTH CAROLINA AGRICULTURE AND TECHNICAL STATE
UNIVERSITY, NORTH CAROLINA (BUILDINGS ENGINEERING, ARCHITECTURE & INTERIOR
DESIGN PICTURE]
William Cafeteria, North Carolina Agriculture and Technical State
University, North Carolina (Buildings Engineering, Architecture & Interior
Design


Williams Cafeteria, North Carolina Agriculture and Technical State University,
North Carolina (Buildings Engineering, Architecture & Interior Design)

times, outstanding common shares are an attractive, appropriate, and desirable
use of available Company funds. Consequently, in 2003 we purchased 74,700 common
shares at an average price of $18.63 per share for an aggregate price of
$1,392,000. In 2002 we purchased 54,600 common shares at an average price of
$16.12 per share for an aggregate price of $880,000.

ACQUISITIONS

Our Company completed four acquisitions in 2003 for total consideration of $9.4
million and 10 acquisitions in 2002 for total consideration of $38.5 million.

In January 2003, the Company acquired the shares of Vancouver, British
Columbia-based APAI Architecture Inc. and Mandalian Enterprises Limited, a
comprehensive architectural design services firm, to expand our Architecture &
Interior Design practice area. This addition was followed in May by the
acquisition of Ecological Services Group Inc., an environmental consulting firm
headquartered in Guelph, Ontario. We then acquired the assets and business of
Optimum Energy Management Inc. in November. This Calgary, Alberta-based firm
specializes in industrial energy management services and complements our Power,
Resources & Chemicals practice area. In December the team from Inner Dimension
Design Associates joined our Regina, Saskatchewan, office to provide
professional services in interior design.

Stantec Inc. 2003 Annual Report                                               41

<PAGE>

GREAT FACES OF STANTEC

[Photo of Linda Tomlinson]
Linda Tomlinson, Office Administrator

[Photo of Brian Johnson]
Brian Johnson, Vice President, British Columbia

[Photo of Jacques Gauthier]
Jacques Gauthier, Associates, Architecture &
Interior Design

FUTURE EXPECTATIONS

Our Company continues to operate in a highly diverse infrastructure and
facilities market within a North American economy that is demonstrating
significant divergence across regions. The market involves numerous technical
disciplines, clients, and industries and engages both the private and public
sectors. Over the next few years, we expect the demand for services in this
market to be driven by continued population growth, government regulations, and
the need to maintain, upgrade, and replace an aging North American
infrastructure. The industry should also benefit from continued outsourcing of
technical services, especially in the public sector. Its fortunes are at least
partially tied to the performance of the economy, and the overall outlook
heading into 2004 is promising.

The US economy is forecasted to show continued strength as the impacts of
aggressive monetary and fiscal incentives take effect. During 2003, federal rate
and tax cuts were successful in encouraging consumer spending, resulting in a
strong year for housing construction, while business investment was slower to
respond, and we have yet to see a significant rebound in a weak commercial
infrastructure market. In addition, certain market segments, such as
transportation, remain highly dependent on government allocations to programs
such as the Transportation Equity Act for the 21st Century and its successors.
Although federal government spending has remained strong throughout the economic
downturn of the past few years, several state and local governments have been
forced to curtail their spending in response to lower tax revenues and budget
shortfalls. State and local spending is expected to rebound, however, in the
next 12 to 18 months, concurrent with an overall economic recovery. McGraw Hill
Construction and other sources are predicting a modest to strong increase in
overall construction spending in the US in 2004, depending on the degree of an
anticipated slowdown in the residential market.

At the same time, Canada's economy is forecasted to improve in 2004 while
underperforming that of the US. Domestic demand is expected to be strong, and
although the strong Canadian dollar continues to impact exports, improved US
demand resulting from greater economic activity is anticipated to offset this
effect. More specifically, the demand for housing is expected to remain robust
fueled by low interest rates, job

42                                               Stantec Inc. 2003 Annual Report

<PAGE>

GREAT FACES OF STANTEC

[Photo of Michael Unger]
Michael Unger, Managing Principal, Urban Land

[Photo of Trevor Pasika]
Trevor Pasika, Survey Technologies

and income growth, and strong market conditions. Housing starts are expected to
moderate only slightly in 2004 from a 15-year high in 2003, contributing to
ongoing strong performance in Stantec's Urban Land market segment. As well,
indications are that the institutional sector, which has been the driving force
behind non-residential construction over the past three years, with the greatest
investment going into health care and educational facilities, will continue to
be strong in 2004.

Within this market outlook, our Company expects to achieve continued growth
through a combination of internal hiring and acquisitions. We target long-term
average compound growth rates of 15 to 25%, although not every year may see
growth in this range. We have chosen this target because we believe it is an
achievable goal that allows us to enhance the depth of our expertise, broaden
our service provision, provide expanded opportunities to our employees, and
support our information technology systems. Our ability to continue to grow at
this rate depends to a large extent on the availability of acquisition
opportunities. Since our industry is composed of 100,000, mostly small firms,
there are many acquisition candidates. At any one time, we are engaged in
discussions with up to 20 or more firms. Currently, the firms with which we are
in some stage of discussion have between 10 and 750 employees.

[PHOTO OF JUDI STEWART]
Judi Stewart, Senior Marketing Coordinator

[INDEPENDENCE BOULEVARD UTILITY RELOCATION EVALUATION, NORTH CAROLINA (URBAN
LAND ENGINEERING) PICTURE]

Independence Boulevard Utility Relocation Evaluation, North Carolina (Urban Land
Engineering)

Stantec Inc. 2003 Annual Report                                               43

<PAGE>

GREAT FACES OF STANTEC

[PHOTO OF NANCY WILSON]
Nancy Wilson, Financial Manager

We plan to support this level of growth through a combination of cash flow from
operations and additional financing while maintaining a return on equity at or
above 14% and a net income at or above 5% of net revenue. Although we believe
that an appropriate target for a normal debt to equity ratio for our Company is
at or below .5 to 1, opportunities to conclude transactions may require us to
increase the amount of debt we carry beyond that limit. If the need to finance a
larger acquisition arises, we will seek to raise cash through additional share
issues.

Looking at the results of our current mix of project activity in the US and
Canada, we anticipate that our gross margin as a percentage of net revenue will
remain in the range of 52 to 54% for 2004 and that administrative expenses will
remain in the range of 39 to 41% of net revenue. We expect our effective tax
rate for 2004 to be between 36.5 to 37.5%. Although the federal Canadian
statutory tax rate will decrease by 2% in 2004, this reduction will be offset in
part by an increase in provincial statutory rates as well as an anticipated
increase in revenue from our US-based operations.

[UNIVERSITY COLLEGE OF THE CARIBOO CAMPUS
PLAN, BRITISH COLUMBIA (ARCHITECTURE & INTERIOR DESIGN PICTURE]

University College of the Cariboo Campus
Plan, British Columbia (Architecture & Interior Design

[PHOTO OF CRAIG RUARK]
Craig Ruark, Business Development Manager

44                                               Stantec Inc. 2003 Annual Report

<PAGE>
[GREAT FACES PF STANTC]

[PHOTO OF RICK GROSS]
Rick Gross, Senior Designer, Mechanical

[PHOTO OF BRENDA ARSENAULT]
Brenda Arsenault, Quality Control Coordinator

[PHOTO OF OREST KLUFAS]
Orest Klufas, Architect

[MISSION HILLS PARK, NEVADA (PLANNING & LANDSCAPE ARCHITECTURE]

Mission Hills Park, Nevada (Planing & Landscape Architecture
RISK

OPERATIONS

Like all professional services firms in the infrastructure and facilities
industry, Stantec is exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

      -     Timing of completion and potential cancellation of client orders and
            projects

      -     Our ability to complete projects on schedule and within budget

      -     Our clients' satisfaction with the quality of our services

      -     Potential litigation through exposure to third-party claims

      -     Competition for new contracts, including pricing pressures

      -     Economic factors that impact the ability of clients to contract for
            our services

      -     Availability of qualified staff and personnel

      -     Quality of our clients and their credit risk

      -     Our ability to obtain the necessary licenses and permits to carry
            out our projects

      -     Risks associated with working in international locations.

We mitigate our operating risks through our business strategy and other
protective measures. As mentioned previously, our three-dimensional business
model of geographic, practice area, and life cycle diversification minimizes our
dependency on any particular industry or economic sector for our income. Stantec
also protects itself from exposure to competition by entering into a diverse
range of contracts with a wide range of fee amounts.

Stantec Inc. 2003 Annual Report                                               45

<PAGE>

To address the risk of competition for qualified personnel, we offer a number of
employment incentives, including training programs, employee share ownership
(for Canadian employees), and opportunities for professional development and
enhancement, along with compensation plans that we believe to be innovative,
flexible, and designed to reward top performance. As well, in 2003 we embarked
on an "employer of choice" initiative to maintain our ability to attract and
retain the most qualified staff.

Our Company also maintains insurance coverage for our operations, including
professional liability insurance. The maximum coverage under our professional
liability policy is generally $25 million per claim and per annum, with a per
claim deductible of $500,000 and an aggregate excess deductible of $2.5 million.
In September 2003, Stantec established a regulated captive insurance company to
insure and fund the payment of any professional liability self-insured
retensions related to claims arising after August 1, 2003. We, or our clients,
also obtain project-specific insurance for designated projects from time to
time. In addition, we invest resources in a Risk Management team dedicated to
providing Company-wide support and guidance on risk avoidance and professional
practices and procedures. One such practice is to carry out select client
evaluations, including credit risk appraisals, before entering into contract
agreements to reduce the risk of non-payment for our services.

In 2003 we launched a new project manager training program for our Company.
Requiring a passing score for each training module, the program is aimed at
skill development in risk mitigation, project planning, quality control and
assurance, and financial administration, among other project management
responsibilities. We believe that improved project management across our
operations will increase our ability to deliver projects on schedule and within
budget.

As well, we believe our experience and knowledge in conducting business outside
North America help us mitigate the risks of undertaking international projects.
This work involves political uncertainties, contracts with foreign clients, and
operating under foreign legal systems.

[CALGARY CENTRE FOR INNOVATIVE TECHNOLOGY,
ALBERTA (BUILDINGS ENGINEERING PICTURE]

Calgary Centre For Innovative Technology,
Alberta (Buildings Engineering)

46                                               Stantec Inc. 2003 Annual Report

<PAGE>
GREAT FACES OF STANTEC

MARKET

Our Company is also exposed to various market factors that can affect our
performance. Three such market risks include the availability of debt financing,
the impact of the rate of exchange between Canadian and US dollars, and the
effect of changes in interest rates. We minimize these risks by adhering to
solid financial practices and procedures.

As mentioned previously, our Company currently has a term loan and operating
facility with one financial institution. Although we have continued to meet
required covenant ratios, we have no assurance that debt financing will continue
to be available from our current lender or other financial institutions on
similar terms. As our need for debt financing increases, we will seek financing
from more than one financial institution.

Because significant portions of our Company's revenue and expenses are generated
or incurred in US dollars, we face the challenge of fluctuations in exchange
rates. To the extent that US-dollar revenues are greater than US-dollar expenses
in a strengthening US-dollar environment, we expect a positive impact on our
income from operations. Conversely, to the extent that US-dollar revenues are
greater than US-dollar expenses in a weakening US-dollar environment, we expect
a negative impact. This exchange rate risk primarily reflects, on an annual
basis, the impact of fluctuating exchange rates on the net difference between
total US-dollar professional revenues and US-dollar expenses. Other exchange
risk arises from our non-US-based foreign subsidiaries. The Company's income
from operations will be impacted by exchange rate fluctuations used in
translating these revenues and expenses. In addition, the impact of exchange
rates on the balance sheet accounts of our non-US-based foreign subsidiaries
will impact our operating results. We also continue to be exposed to exchange
rate risk for the US-dollar and other foreign currency-denominated balance sheet
items carried by our Canadian and International operations.

[SANMING WASTEWATER TREATMENT PLAN, LIANGYANG SANMING, CHINA (ENVIORANMENT
INFRASTRUCTURE PICTURE]

Sanming Wastewater Treatment Plan, Liangyang Sanming, China (Envioranment
Infrastructure

[PHOTO OF TIM LINES]
Tim Lines, Managing Principal,
Environmental Infrastructure
<PAGE>

In addition, changes in interest rates present a risk to our performance. All of
our Company's bank facilities (i.e., operating loans and acquisition loan) and
$87,000 of our outstanding promissory notes carry a floating rate of interest.
We estimate that, based on our balances at December 31, 2003, a 1% change in
interest rates would impact our earnings per share by approximately $0.02.

GREAT FACES OF STANTEC

[PHOTO OF CHRIS VAN BUSSEL SENIOR VICE PRESIDENT, URBAN LAND]

[PHOTO OF NIAGARA FALL CASINO/GATEWAY PROJECT, ONTANIO (PROGRAM & PROJECT
MANAGEMENT)]

[PHOTO OF MAHAWK/MC MASTER INSTIUTE FOR APPLIED HEALTH SCINCES, ONTARIO
(BUILDINGS ENGINEERING)]

[PHOTO OF ENVIROMENTAL EFFECT MANTITORING ONTTARIO (ENVIROMENTAL MANAGEMENT)]

[PHOTO OF MARY - ANNA MCQUADE, ADMINISTRATIVE ASSISTANT]

                                                 Stantec Inc. 2003 Annual Report

48
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.14
<SEQUENCE>17
<FILENAME>t17577exv99w14.txt
<DESCRIPTION>EX-99.14
<TEXT>
<PAGE>

[STANTEC LOGO]

                                                                    STANTEC INC.
                                                 MANAGEMENT INFORMATION CIRCULAR
                                                         SOLICITATION OF PROXIES

SOLICITATION OF PROXIES

The information contained in this management information circular is furnished
in connection with the solicitation of proxies to be used at the annual meeting
of shareholders of Stantec Inc. (the "Corporation") to be held on Thursday, May
6, 2004 at Stantec Center, 10160 - 112 Street, Edmonton AB T5K 2L6, at 11:00 AM
(MDT), and at all adjournments thereof, for the purposes set forth in the
accompanying notice of meeting. It is expected that the solicitation will be
made primarily by mail, but proxies may also be solicited personally by
employees of the Corporation and its subsidiaries. THE SOLICITATION OF PROXIES
BY THIS CIRCULAR IS BEING MADE BY OR ON BEHALF OF THE MANAGEMENT OF THE
CORPORATION and the total cost of the solicitation will be borne by the
Corporation. The information contained herein is given as at March 19, 2004,
except where otherwise noted.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are representatives of
management of the Corporation and are directors and/or officers of the
Corporation. A SHAREHOLDER WHO WISHES TO APPOINT SOME OTHER PERSON TO REPRESENT
SUCH SHAREHOLDER AT THE MEETING MAY DO SO BY INSERTING SUCH PERSON'S NAME IN THE
BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH OTHER PERSON NEED NOT BE A
SHAREHOLDER OF THE CORPORATION.

To be valid, proxies must be signed and deposited with CIBC Mellon Trust
Company, 600 The Dome Tower, 333 - 7th Avenue SW, Calgary AB T2P 2Z1, not later
than 5:00 PM (MDT) on May 4, 2004 or, if the meeting is adjourned, 5:00 PM (MDT)
on the second business day before any adjournment of the meeting.

A shareholder who has given a proxy may revoke the proxy (a) by completing and
signing a proxy bearing a later date and depositing it as aforesaid; or (b) by
depositing an instrument in writing executed by the shareholder or by the
shareholder's attorney authorized in writing (i) at the registered office of the
Corporation at any time up to and including the last business day preceding the
day of the meeting, or any adjournment thereof, at which the proxy is to be
used, or (ii) with the chairman of the meeting prior to the commencement of the
meeting on the day of the meeting or any adjournment thereof; or (c) in any
other manner permitted by law.

SHARES HELD BY NOMINEE

NON-REGISTERED HOLDERS

VOTING OF COMMON SHARES - ADVICE TO BENEFICIAL HOLDERS OF SECURITIES THE
INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY
SHAREHOLDERS AS A SUBSTANTIAL NUMBER OF THE SHAREHOLDERS HOLD COMMON SHARES
THROUGH BROKERS AND THEIR NOMINEES AND NOT IN THEIR OWN NAME. Shareholders who
do not hold their

                                                                    Page 1 of 22
<PAGE>

common shares in their own name (referred to in this management information
circular as BENEFICIAL SHAREHOLDERS) should note that only proxies deposited by
shareholders whose names appear on the records of the Corporation as the
registered holders of the common shares can be recognized and acted upon at the
meeting. If common shares are listed in an account statement provided to a
shareholder by a broker, then in almost all cases those shares will not be
registered under the name of the shareholder on the records of the Corporation.
Such shares will more likely be registered under the name of the shareholder's
broker or an agent of that broker. Shares held by brokers or their nominees can
only be voted for, or voted against any resolution upon the instructions of the
Beneficial Shareholder. Without specific written voting instructions, brokers
and nominees are prohibited from voting shares for their clients.

Applicable regulatory policy requires intermediaries and brokers to seek voting
instructions from Beneficial Shareholders in advance of shareholders' meetings.
Every intermediary and broker has its own mailing procedures and provides its
own return instructions, which should be carefully followed by Beneficial
Shareholders in order to ensure that their common shares are voted at the
meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its
broker is identical to the form of the proxy provided to registered
shareholders; however, its purpose is limited to instructing the registered
shareholder how to vote on behalf of the Beneficial Shareholder. A BENEFICIAL
SHAREHOLDER RECEIVING A PROXY FROM AN INTERMEDIARY CANNOT USE THAT PROXY TO VOTE
SHARES DIRECTLY AT THE MEETING; RATHER, THE PROXY MUST BE RETURNED TO THE
INTERMEDIARY WELL IN ADVANCE OF THE MEETING IN ORDER TO HAVE THE SHARES VOTED. A
BENEFICIAL SHAREHOLDER OR ITS NOMINEE, IF THE BENEFICIAL SHAREHOLDER SO REQUESTS
AND PROVIDES TO THE INTERMEDIARY APPROPRIATE DOCUMENTATION, SHALL BE APPOINTED
BY THE INTERMEDIARY AS PROXYHOLDER. ONLY AFTER THE BENEFICIAL SHAREHOLDER OR ITS
NOMINEE HAS BEEN APPOINTED PROXY HOLDER CAN THAT BENEFICIAL SHAREHOLDER OR ITS
NOMINEE VOTE SHARES DIRECTLY AT THE MEETING. A BENEFICIAL SHAREHOLDER SHOULD
CONTACT ITS INTERMEDIARY TO DETERMINE WHICH DOCUMENTATION THE INTERMEDIARY
REQUIRES IN ORDER FOR IT OR ITS NOMINEE TO BE APPOINTED PROXY HOLDER.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The management representatives designated in the enclosed form of proxy will
vote or withhold from voting the Common Shares in respect of which they are
appointed by proxy on any ballot that may be called for in accordance with the
instructions of the shareholder as indicated on the proxy and, if the
shareholder specifies a choice with respect to any matter to be acted upon, the
shares will be voted accordingly. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH
SHARES WILL BE VOTED BY THE MANAGEMENT REPRESENTATIVES FOR THE ELECTION OF
DIRECTORS AND FOR THE APPOINTMENT OF THE AUDITORS AS INDICATED UNDER THOSE
HEADINGS IN THIS CIRCULAR.

The enclosed form of proxy confers discretionary authority upon the management
representatives designated therein with respect to amendments to, or variations
of, matters identified in the notice of meeting and with respect to other
matters which may properly come before the meeting. At the date of this
circular, the management of the Corporation knows of no such amendments,
variations, or other matters.

                                                                    Page 2 of 22
<PAGE>

VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF

On March 19, 2004, the Corporation had outstanding 18,468,384 Common Shares.
Each holder of Common Shares of record at the close of business on March 19,
2004, the record date established for notice for the meeting, will be entitled
to one vote for each Common Share held by such holder on all matters proposed to
come before the meeting.

To the knowledge of the directors and officers of the Corporation, there are no
persons beneficially owning or exercising control or direction over the shares
of the Corporation carrying more than 10% of the votes attached to the voting
shares of the Corporation.

NORMAL COURSE ISSUER BID

On September 4, 2003, the Corporation announced its intention to make a normal
course issuer bid which commenced on September 9, 2003. Pursuant to the normal
course issuer bid, the Corporation wishes to acquire up to 550,311 Common
Shares, being approximately 3% of the issued and outstanding Common Shares at
that time, until the expiry of the bid on September 8, 2004.

The Corporation believes that, at certain times, the market price of its Common
Shares may not adequately reflect the value of its business and its future
business prospects. As a result, the Corporation believes that its outstanding
Common Shares may, at such times, represent an attractive investment and an
appropriate and desirable use of its available funds. The Common Shares will be
purchased by the Corporation for cancellation.

Purchases will be effected through the facilities of the Toronto Stock Exchange,
in accordance with its by-laws, rules, and policies, and the price which the
Corporation will pay for any Common Shares acquired by it will be the market
price of such shares at the time of acquisition.

Copies of the Notice of Intention to Make a Normal Course Issuer Bid filed by
the Corporation with the Toronto Stock Exchange may be obtained, without charge,
by contacting the Corporation at: 200 - 10160 - 112 Street, Edmonton AB T5K 2L6.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors (the "Board") of the Corporation believes in the
importance of maintaining sound corporate governance practices. A description of
the Corporation's Corporate Governance Practices is set out in Schedule "A".

The Company Manual of the Toronto Stock Exchange requires that this Statement of
Corporate Governance Practices relates the corporate governance practices of the
Board to the "Guidelines for Improved Corporate Governance" contained in the
December 1994 Report of The Toronto Stock Exchange Committee on Corporate
Governance in Canada (the "TSX Report"). The headings which appear in Schedule
"A" address the principal matters relating to corporate governance practice
guidelines set out in Section 474 of the TSX Company Manual.

In the Statement of Corporate Governance Practices, the terms "unrelated
director", "related director" and "outside director" have the meanings given to
them in the TSX Company Manual (s.474): An unrelated director is a director who
is independent of management and is free from any interest and any business or
other relationship which could, or could reasonably be

                                                                    Page 3 of 22
<PAGE>

perceived to, materially interfere with the director's ability to act with a
view to the best interests of the Corporation, other than interests arising from
shareholding. A related director is a director who is not an unrelated director.

Standards with respect to corporate governance practices in Canada continue to
be in a state of ongoing review and development. At present, the guidelines
contained in the TSX Company Manual continue to be the primary governance
standard to which Canadian public companies must compare their governance
practices. A number of revisions to these governance standards have been
proposed and are under consideration. The Corporation continues to monitor and
adapt to the evolution of corporate governance standards.

MANDATE OF THE BOARD OF DIRECTORS

The mandate of the Board is to supervise the management of the business and
affairs of the Corporation and to act with a view to the best interests of the
Corporation. The Board's major responsibilities are:

      -     to ensure that the Corporation adopts a strategic planning process;

      -     to review and monitor the Corporation's principal business risks, as
            identified by management, and the system to manage such risks;

      -     to ensure that management provides for succession planning;

      -     to ensure that management provides for the integrity of the
            Corporation's internal control and management information systems.

There were seven meetings of the Board and one strategic planning session in
2003. The Board has had two meetings in 2004. A minimum of four additional
meetings of the Board are scheduled for 2004. The agenda of Board meetings, and
whether additional meetings are held, will depend on the state of the
Corporation's affairs, including any opportunities or problems facing the
Corporation. It is the current practice that at least one directors' meeting
each year be held at a location other than the head office, with a view to
giving the directors a broader exposure to the Corporation's business and
operations. At these meetings, the directors are provided with an opportunity to
meet with senior management within the local and regional area. Last year,
directors' meetings were held in Edmonton, Phoenix, Calgary and Toronto.

COMMITTEES OF THE BOARD

Throughout 2003, there were two committees of the Board: the Audit Committee and
the Corporate Governance and Compensation Committee.

AUDIT COMMITTEE

The Audit Committee is comprised entirely of unrelated directors. In summary,
the Committee approves, monitors, evaluates, advises, or makes recommendations
on matters affecting the external audit and the financial reporting and
accounting control policies and practices of the Corporation. The Terms of
Reference of the Audit Committee specifically include the following:

                                                                    Page 4 of 22
<PAGE>

      -     review, and recommend to the Board for approval, the annual audited
            financial statements and continuous disclosure documents, including:

            a)    the financial content of the annual report;

            b)    the annual management information circular and proxy
                  materials;

            c)    the annual information form;

            d)    the management discussion and analysis section of the annual
                  report

      -     review and authorize the release of the quarterly unaudited
            financial statements including management's discussion and analysis,
            the quarterly interim report to shareholders and the quarterly press
            release on earnings of the Corporation

      -     review, and recommend to the Board for approval, all financial
            statements, reports of a financial nature, and the financial content
            of prospectuses or any other reports which require approval by the
            Board prior to submission thereof to any regulatory authority

      -     review and assess, in conjunction with management and the external
            auditor:

            a)    the appropriateness of accounting policies and financial
                  reporting practices used by the Corporation, including
                  alternative treatments that are available for consideration;

            b)    any significant proposed changes in financial reporting and
                  accounting policies and practices to be adopted by the
                  Corporation;

            c)    any new or pending developments in accounting and reporting
                  standards that may affect or impact on the Corporation; and

            d)    the key estimates and judgements of management that may be
                  material to the financial reporting of the Corporation

      -     assess the performance and consider the annual appointment of
            external auditor for recommendation to the Board for ultimate
            recommendation for appointment by the shareholders

      -     review, approve and execute the annual engagement letter with the
            external auditor

      -     approve, before the fact, the engagement of the external auditor for
            all non-audit services and the fees for such services, and consider
            the impact on the independence of the external audit work of fees
            for such non-audit services

      -     review all fees paid to the external auditor for audit services and,
            if appropriate, recommend their approval to the Board

      -     review with the external auditor the results of the annual audit
            examination

The Audit Committee met four times in 2003. In addition to formal meetings, the
members of the Audit Committee meet informally as required, either in person or
by telephone. The Chairman of the Audit Committee provides regular reports at
the Corporation's Board meetings.

                                                                    Page 5 of 22
<PAGE>

CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE

The Corporate Governance and Compensation Committee is comprised entirely of
unrelated directors. The Committee makes recommendations to the full Board on,
among other things:

      Corporate Governance Matters

      -     developments in the area of corporate governance generally;

      -     composition and size of the Board;

      -     appropriate candidates for nomination to the Board;

      -     providing an orientation and education program for new directors;

      -     evaluating the performance of the Board, committees thereof, and
            individual directors;

      -     considering and approving any requests by an individual director to
            engage outside experts at the expense of the Corporation.

      Compensation Matters

      -     compensation policy which reflects the rationale for each element of
            executive pay, including the link between compensation and
            performance and the level of competitiveness of the total
            compensation package;

      -     administration of the Share Option Plan on behalf of the
            Corporation;

      -     executive management compensation, including bonuses, stock options,
            pensions, and benefits;

      -     compensation for the Chief Executive Officer;

      -     senior management performance reviews;

      -     the Corporation's succession plans for executive management
            positions.

The Corporate Governance and Compensation Committee met once in 2003. In
addition to formal meetings, the members of the Corporate Governance and
Compensation Committee meet informally as required, either in person or by
telephone. The Chairman of the Corporate Governance and Compensation Committee
provides regular reports at the Corporation's Board meetings.

ELECTION OF DIRECTORS

The number of directors to be elected at the meeting is eight. The management
representatives named in the enclosed form of proxy for the meeting intend to
vote for the election of directors of the proposed nominees whose names are set
out below. All such nominees are now directors and have been directors since the
dates indicated below. Management does not contemplate that any of the proposed
nominees will be unable to serve as a director, but, if that should occur for
any reason prior to the meeting, the persons named in the enclosed form of

                                                                    Page 6 of 22
<PAGE>

proxy for the meeting reserve the right to vote for another nominee at their
discretion. Each director elected will hold office until the next annual meeting
or until his successor is elected or appointed.

The Corporation has an Audit Committee and a Corporate Governance and
Compensation Committee. The members of each committee are indicated below.

The following information, with respect to the persons proposed to be nominated
for election as directors, indicates the number of Common Shares of the
Corporation reported by such persons as beneficially owned, directly or
indirectly, or over which control or direction was exercised by such persons on
March 19, 2004.

<TABLE>
<CAPTION>
           NAME AND                                                      COMMON     DEFERRED SHARE
      PRINCIPAL OCCUPATION                              DIRECTOR SINCE   SHARES        UNITS(4)
      --------------------                              --------------   -------    --------------
<S>                                                     <C>              <C>        <C>
NEILSON A. "DUTCH" BERTHOLF, JR.(1)                          1998            500        1,200
  Corporate Director

ROBERT J. BRADSHAW (1)
  Chairman, Contor Industries Limited
  (management company)                                       1993         55,000        1,200

E. JOHN (JACK) FINN (2)
  Corporate Director                                         1995         14,000        1,200

ROBERT E. FLYNN (1)
  Corporate Director                                         1995         57,000        1,200

ANTHONY P. FRANCESCHINI
  President & CEO of the Corporation                         1994        217,118          n/a

WILLIAM D. GRACE (1), (2)
  Corporate Director                                         1994          5,000        1,200

STEPHEN D. LISTER (2)
  Managing Partner of
  Imperial Capital Corporation                               1993         55,000        1,200
  (merchant bank)

RONALD TRIFFO (3)
  Chairman of the Board
  of the Corporation                                         1985        391,887          n/a
</TABLE>

(1)   Member of the Corporate Governance and Compensation Committee.

(2)   Member of the Audit Committee.

(3)   Chairman of the Board.

(4)   See the Compensation of Directors section (pg 8) for details with respect
      to the Deferred Share Units.

Each of the directors of the Corporation has been engaged for more than five
years in his present principal occupation or in other capacities with the
company or organization (or a predecessor thereof) in which he currently holds
his principal occupation.

                                                                    Page 7 of 22
<PAGE>

COMPENSATION OF DIRECTORS

Until July 1, 2003, the Outside Directors (ie. non-management Directors) of the
Corporation, other than the Chairman of the Board, were entitled to receive an
annual directors' fee retainer of $14,000 ($3,500/quarter). Outside Directors
who chaired any Committee of the Board were entitled to receive an additional
$600 per quarter. In addition, Outside Directors were entitled to receive $1,200
in respect of each meeting of the Board or Committee of the Board at which they
were in attendance. The Chairman of the Board, Mr. Triffo, under agreement with
the

Corporation, was entitled to receive a $150,000 per annum director fee retainer,
payable biweekly with no additional compensation for Committee, Board or other
meeting fees. Mr. Triffo's agreement terminates if he ceases to hold the
position of Chairman of the Board. The President and CEO, Mr. Franceschini,
receives no compensation for acting as a Director of the Corporation.

Effective July 1, 2003, the Board confirmed a policy that Outside Directors
would no longer be eligible for the receipt of share options in the Corporation.
The Board also initiated a compensation program for Directors that the Board
believes encourages a continuing equity interest by Directors in the Corporation
thus further aligning Directors' interests with those of the shareholder base
and provides reasonably for the retention and attraction of qualified Directors
in both Canada and the United States.

As of July 1, 2003, Outside Directors, other than the Chairman, are entitled to
receive an annual directors' fee retainer in the form of 1,600 Deferred Share
Units (DSUs) in the Corporation (400 DSUs/quarter). Each DSU has a value equal
to that of one Common Share of the Corporation. No Common Shares will be issued
or transferred on redemption of DSUs and no voting rights attach to the DSUs.
Upon death or retirement, DSUs will be paid out in cash at the closing market
price of the Corporation's Common Shares on the last trading day of the month of
death or retirement. In addition, any of these Directors who chair any Committee
of the Board receive an additional $1,500 per quarter. Outside Directors, other
than the Chairman, are also entitled to receive $1,800 in respect of each
meeting of the Board or a Committee of the Board at which they are in
attendance. The Chairman of the Board, Mr. Triffo, continues to receive Director
compensation in accordance with the agreement referred to above. The Chairman is
not eligible for options in respect of the Corporation's Common Shares, the
receipt of DSUs or other retainer fees or fees for Board, Committee or other
meetings of the Corporation. The President and CEO, Mr. Franceschini, receives
no compensation for acting as a Director of the Corporation.

During the financial year of the Corporation ended December 31, 2003, the
Corporation paid to Outside Directors a total of approximately $379,440 which
includes Chairman's compensation of $150,000 and compensation paid to Outside
Directors as follows:

<TABLE>
<S>                                 <C>
Retainers and meeting fees          $     139,200
DSUs (valued at date of issue)      $      90,240
</TABLE>

EXECUTIVE COMPENSATION

The following table provides a summary of compensation earned during 2003 by the
Chief Executive Officer and the four most highly compensated executive officers
(other than the Chief Executive Officer) of the Corporation (collectively, the
"Named Executive Officers").

                                                                    Page 8 of 22
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                              LONG-TERM
                                                            COMPENSATION
                                    ANNUAL COMPENSATION        AWARDS
                                    -------------------   SECURITIES UNDER   ALL OTHER
                                     SALARY    BONUS(1)       OPTIONS(2)    COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR     ($)        ($)             (#)            ($)
- ---------------------------  ----    -------   --------   ----------------  ------------
<S>                          <C>    <C>        <C>        <C>               <C>
A.P. FRANCESCHINI            2003    367,793    717,338        150,000         11,2503
  President & CEO            2002    250,000    748,705            nil          6,5004
                             2001    238,472    608,276            nil          6,2704

R.L. ALARIE                  2003    196,165    230,000          6,000          5,5004
  Vice President & COO,      2002    183,788    200,000          9,000        200,6315
  Canada Central             2001    175,013    125,000            nil        167,8236
  Stantec Consulting Ltd.

W.B. LESTER                  2003    220,664    350,000          7,000          6,0004
  Vice President & COO,      2002    225,000    325,000         12,000          5,5004
  Canada West                2001    175,013    250,000            nil          5,0004
  Stantec Consulting Ltd.

C.W. VAN BUSSEL              2003    179,737    215,000          5,000          5,1654
  Senior Vice President,     2002    179,361    135,000          5,000          5,0004
  Urban Land                 2001    175,013    125,000            nil          5,0004
  Stantec Consulting Ltd.

D.W. Wilson                  2003    196,165    195,000          6,500          5,5004
  Vice President & CFO       2002    183,787    116,212          7,000          5,1764
                             2001    175,012    110,000            nil          5,0004
</TABLE>

(1)   Represents bonuses earned and calculated in respect of the indicated
      financial year.

(2)   Relates to Common Shares of the Corporation. See Executive Stock Options.

(3)   Represents a payment to the executive officer's registered retirement
      savings/employee share purchase plan ($9,000) and a service award ($
      2,250)

(4)   Represents a payment to the executive officer's registered retirement
      savings/employee share purchase plan.

(5)   Represents a payment to Mr. Alarie's registered retirement
      savings/employee share purchase plan ($5,176) and a performance payment
      arising in connection with the acquisition of PEL Group Inc. ("PEL") by
      Stantec Consulting Ltd. ("SCL") in 1997 ($195,455).

(6)   Represents a payment to Mr. Alarie's registered retirement
      savings/employee share purchase plan ($4,943) and a performance payment
      arising in connection with the acquisition of PEL by SCL in 1997
      ($162,880).

                                                                    Page 9 of 22
<PAGE>

EXECUTIVE STOCK OPTIONS

         OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

<TABLE>
<CAPTION>
                                                                              MARKET VALUE
                                                                                  OF
                                                                               SECURITIES
                                       % OF TOTAL                              UNDERLYING
                                     OPTIONS GRANTED                         OPTIONS ON THE
                   SECURITIES UNDER  TO EMPLOYEES IN      EXERCISE OR BASE   DATE OF GRANT
NAME               OPTIONS (#)(1)    FINANCIAL YEAR      PRICE ($/SECURITY)   ($/SECURITY)           EXPIRATION DATE
- ----               ----------------  ---------------     ------------------  --------------          ---------------
<S>                <C>               <C>                 <C>                 <C>                     <C>
                                         48.78             $       16.10       $    16.10              Jan 3/10
A.P. Franceschini     30,000(2)
                      30,000(3)                            $       18.85       $    18.85              Jan 3/11
                      30,000(4)                            $       21.60       $    21.60              Jan 3/12
                      30,000(5)                            $       24.35       $    24.35              Jan 3/13
                      30,000(6)                            $       27.10       $    27.10              Jan 3/13
R.L. Alarie            6,000(7)           1.95             $       21.00       $    21.00             Dec 19/10
W.B. Lester            7,000(8)           2.28             $       21.00       $    21.00             Dec 19/10
C.W. Van Bussel        5,000(9)           1.63             $       21.00       $    21.00             Dec 19/10
D. W. Wilson          6,500(10)           2.11             $       21.00       $    21.00             Dec 19/10
</TABLE>

(1)   Relates to Common Shares of the Corporation.

(2)   Options are available for exercise commencing January 3, 2004

(3)   Options are available for exercise commencing January 3, 2005

(4)   Options are available for exercise commencing January 3, 2006

(5)   Options are available for exercise commencing January 3, 2007

(6)   Options are available for exercise commencing January 3, 2008

(7)   Options are exercisable as follows: 2,000 options are available commencing
      December 19, 2004; 2,000 options are available commencing December 19,
      2005; and 2, 000 options are available commencing December 19, 2006

(8)   Options are exercisable as follows: 2,334 options are available commencing
      December 19, 2004; 2,334 options are available commencing December 19,
      2005; and 2, 332 options are available commencing December 19, 2006

(9)   Options are exercisable as follows: 1,667 options are available commencing
      December 19, 2004; 1,667 options are available commencing December 19,
      2005; and 1,667 options are available commencing December 19, 2006

10    Options are exercisable as follows: 2,167 options are available commencing
      December 19, 2004; 2,167 options are available commencing December 19,
      2005; and 2, 166 options are available commencing December 19, 2006

         AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED
               FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                     Securities                          Unexercised Options at     Value of Unexercised
                      Acquired     Aggregate Value         Financial Year End       in-the-Money Options
                    on Exercise       Realized                  (#)               at Financial Year End(1)
Name                     (#)             ($)           Exercisable/Unexercisable  Exercisable/Unexercisable
- ----                ------------   ---------------     -------------------------  -------------------------
<S>                 <C>            <C>                 <C>                        <C>
A.P. Franceschini         nil            nil                 292,000/150,000         $4,578,000/$292,500
R.L. Alarie               nil            nil                    4,700/12,000         $    48,470/$52,200
W.B. Lester               nil            nil                   35,000/15,000         $   564,250/$68,500
C.W. Van Bussel           nil            nil                    33,667/8,333         $   569,869/$30,831
D.W. Wilson             6,500         $  95,200                21,834/11,166         $   357,788/$42,612
</TABLE>

(1)   The closing price of the Corporation's Common Shares on the Toronto Stock
      Exchange on December 31, 2003 was $22.10.

                                                                   Page 10 of 22
<PAGE>

EMPLOYMENT CONTRACT WITH CHIEF EXECUTIVE OFFICER

The Corporation entered into a new employment contract with Mr. Franceschini
effective January 1, 2003 providing for Mr. Franceschini's continuance as
President & CEO of the Corporation until December 31, 2008. The contract
provides for (i) an annual base salary of $375,000, (ii) an annual bonus of 1.5%
of the Corporation's annual income before deductions for employee performance
bonuses, executive bonuses and taxes, and (iii) options in respect of the
Corporation's Common Shares as follows:

<TABLE>
<CAPTION>
NUMBER OF OPTIONS    STRIKE PRICE     VESTING DATE      EXPIRY DATE
<S>                  <C>            <C>               <C>
     30,000           $    16.10    January 3, 2004   January 3, 2010
     30,000           $    18.85    January 3, 2005   January 3, 2011
     30,000           $    21.60    January 3, 2006   January 3, 2012
     30,000           $    24.35    January 3, 2007   January 3, 2013
     30,000           $    27.10    January 3, 2008   January 3, 2013
</TABLE>

In the event of termination without cause, Mr. Franceschini would receive a lump
sum payment of $750,000. In the event of a change of control, defined for this
purpose as the nominees of a shareholder holding at least 30% of the Common
Shares of the Corporation being elected as a majority of the Board of Directors
or one person or firm acquiring more than 50% of the Common Shares of the
Corporation, then within a six-month period from the date of the change of
control, Mr. Franceschini may terminate his employment and receive a $750,000
lump sum payment. In all other cases Mr. Franceschini may terminate his
employment on three months' written notice. The contract includes restrictions
on competition, solicitation of employees and solicitation of clients by Mr.
Franceschini for a period of two years following termination of employment.

EMPLOYMENT CONTRACTS WITH OTHER NAMED EXECUTIVE OFFICERS

The Corporation and Stantec Consulting Ltd. ("SCL") entered into an employment
contract with Raymond L. Alarie effective October 31, 2001, which may be
terminated by SCL without cause upon payment of $200,000 to Mr. Alarie. In the
event of a change of control, defined for this purpose as the nominees of a
shareholder holding at least 30% of the Common Shares of the Corporation being
elected as a majority of the Board of Directors or one person or firm acquiring
more than 50% of the Common Shares of the Corporation, then within a six-month
period from the date of the change of control, Mr. Alarie may terminate his
employment and receive a $200,000 lump sum payment. In all other cases Mr.
Alarie may terminate his employment upon three months' notice to SCL. The
contract provides for a bi-weekly salary and an annual discretionary bonus.
Effective January 1, 2004, Mr. Alarie's bi-weekly salary was set at $9,038.25.
The contract includes restrictions on competition by Mr. Alarie for a period of
two years following termination of employment.

The Corporation and SCL entered into a new employment contract with W. Barry
Lester effective December 19, 2002 which may be terminated by SCL without cause
upon payment of one year's compensation (current year salary and a bonus based
on the most recent bonus earned by Mr. Lester) to Mr. Lester. In the event of a
change of control, defined for this purpose as the nominees of a shareholder
holding at least 30% of the Common Shares of the Corporation being elected as a
majority of the Board of Directors or one person or firm acquiring more than 50%
of the Common Shares of the Corporation, then within a six-month period from the
date of the change of control, Mr. Lester may terminate his employment and
receive a lump

                                                                   Page 11 of 22
<PAGE>

sum payment equal to one year's compensation (current year salary and a bonus
based on the most recent bonus earned by Mr. Lester). In all other cases Mr.
Lester may terminate his employment upon three months' notice to SCL. The
contract provides for a bi-weekly salary and an annual discretionary bonus.
Effective January 1, 2004, Mr. Lester's bi-weekly salary was set at $9,038.25.
The contract includes restrictions on competition by Mr. Lester for a period of
two years following termination of employment.

The Corporation and SCL entered into an employment contract with Chris W. Van
Bussel effective October 31, 2001, which may be terminated by SCL without cause
upon payment of $100,000 to Mr. Van Bussel. In the event of a change of control,
defined for this purpose as the nominees of a shareholder holding at least 30%
of the Common Shares of the Corporation being elected as a majority of the Board
of Directors or one person or firm acquiring more than 50% of the Common Shares
of the Corporation, then within a six-month period from the date of the change
of control, Mr. Van Bussel may terminate his employment and receive a $100,000
lump sum payment. In all other cases Mr. Van Bussel may terminate his employment
upon three months' notice to SCL. The contract provides for a bi-weekly salary
and an annual discretionary bonus. Effective January 1, 2004, Mr. Van Bussel's
bi-weekly salary was set at $8,461.50. The contract includes restrictions on
competition by Mr. Van Bussel for a period of two years following termination of
employment.

The Corporation and SCL entered into an employment contract with Donald W.
Wilson effective October 31, 2001, which may be terminated by SCL without cause
upon payment of $200,000 to Mr. Wilson. In the event of a change of control,
defined for this purpose as the nominees of a shareholder holding at least 30%
of the Common Shares of the Corporation being elected as a majority of the Board
of Directors or one person or firm acquiring more than 50% of the Common Shares
of the Corporation, then within a six-month period from the date of the change
of control, Mr. Wilson may terminate his employment and receive a $200,000 lump
sum payment. In all other cases Mr. Wilson may terminate his employment upon
three months' notice to SCL. The contract provides for a bi-weekly salary and an
annual discretionary bonus. Effective January 1, 2004, Mr. Wilson's bi-weekly
salary was set at $8,653.40. The contract includes restrictions on competition
by Mr. Wilson for a period of two years following termination of employment.

REPORT ON EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

The Corporation has designed its executive compensation program to provide a
link between corporate performance and executive compensation. The Corporation's
executive compensation philosophy is to attract, retain, and motivate top
executives who will contribute to the Corporation's long-term success. The
compensation program should ensure that individuals are directed towards
achieving key corporate goals, appropriately reward them for generating
outstanding business results, and reward their outstanding personal
contributions in the leadership and management of the Corporation. The level of
base salary for each executive officer within a specified range is determined by
the level of responsibility, the importance of the position to the Corporation,
and industry standards. The annual bonus for each executive officer is
discretionary and is determined on an individual basis taking into account a
number of factors including individual and overall corporate performance. There
is no specific weighting assigned to these factors and their relative importance
may vary from year to year.

                                                                   Page 12 of 22
<PAGE>

In order to provide a long-term incentive to key employees, including the Named
Executive Officers, the Corporation has established an Employee Share Option
Plan. The Employee Share Option Plan is intended to: (a) align management
interests with those of the ordinary shareholder; (b) contribute to growth of
shareholder value; (c) produce constant improvement in operating results; (d)
encourage key employees to remain as employees; and (e) encourage key employees
to become the owners of Common Shares of the Corporation. Grants are made under
the Employee Share Option Plan at the discretion of the Board of Directors on
the advice of the Corporate Governance and Compensation Committee and vary as to
amount with the responsibilities and performance of the individual.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Compensation of the Chief Executive Officer was determined in accordance
with his employment contract, which was entered into effective June 1, 1998. The
Corporation entered into a new employment contract with the CEO effective
January 1, 2003 (See Employment Contract with the Chief Executive Officer). The
compensation of the CEO is comprised of a base salary, an annual incentive
bonus, and share options. Because there are a limited number of direct
comparables for the CEO's position, the CEO's base salary was negotiated with
the CEO based on his overall experience, responsibility, and performance. The
CEO's annual incentive bonus is tied directly to corporate performance. The
share options, issued pursuant to the Corporation's Employee Share Option Plan,
are a long-term incentive tied directly to the creation of shareholder value.
The Board believes that this compensation is appropriate for the CEO as the
overall compensation package is substantially tied directly to short-term
financial performance through the annual incentive bonus and to long-term
financial performance through the share options.

Submitted on behalf of the
Corporate Governance and Compensation Committee

Robert J. Bradshaw, Chair
Neilson A. "Dutch" Bertholf, Jr.
Robert E. Flynn
William D. Grace

                                                                   Page 13 of 22
<PAGE>

PERFORMANCE GRAPH

The following graph illustrates the cumulative total shareholder return for $100
invested in the Corporation's Common Shares on December 31, 1998 compared with
the cumulative total return of the S&P/TSX Composite Index.

                              CUMULATIVE RETURN ON
               $100 INVESTMENT ASSUMING REINVESTMENT OF DIVIDENDS
                      DECEMBER 31, 1998 - DECEMBER 31, 2003

[PERFORMANCE GRAPH]

<TABLE>
<C>              <C>       <C>
31 DEC '98      -$  100    $  100
31 DEC '99      -$  107   .$  132
31 DEC '00      -$  151   -$  141
31 DEC '01      -$  251   -$  124
31 DEC '02      -$  326   -$  108
31 DEC '03      -$  431   -$  137
</TABLE>

*S&P/TSX Composite Index replaced the TSE 300 in May 2002. Data prior to May
2002 is from the TSE 300 Total Return Index and data from May 2002 is from the
S&P/TSX Composite Total Return Index.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation carries Directors' and Officers' Liability insurance coverage
with a total annual limit of $40,000,000, subject to a corporate deductible of
$250,000 per claim. Under this insurance coverage, the Corporation is entitled
to be reimbursed for payments made to directors and officers required or
permitted by law or under provisions of its by-laws as indemnity for loss,
including legal costs, arising from claims made against any of the directors and
officers for an alleged or actual wrongful act attempted or committed by them
during the course of their duties as such, provided they acted honestly and in
good faith with a view to the best interests of the Corporation. Coverage also
applies to individual directors and officers if they are not indemnified by the
Corporation, with no deductible. There are certain exclusions, including
exclusions for bodily injury and property damage and for those acts which result
in personal profit or advantage to which the insureds were not legally entitled,
some of which exclusions are covered under other insurance policies. The
coverage is in effect from May 1, 2003 to May 1, 2004 and the total premium is
$125,000.

                                                                   Page 14 of 22
<PAGE>

APPOINTMENT OF AUDITORS

Unless the shareholder has specified in the enclosed form of proxy that the
shares represented by such proxy are to be withheld from voting in the
appointment of auditors, or on any ballot that may be called for in the
appointment of auditors, the management representatives designated in the
enclosed form of proxy intend to vote in favor of the reappointment of Ernst &
Young, Chartered Accountants as auditors of the Corporation, to hold office
until the close of the next annual meeting of shareholders and to authorize the
directors to fix the remuneration of the auditors. Ernst & Young, Chartered
Accountants have served as auditors of the Corporation since December 11, 1993.

2005 SHAREHOLDER PROPOSALS

Shareholder proposals must be submitted no later than December 15, 2004 to be
considered for inclusion in next year's management proxy circular for the
purposes of the Corporation's 2005 annual meeting of shareholders.

OTHER BUSINESS

The Corporation knows of no matter to come before the annual meeting of
shareholders other than the matters referred to in the notice of meeting.

ADDITIONAL INFORMATION

Upon request being made by any person to the Secretary of the Corporation, the
Corporation shall provide to that person the following:

a)    one copy of the Annual Information Form of the Corporation, together with
      one copy of any document or the pertinent pages of such documents
      incorporated by reference therein;

b)    one copy of the Corporation's comparative financial statements for the
      most recently completed financial year, together with the accompanying
      report of the auditor, and one copy of any interim financial statements of
      the Corporation subsequent to the financial statements for the most
      recently completed financial year;

c)    one copy of the Management Proxy Circular of the Corporation in respect of
      the most recent annual meeting of shareholders which involved the election
      of directors.

The Corporation may require the payment of a reasonable charge if the request is
made by a person who is not a security holder of the Corporation.

DIRECTORS' APPROVAL

The contents and sending of this circular to the shareholders of the Corporation
have been approved by the Board of the Corporation.

CERTIFICATE

                                                                   Page 15 of 22
<PAGE>

The foregoing contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was
made.

(signed)                                          (signed)
ANTHONY P. FRANCESCHINI                           DONALD W. WILSON
President & CEO                                   Vice President & CFO

Edmonton, Alberta
March 19, 2004

                                                                   Page 16 of 22
<PAGE>

                                  SCHEDULE "A"

                       TSX CORPORATE GOVERNANCE GUIDELINES

<TABLE>
<CAPTION>
TSX Corporate Governance Guidelines          Stantec Compliance
- -----------------------------------     --------------------------------------
<S>                                     <C>
1.    THE BOARD OF DIRECTORS OF         The Board is responsible for the
      EVERY CORPORATION SHOULD          stewardship of the Corporation and to
      EXPLICITLY ASSUME                 oversee the conduct, directions and
      RESPONSIBILITY FOR THE            results of the business. The Board is
      STEWARDSHIP OF THE                required to act in the best interests
      CORPORATION AND, AS PART OF       of the Corporation and establish
      THE OVERALL STEWARDSHIP           proper business practices and
      RESPONSIBILITY, SHOULD ASSUME     appropriate ethical standards expected
      RESPONSIBILITY FOR THE            of the Corporation.
      FOLLOWING MATTERS:

   a. ADOPTION OF A STRATEGIC           The Board is actively involved in the
      PLANNING PROCESS;                 Corporation's strategic planning
                                        process. One Board meeting per year is
                                        set aside for a comprehensive and
                                        interactive planning session with
                                        senior management. The Board as a
                                        whole participates in discussion on
                                        corporate strategy. As part of this
                                        meeting risks and opportunities of the
                                        business are discussed, and goals and
                                        strategies are reviewed and prepared.
                                        The Board is responsible for approving
                                        the strategic plan recommended by
                                        management and for supervising the
                                        implementation of the plan by
                                        management. At least on a quarterly
                                        basis, the Board monitors performance
                                        of management in relation to strategic
                                        and operational objectives. Management
                                        must seek the Board's approval for any
                                        transaction that would have a
                                        significant impact on the strategic
                                        plan.

   b. THE IDENTIFICATION OF THE         The Board identifies the principal
      PRINCIPAL RISKS OF THE            risks of the Corporation based on its
      CORPORATION'S BUSINESS AND        knowledge of the consulting industry,
      ENSURING THE IMPLEMENTATION OF    the competitive environment, general
      APPROPRIATE SYSTEMS TO MANAGE     economic conditions and information
      THESE RISKS;                      provided by management. For a detailed
                                        list of the risks of the Corporation,
                                        see the MD&A section of the annual
                                        report.

                                        The Board and the Audit Committee
                                        ensure that risk management systems
                                        are implemented by management. The
                                        Board receives an integrated
                                        environment, health and safety report
                                        quarterly. In the interest of
                                        improving the Corporation's risk
                                        management processes a Director of
                                        Risk Management has been appointed
                                        this year.

                                        The Audit Committee reviews and
                                        monitors insurance coverage and
                                        receives an annual report from
                                        management.

                                        The Audit Committee is responsible for
                                        regularly reviewing financial risk
                                        management activities and holding
                                        discussions with the Corporation's
                                        auditors.

   c  SUCCESSION PLANNING, INCLUDING    The Corporate Governance and
      APPOINTING, TRAINING AND          Compensation Committee periodically
      MONITORING SENIOR MANAGEMENT;     reviews the Corporation's
                                        organizational plan and structure and,
                                        in particular, reviews the CEO
                                        succession plan. Appropriate
                                        recommendations are made to the Board
                                        for approval.

                                        Succession planning is one of the
                                        written objectives of the President
                                        and Chief Executive Officer. The
                                        performance of senior
</TABLE>

                                                                   Page 17 of 22
<PAGE>

<TABLE>
<S>                                     <C>
                                        management is annually measured
                                        against their written objectives.

   d  A COMMUNICATIONS POLICY FOR THE   The Board has ensured that the
      CORPORATION; AND                  necessary structures are in place to
                                        support effective communication
                                        between the Corporation, its
                                        shareholders, other stakeholders, and
                                        the public.

                                        Stantec has approved policies on
                                        material and nonmaterial disclosure
                                        and media relations, which are
                                        available to all staff on the
                                        Corporation's intranet.

                                        All public financial information and
                                        annual audited financial statements
                                        are reviewed and recommended to the
                                        Board for approval, through the Audit
                                        Committee. The quarterly financial
                                        statements are reviewed and released
                                        by the Audit Committee. Information
                                        which is publicly disclosed is
                                        reviewed and approved by the CEO and
                                        the Corporation's Director of
                                        Communications, and then released as
                                        appropriate through news wire
                                        services, the general media, the
                                        Corporation's website, and mailings to
                                        shareholders.

                                        Stantec's website (stantec.com) was
                                        reviewed and is expected to be revised
                                        effective June 2004.

                                        Individual queries, comments, or
                                        suggestions can be made at any time by
                                        calling, writing, or emailing the
                                        Corporation's head office in Edmonton,
                                        Alberta. The Corporation has dedicated
                                        communications and investor relations
                                        staff available to respond to
                                        inquiries from shareholders, media,
                                        and the public.

   e  THE INTEGRITY OF THE              The Board ensures the integrity of
      CORPORATION'S INTERNAL CONTROL    internal control and management
      AND MANAGEMENT INFORMATION        information systems through the work
      SYSTEMS.                          and reporting of the Audit Committee.

                                        The Audit Committee reviews the
                                        methods of controlling corporate
                                        assets and information systems and
                                        oversees the financial reporting
                                        process in accordance with Generally
                                        Accepted Accounting Principles on an
                                        annual or quarterly basis where
                                        appropriate or required.

2.  THE BOARD OF DIRECTORS OF EVERY     The Board consists of 7
    CORPORATION SHOULD BE               outside/unrelated directors and
    CONSTITUTED WITH A MAJORITY OF      Anthony P. Franceschini, the president
    INDIVIDUALS WHO QUALIFY AS          and CEO of the Corporation who is an
    UNRELATED DIRECTORS. AN             inside/related director. Although
    UNRELATED DIRECTOR IS A DIRECTOR    previously identified as a related
    WHO IS INDEPENDENT OF MANAGEMENT    director, Ronald Triffo, the Chairman
    AND IS FREE FROM ANY INTEREST       of the Board, is an outside/unrelated
    AND ANY BUSINESS OR OTHER           director within the meaning of
    RELATIONSHIP WHICH COULD, OR        applicable securities and stock
    COULD REASONABLY BY PERCEIVED       exchange requirements, primarily as a
    TO, MATERIALLY INTERFERE WITH       result of the 5 years which have
    THE DIRECTOR'S ABILITY TO ACT       elapsed since Mr. Triffo retired as
    WITH A VIEW TO THE BEST             the President and CEO of the
    INTERESTS OF THE CORPORATION,       Corporation and the fact that Mr.
    OTHER THAN INTERESTS AND            Triffo does not participate in the
    RELATIONSHIPS ARISING FROM          day-to-day management of the
    SHAREHOLDING. A RELATED DIRECTOR    Corporation.
    IS A DIRECTOR WHO IS NOT AN
    UNRELATED                           The Corporation does not have a
                                        significant shareholder.
</TABLE>

                                                                   Page 18 of 22
<PAGE>

<TABLE>
<S>                                     <C>
    DIRECTOR. IF THE CORPORATION HAS
    A SIGNIFICANT SHAREHOLDER, IN
    ADDITION TO A MAJORITY OF
    UNRELATED DIRECTORS, THE BOARD
    SHOULD INCLUDE A NUMBER OF
    DIRECTORS WHO DO NOT HAVE
    INTERESTS IN OR RELATIONSHIPS
    WITH EITHER THE CORPORATION OR
    THE SIGNIFICANT SHAREHOLDER AND
    WHICH FAIRLY REFLECTS THE
    INVESTMENT IN THE CORPORATION BY
    SHAREHOLDERS OTHER THAN THE
    SIGNIFICANT SHAREHOLDER. A
    SIGNIFICANT SHAREHOLDER IS A
    SHAREHOLDER WITH THE ABILITY TO
    EXERCISE A MAJORITY OF THE VOTES
    FOR THE ELECTION OF THE BOARD OF
    DIRECTORS.

3.  THE APPLICATION OF THE              The Board, through the Corporate
    DEFINITION OF "UNRELATED            Governance and Compensation
    DIRECTOR" TO THE CIRCUMSTANCES      Committee, has reviewed and
    OF EACH INDIVIDUAL DIRECTOR         determined which directors are
    SHOULD BE THE RESPONSIBILITY OF     considered "unrelated" pursuant
    THE BOARD WHICH WILL BE REQUIRED    to the definition in the TSX
    TO DISCLOSE ON AN ANNUAL BASIS      guidelines. Anthony P.
    WHETHER THE BOARD HAS A MAJORITY    Franceschini is a related
    OF UNRELATED DIRECTORS OR, IN       director due to his position as
    THE CASE OF A CORPORATION WITH A    president and CEO of the
    SIGNIFICANT SHAREHOLDER, WHETHER    Corporation. All other directors
    THE BOARD IS CONSTITUTED WITH       are unrelated. Additional
    THE APPROPRIATE NUMBER OF           information with respect to the
    DIRECTORS WHICH ARE NOT RELATED     directors may be found in the
    TO EITHER THE CORPORATION OR THE    Election of Directors section of
    SIGNIFICANT SHAREHOLDER.            this information circular.
    MANAGEMENT DIRECTORS ARE RELATED
    DIRECTORS. THE BOARD WILL ALSO
    BE REQUIRED TO DISCLOSE ON AN
    ANNUAL BASIS THE ANALYSIS OF THE
    APPLICATION OF THE PRINCIPLES
    SUPPORTING THIS CONCLUSION.

4.  THE BOARD OF DIRECTORS OF EVERY     The Corporate Governance and
    CORPORATION SHOULD APPOINT A        Compensation Committee, all of whose
    COMMITTEE OF DIRECTORS COMPOSED     members are outside and unrelated, has
    EXCLUSIVELY OF OUTSIDE, IE,         the responsibility for recommending
    NON-MANAGEMENT DIRECTORS, A         new members for election to the Board.
    MAJORITY OF WHOM ARE UNRELATED
    DIRECTORS, WITH THE                 The Corporate Governance and
    RESPONSIBILITY FOR PROPOSING TO     Compensation Committee has the
    THE FULL BOARD NEW NOMINEES TO      responsibility for assessing the
    THE BOARD AND FOR ASSESSING         performance of the Board and its
    DIRECTORS ON AN ONGOING BASIS.      committees on an annual basis. The
                                        appropriate skills and characteristics
                                        required of Directors are reviewed in
                                        the context of the current make-up of
                                        the Board and the current affairs of
                                        the Corporation. This assessment
                                        includes a consideration of skills,
                                        judgment, integrity, experience,
                                        profile and business prospects and
                                        such other factors deemed appropriate,
                                        all in the context of an assessment of
                                        the perceived needs of the Board and
                                        Corporation at that time.

5.  EVERY BOARD OF DIRECTORS SHOULD     At least annually, or as required, the
    IMPLEMENT A PROCESS TO BE           Corporate Governance and Compensation
    CARRIED OUT BY THE NOMINATING       Committee reviews and recommends to
    COMMITTEE OR                        the Board for approval, the need,
                                        composition, chair and members of
                                        Board
</TABLE>

                                                                   Page 19 of 22
<PAGE>

<TABLE>
<S>                                     <C>
    OTHER APPROPRIATE COMMITTEE FOR     committees, with a view that
    ASSESSING THE EFFECTIVENESS OF      Board committees be generally
    THE BOARD AS A WHOLE, THE           composed of unrelated directors
    COMMITTEES OF THE BOARD AND THE     and that committee membership be
    CONTRIBUTION OF INDIVIDUAL          periodically rotated. The
    DIRECTORS.                          committee annually surveys the
                                        directors to provide feedback on
                                        the effectiveness of the Board
                                        and makes recommendations to
                                        enhance the performance of the
                                        Board based on the survey
                                        results.

6.  EVERY CORPORATION, AS AN            The Corporation maintains a
    INTEGRAL ELEMENT OF THE PROCESS     Directors' Reference Manual
    FOR APPOINTING NEW DIRECTORS,       which is updated on a continual
    SHOULD PROVIDE AN ORIENTATION       basis. The Directors have access
    AND EDUCATION PROGRAM FOR NEW       to the Corporation's intranet
    RECRUITS TO THE BOARD.              site including special secured
                                        content to facilitate the
                                        continual provision of current
                                        information. The Board also has
                                        a program whereby a senior
                                        manager makes a presentation at
                                        certain Board meetings during
                                        the year on a topic relating to
                                        a particular aspect of the
                                        business of the Corporation.

                                        At least one meeting annually is
                                        held at a location other than
                                        the Corporation's head office to
                                        provide the Board with the
                                        opportunity to meet with the
                                        local managers in various areas
                                        where the Corporation carries on
                                        business.

                                        No new members have been
                                        appointed to the Board since
                                        1998. When new members are
                                        appointed, they will be provided
                                        with an orientation and
                                        education program as to the
                                        nature of the business of the
                                        Corporation, current issues,
                                        corporate strategies and
                                        responsibilities of directors.

7.  EVERY BOARD OF DIRECTORS SHOULD     The Board presently has eight
    EXAMINE ITS SIZE AND, WITH A        members and it is the opinion of
    VIEW TO DETERMINING THE IMPACT      the Board that this size is
    OF THE NUMBER UPON                  appropriate for its members to
    EFFECTIVENESS, UNDERTAKE WHERE      effectively and responsibly
    APPROPRIATE, A PROGRAM TO REDUCE    discharge their responsibilities
    THE NUMBER OF DIRECTORS TO A        to the Corporation. The Board
    NUMBER WHICH FACILITATES MORE       recognizes that the
    EFFECTIVE DECISION-MAKING.          Corporation's demands on its
                                        directors may evolve with the
                                        development of the Corporation
                                        and the size of the Board should
                                        be considered over time and
                                        within the context of the
                                        development of the Corporation
                                        and the directors'
                                        responsibilities. The geographic
                                        presence of the Corporation and
                                        the individual skills and
                                        expertise of the current members
                                        is considered with respect to
                                        the composition of the Board and
                                        the number of board members is
                                        reviewed annually.

8.  THE BOARD OF DIRECTORS SHOULD       The Corporate Governance and
    REVIEW THE ADEQUACY AND FORM OF     Compensation Committee reviews
    THE COMPENSATION OF DIRECTORS       and recommends to the Board the
    AND ENSURE THE COMPENSATION         levels of compensation and
    REALISTICALLY REFLECTS THE          benefits of Board members. In
    RESPONSIBILITIES AND RISK           this regard, the Committee
    INVOLVED IN BEING AN EFFECTIVE      analyses time commitments, fees
    DIRECTOR.                           payable in other similar
                                        organizations and the
                                        responsibilities of directors in
                                        general.

                                        As a result of the annual review
                                        the Board revised the
                                        compensation policy as described
                                        on page 8 of this information
                                        circular.

9.  COMMITTEES OF THE BOARD OF          All of the committees of the
    DIRECTORS SHOULD GENERALLY BE       Board are composed solely of
    COMPOSED OF OUTSIDE DIRECTORS, A    unrelated directors. The Board
    MAJORITY OF WHOM ARE UNRELATED      has appointed two committees:
    DIRECTORS, ALTHOUGH SOME BOARD      the Audit Committee and the
    COMMITTEES, SUCH AS THE             Corporate Governance and
    EXECUTIVE COMMITTEE, MAY INCLUDE    Compensation Committee.
    ONE OR MORE INSIDE DIRECTORS.
                                        For further information with
                                        respect to the scope and
                                        membership of each committee,
                                        please see pages 4 - 6 of this
                                        information circular.

                                        The terms of reference of the
                                        committees of the Board may be
                                        found
</TABLE>

                                                                   Page 20 of 22
<PAGE>

<TABLE>
<S>                                   <C>
                                        on our website.

10. EVERY BOARD OF DIRECTORS SHOULD     The Corporate Governance and
    EXPRESSLY ASSUME RESPONSIBILITY     Compensation Committee is
    FOR, OR ASSIGN TO A COMMITTEE OF    responsible for corporate
    DIRECTORS THE GENERAL               governance issues. The Corporate
    RESPONSIBILITY FOR, DEVELOPING      Governance and Compensation
    THE CORPORATION'S APPROACH TO       Committee is comprised entirely
    GOVERNANCE ISSUES. THIS             of unrelated directors and has a
    COMMITTEE WOULD, AMONGST OTHER      detailed written mandate
    THINGS, BE RESPONSIBLE FOR THE      approved by the Board which
    CORPORATION'S RESPONSE TO THESE     specifies their responsibility
    GOVERNANCE GUIDELINES.              for corporate governance issues.

11. THE BOARD OF DIRECTORS, TOGETHER    The Board's Corporate Governance
    WITH THE CEO, SHOULD DEVELOP        Guidelines, adopted in June
    POSITION DESCRIPTIONS FOR THE       1997, specify the duties and
    BOARD AND THE CEO, INVOLVING THE    responsibilities of the Board.
    DEFINITION OF THE LIMITS TO         The Board's Corporate Governance
    MANAGEMENT'S RESPONSIBILITIES.      Guidelines are updated annually,
    IN ADDITION, THE BOARD SHOULD       as appropriate.
    APPROVE OR DEVELOP THE CORPORATE
    OBJECTIVES WHICH THE CEO IS         The Chief Executive Officer is
    RESPONSIBLE FOR MEETING.            mandated to conduct the
                                        day-to-day business and affairs
                                        of the Corporation and is
                                        responsible for implementing the
                                        Board's strategies, goals and
                                        directions.

                                        The Chief Executive Officer's
                                        written objectives are reviewed
                                        and approved by the Board
                                        annually.

12. EVERY BOARD OF DIRECTORS SHOULD     The Corporate Governance and
    HAVE IN PLACE APPROPRIATE           Compensation Committee is
    STRUCTURES AND PROCEDURES TO        responsible for administering
    ENSURE THAT THE BOARD CAN           the Board's relationship with
    FUNCTION INDEPENDENTLY OF           management and the CEO, ensuring
    MANAGEMENT. AN APPROPRIATE          the ability of the Board to
    STRUCTURE WOULD BE TO (I)           function independently. The
    APPOINT A CHAIR OF THE BOARD WHO    Board holds an executive session
    IS NOT A MEMBER OF MANAGEMENT       without management present at
    WITH RESPONSIBILITY TO ENSURE       the end of each Board meeting.
    THE BOARD DISCHARGES ITS            Standing items on the agenda of
    RESPONSIBILITIES OR (II) ADOPT      the executive session are: CEO
    ALTERNATIVE MEANS SUCH AS           Performance and Succession
    ASSIGNING THIS RESPONSIBILITY TO    Planning.
    A COMMITTEE OF THE BOARD OR TO A
    DIRECTOR, SOMETIMES REFERRED TO     The independence of the Board is
    AS THE "LEAD DIRECTOR".             further enabled by the
    APPROPRIATE PROCEDURES MAY          separation of the positions of
    INVOLVE THE BOARD MEETING ON A      Chairman and President & CEO.
    REGULAR BASIS WITHOUT MANAGEMENT    The Chairman of the Board is an
    PRESENT OR MAY INVOLVE EXPRESSLY    outside, unrelated director.
    ASSIGNING THE RESPONSIBILITY FOR
    ADMINISTERING THE BOARD'S           Directors have the authority to
    RELATIONSHIP TO MANAGEMENT TO A     retain external advisors with
    COMMITTEE OF THE BOARD.             the approval of the Corporate
                                        Governance and Compensation
                                        Committee.
</TABLE>

                                                                   Page 21 of 22
<PAGE>

<TABLE>
<S>                                     <C>
13. THE AUDIT COMMITTEE OF EVERY        The Audit Committee is comprised
    BOARD OF DIRECTORS SHOULD BE        entirely of unrelated directors
    COMPOSED ONLY OF OUTSIDE            and has detailed Terms of
    DIRECTORS. THE ROLES AND            Reference approved by the Board
    RESPONSIBILITIES OF THE AUDIT       which are reviewed annually.
    COMMITTEE SHOULD BE SPECIFICALLY
    DEFINED SO AS TO PROVIDE            The Board believes that all
    APPROPRIATE GUIDANCE TO AUDIT       Audit Committee members, William
    COMMITTEE MEMBERS AS TO THEIR       D. Grace, E. John (Jack) Finn
    DUTIES. THE AUDIT COMMITTEE         and Stephen D. Lister are
    SHOULD HAVE DIRECT COMMUNICATION    "financially literate" and have
    CHANNELS WITH THE INTERNAL AND      "accounting or related financial
    EXTERNAL AUDITORS TO DISCUSS AND    experience" as defined under the
    REVIEW SPECIFIC ISSUES AS           TSX guidelines.
    APPROPRIATE. THE AUDIT COMMITTEE
    DUTIES SHOULD INCLUDE OVERSIGHT     The Committee approves,
    RESPONSIBILITY FOR MANAGEMENT       monitors, evaluates, advises and
    REPORTING ON INTERNAL CONTROL.      makes recommendations, in
    WHILE IT IS MANAGEMENT'S            accordance with its terms of
    RESPONSIBILITY TO DESIGN AND        reference, on matters affecting
    IMPLEMENT AN EFFECTIVE SYSTEM OF    the external and internal
    INTERNAL CONTROL, IT IS THE         audits, risk management matters
    RESPONSIBILITY OF THE AUDIT         and the financial reporting and
    COMMITTEE TO ENSURE THAT            accounting control policies and
    MANAGEMENT HAS DONE SO.             practices of the Corporation.

                                        The Audit Committee meets with
                                        the external auditors at least
                                        twice a year without management
                                        and discussions are held at
                                        least annually with respect to
                                        the quality assessment of the
                                        Corporation's annual and interim
                                        financial reporting and
                                        accounting principles.

                                        The Committee is responsible for
                                        the assessment of performance of
                                        the external auditor. The Audit
                                        Committee also considers the
                                        annual appointment of the
                                        external auditor for
                                        recommendation to the Board and
                                        the review, approval and
                                        execution of the annual
                                        engagement letter including
                                        setting compensation of the
                                        auditor.

                                        All non-audit services provided
                                        by the external auditor are
                                        approved, before the fact, by
                                        the Audit Committee and
                                        consideration is taken with
                                        respect to the impact on the
                                        independence of the external
                                        audit work of fees for such
                                        non-audit services.

14  THE BOARD OF DIRECTORS SHOULD       Individual directors may engage
    IMPLEMENT A SYSTEM WHICH ENABLES    outside advisers at any time
    AN INDIVIDUAL DIRECTOR TO ENGAGE    with the approval of the
    AN OUTSIDE ADVISOR AT THE           Corporate Governance and
    EXPENSE OF THE CORPORATION IN       Compensation Committee.
    APPROPRIATE CIRCUMSTANCES. THE
    ENGAGEMENT OF THE OUTSIDE
    ADVISOR SHOULD BE SUBJECT TO THE
    APPROVAL OF AN APPROPRIATE
    COMMITTEE OF THE BOARD.
</TABLE>

                                                                   Page 22 of 22
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.15
<SEQUENCE>18
<FILENAME>t17577exv99w15.txt
<DESCRIPTION>EX-99.15
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      STANTEC INC.

                                        NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Stantec Inc.
(the "Corporation") will be held at 10160 - 112 Street, Edmonton, Alberta on May
6, 2004 at 11:00 AM (MDT) for the following purposes:

      1.    to receive the financial statements of the Corporation for the
            financial year ended December 31, 2003, together with the report of
            the auditors thereon;

      2.    to elect directors;

      3.    to appoint auditors and to authorize the directors to fix the
            remuneration to be paid to the auditors; and

      4.    to transact such other business as may properly come before the
            meeting or any adjournment thereof.

The accompanying management information circular provides additional information
relating to the matters to be dealt with at the meeting and forms part of this
notice.

                                              By Order of the Board of Directors

                                                  (signed)
Edmonton,                                         JEFFREY S. LLOYD
Alberta March 19, 2004                            Secretary

      If you are not able to be present at the meeting, please exercise your
      right to vote by signing and returning the enclosed form of proxy to CIBC
      Mellon Trust Company, 600 The Dome Tower, 333 - 7th Avenue SW, Calgary AB
      T2P 2Z1, so as to arrive not later than 5:00 PM (MDT) on May 4, 2004 or,
      if the meeting is adjourned, 5:00 PM (MDT) on the second business day
      before any adjournment of the meeting.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.16
<SEQUENCE>19
<FILENAME>t17577exv99w16.txt
<DESCRIPTION>EX-99.16
<TEXT>
<PAGE>

                                  STANTEC INC.

                                   THIS PROXY
               IS SOLICITED ON BEHALF OF MANAGEMENT FOR USE AT THE
                        ANNUAL MEETING OF SHAREHOLDERS OF
                     STANTEC INC. TO BE HELD ON MAY 6, 2004

The undersigned shareholder of Stantec Inc. (the "Corporation") hereby appoints
Anthony P. Franceschini, President and Chief Executive Officer of the
Corporation or, failing him, Jeffrey S. Lloyd, Secretary of the Corporation, or
instead of either of the foregoing,____________________________________ , as the
proxy of the undersigned to attend, vote and act for and on behalf of the
undersigned AT THE ANNUAL MEETING OF THE SHAREHOLDERS OF THE CORPORATION TO BE
HELD ON MAY 6, 2004, AND AT ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, upon the
following matters:

      1.    Election of Directors

            VOTE [ ] or WITHHOLD FROM VOTING [ ] with respect to the election of
            directors.

      2.    Appointment of Auditors

            VOTE [ ] or WITHHOLD FROM VOTING [ ] with respect to the appointment
            of auditors and authorizing the directors to fix the auditors
            remuneration.

      3.    Such other business as may properly come before the meeting.

If any amendments or variations to the matters referred to above or to any other
matters identified in the notice of meeting are proposed at the meeting or any
adjournment or adjournments thereof, or if any other matters which are not now
known to management should properly come before the meeting or any adjournment
or adjournments thereof, this proxy confers discretionary authority on the
person voting the proxy to vote on such amendments or variations or such other
matters in accordance with the best judgment of such person.

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE CORPORATION. A
SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT THEM AND TO ATTEND
AND ACT FOR THEM ON THEIR BEHALF AT THE MEETING OTHER THAN THE MANAGEMENT
REPRESENTATIVES DESIGNATED IN THIS PROXY, AND MAY EXERCISE SUCH RIGHT BY
INSERTING THE NAME OF THE OTHER PERSON THE SHAREHOLDER WISHES TO APPOINT IN THE
SPACE PROVIDED ABOVE FOR THAT PURPOSE. SUCH OTHER PERSON NEED NOT BE A
SHAREHOLDER.

DATED _______, 2004             Signature of Shareholder________________________

                                Name of Shareholder_____________________________

    NOTES:

<PAGE>

1.    IN THE EVENT THAT NO SPECIFICATION HAS BEEN MADE WITH RESPECT TO VOTING OR
      WITHHOLDING FROM VOTING IN THE ELECTION OF DIRECTORS OR THE APPOINTMENT OF
      AUDITORS, THE PROXY NOMINEES ARE INSTRUCTED TO VOTE FOR THE ELECTION OF
      DIRECTORS AND THE APPOINTMENT OF AUDITORS WITH RESPECT TO THE SHARES
      REPRESENTED BY THIS PROXY.

2.    If an individual, please sign exactly as your shares are registered.

3.    If the shareholder is a corporation, this proxy must be executed by a duly
      authorized officer or attorney of the shareholder, and, if the corporation
      has a corporate seal, its corporate seal should be affixed.

4.    If the shares are registered in the name of an executor, administrator or
      trustee, please sign exactly as the shares are registered. If the shares
      are registered in the name of the deceased or other shareholder, the
      shareholder's name must be printed in the space provided. The proxy must
      be signed by the legal representative with their name printed below their
      signature, and evidence of authority to sign on behalf of the shareholder
      must be attached to this proxy.

5.    To be valid, this proxy must be signed and deposited no later than 5:00 PM
      (MDT) on the second business day preceding the meeting or any adjournment
      thereof, with CIBC Mellon Trust Company, 600 The Dome Tower, 333 - 7th
      Avenue SW, Calgary AB T2P 2Z1.

6.    Reference is made to the accompanying management information circular for
      further information regarding completion and use of this proxy and other
      information pertaining to the meeting.

7.    If the proxy form is not dated in the space provided, it is deemed to bear
      the date on which it is mailed by management of the Corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.17
<SEQUENCE>20
<FILENAME>t17577exv99w17.txt
<DESCRIPTION>EX-99.17
<TEXT>
<PAGE>

                                  STANTEC INC.
                               (the "Corporation")

                            SUPPLEMENTAL MAILING LIST

                                   RETURN CARD

NI 54-102 provides shareholders with the opportunity to elect annually to have
their names added to the Corporation's supplemental mailing list in order to
receive quarterly financial statements of the Corporation.

The Canadian Securities Administration recognizes that developments in
information technology allow companies to disseminate documents to security
holders and investors in a more timely and cost efficient manner than by
traditional paper methods. In cases where the method of delivery is not mandated
by legislation, documents may be delivered by electronic means if the recipient
provides consent to receive the documents by that method.

If you wish to receive quarterly financial statements of the Corporation, and/or
you wish to receive corporate information via electronic mail, please complete
and return this form to:

                   Stantec Inc.
                   Investor Relations
                   200, 10160 - 112 Street
                   Edmonton AB T5K 2L6

[ ]   I would like to receive quarterly financial statements by regular mail.
      o

[ ]   would like to receive quarterly financial statements via electronic
      mail.

________________________________________________________________________________
      Name of Shareholder (Please Print)

________________________________________________________________________________
      Address

________________________________________________________________________________
      City                         Province                  Postal Code

________________________________________________________________________________
      Email Address

The undersigned hereby certifies that they are a shareholder of Stantec Inc.

________________________________________________________________________________
      Signature of Shareholder

Dated_____________, 2004
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.18
<SEQUENCE>21
<FILENAME>t17577exv99w18.txt
<DESCRIPTION>EX-99.18
<TEXT>
<PAGE>

STANTEC INC.
10160 - 112 Street
Edmonton AB T5K 2L6
Tel: (780) 917-7000 Fax: (780) 917-7330
STANTEC.com

[STANTEC LOGO]                                                    [50 YEAR LOGO]

March 30, 2004
File: 199-99001

Autorite des marches financiers
800, square Victoria, 22e etage
C.P. 246, Tour de la Bourse
Montreal QC H4Z 1G3

REFERENCE:  STANTEC INC. ("STN")
            ORDER GRANTED JUNE 13, 1997
            DECISION NO 1416-OFIC-1997
            DOSSIER NO 11793

Pursuant to the Order and Section 114 of the Regulations to the Securities Act
(Quebec), the following transactions occurred within the STN Employee Share
Option Plan between December 31, 2002 and December 31, 2003: On December 31,
2002 there were stock options outstanding in respect of 1,236,200 Common Shares
and the number of common shares reserved for issuance as options was 1,748,438.
The 2003 transactions are as follows:

1.    On January 17, 2003, options to acquire 5,000 Common Shares @ $3.50/share
      were exercised.

2.    On January 17, 2003, options to acquire 6,000 Common Share @ $3.60/share
      were exercised.

3.    On January 17, 2003, options to acquire 5,500 Common Shares @ $6.00/share
      were exercised.

4.    On January 17, 2003, options to acquire 2,500 Common Shares @ $5.50/share
      were exercised.

5.    On January 17, 2003, options to acquire 2,664 Common Shares @ $7.00/share
      were exercised.

<PAGE>

STANTEC

March 30, 2004
Page 2 of 2

REFERENCE:  STANTEC INC. ("STN")
            ORDER GRANTED JUNE 13, 1997
            DECISION NO 1416-OFIC-1997
            DOSSIER NO 11793

6.    On March 5, 2003, options to acquire 10,000 Common Shares @ $3.60/share
      were exercised.

7.    On March 5, 2003, options to acquire 45,000 Common Shares @ $6.00/share
      were exercised.

8.    On March 21, 2003, options to acquire 1,500 Common Shares @ $6.00/share
      were exercised.

9.    On May 5, 2003, options to acquire 6,000 Common Shares @ $6.00/share were
      exercised.

10.   On May 7, 2003, options to acquire 2,500 Common Shares @ $3.50/share were
      exercised.

11.   On May 7, 2003, options to acquire 4,000 Common Shares @ $6.00/share were
      exercised.

12.   On May 9, 2003, options to acquire 4,000 Common Shares @ $3.375/share were
      exercised.

13.   On May 27, 2003, options to acquire 1,500 Common Shares @ $6.00/share were
      exercised.

14.   On August 20, 2003, options to acquire 3,500 Common Shares @ $6.00/share
      were exercised.

15.   On August 22, 2003, options to acquire 3,000 Common Shares @ $3.60/share
      were exercised.

16.   On August 29, 2003, options to acquire 6,500 Common Shares @ $6.00/share
      were exercised.

17.   On October 7, 2003, options to acquire 2,500 Common Shares @ $3.50/share
      were exercised.

18.   On October 7, 2003, options to acquire 3,000 Common Shares @ $3.60/share
      were exercised.

19.   On October 7, 2003, options to acquire 2,000 Common Shares @ $6.00/share
      were exercised.

20.   On October 22, 2003, options to acquire 600 Common Shares @ $14.50/share
      were exercised.

21.   On December 10, 2003, options to acquire 2,000 Common Shares @
      $14.50/share were exercised.

<PAGE>

STANTEC

March 30, 2004
Page 3 of 3

REFERENCE:  STANTEC INC. ("STN")
            ORDER GRANTED JUNE 13, 1997
            DECISION NO 1416-OFIC-1997
            DOSSIER NO 11793

22.   On December 19, 2003, options to acquire 157,500 Common Shares @
      $21.00/share were granted.

As a result of these transactions, as at December 31, 2003 there were stock
options outstanding in respect of 1,419,100 Common Shares and the number of
common shares reserved for issuance as options was 1,629,174.

Sincerely,

STANTEC INC.

("Signed")

Jeffrey S. Lloyd
Vice President
Tel: (780) 917-7016
Fax: (780) 917-7330 \
jlloyd@stantec.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.19
<SEQUENCE>22
<FILENAME>t17577exv99w19.txt
<DESCRIPTION>EX-99.19
<TEXT>
<PAGE>

                                  STANTEC INC.

                    _______________________________________

                            ANNUAL INFORMATION FORM

                    _______________________________________

                                 MARCH 30, 2004

                                                                          Page 1

<PAGE>

                             ANNUAL INFORMATION FORM

                                 MARCH 30, 2004

TABLE OF CONTENTS
<TABLE>
<S>                                                                      <C>
STANTEC INC. - ANNUAL INFORMATION FORM                                    3
CORPORATE STRUCTURE                                                       3
Name, Address and Incorporation                                           3
Intercorporate Relationships                                              3
GENERAL DEVELOPMENT OF THE BUSINESS                                       5
Three-Year History                                                        5
Recent Developments                                                       6
Current Trends                                                            6
NARRATIVE DESCRIPTION OF THE BUSINESS                                     6
   Business Units                                                         6
   Consulting Services Business Unit                                      7
   Acquisitions                                                           9
   Clients                                                               11
   Research and Development                                              11
   Intellectual Property                                                 11
   Human Resources                                                       12
   Competition                                                           12
   Liability and Insurance                                               12
   Social or Environmental Policies                                      13
   Foreign Operations                                                    13
SELECTED CONSOLIDATED FINANCIAL INFORMATION*                             14
   Factors affecting the comparability of the above data                 14
   Dividend Policy                                                       15
MANAGEMENT'S DISCUSSION AND ANALYSIS                                     16
RISK FACTORS                                                             16
DESCRIPTION OF CAPITAL STRUCTURE                                         16
Preferred Shares                                                         16
Common Shares                                                            17
MARKET FOR SECURITIES                                                    17
DIRECTORS AND OFFICERS                                                   17
LEGAL PROCEEDINGS                                                        19
TRANSFER AGENT                                                           19
ADDITIONAL INFORMATION                                                   19
</TABLE>

                                                                          Page 2

<PAGE>

STANTEC INC. - ANNUAL INFORMATION FORM

                  MARCH 30, 2004

Certain statements made in this annual information form are of a forward-looking
nature and are subject to important risks and uncertainties. The results
indicated in these statements may differ materially from actual results for a
number of reasons, including without limitation, general industry, market and
economic conditions, world events, workforce retention, interest rates, changes
in laws, adverse regulatory developments or proceedings and future litigation.
The forward-looking statements contained in this annual information form
represent Stantec Inc.'s (the "Company") expectations as of March 30, 2004, and
are subject to change after such date. However, the Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

CORPORATE STRUCTURE

NAME, ADDRESS AND INCORPORATION

Stantec Inc. was incorporated under the Canada Business Corporations Act on
March 23, 1984 as 131277 Canada Ltd. The articles of the Company were amended on
several occasions, namely to change the name of the Company, amend share
attributes, create new classes of shares, reorganize its outstanding share
capital and split its common shares (the "Common Shares") on a two-for-one
basis, and change the minimum and maximum number of directors. On August 15,
1984 the name of the Company was changed to Stanley Engineering Group Inc. and
on October 18, 1989 the name of the Company was changed to Stanley Technology
Group Inc. On March 30, 1994 Stanley Technology Group Inc. amalgamated with
3013901 Canada Limited to continue as Stanley Technology Group Inc. On October
28, 1998, the name of the Company was changed to Stantec Inc.

The head and principal office of the Company and its registered and records
office are located at 10160 - 112 Street, Edmonton, Alberta, T5K 2L6.

Reference in this Annual Information Form to "Stantec" includes, as the context
may require, the Company and all or some of the companies in which it has an
interest collectively, or the Company or one or more of such companies.

INTERCORPORATE RELATIONSHIPS

The following chart lists, as at December 31, 2003, the intercorporate
relationships among the Company and the Company's subsidiaries, the jurisdiction
of incorporation of the companies, and the percentage of voting and non-voting
shares held by Stantec:

                                  STANTEC INC.
<TABLE>
<CAPTION>
                                                             PERCENTAGE
   SUBSIDIARY/                                PERCENTAGE      OF NON-
    AFFILIATE/                                OF VOTING       VOTING        JURISDICTION OF
   ASSOCIATE1                                   SHARES         SHARES       INCORPORATION
   ----------                                   ------         ------       -------------
<S>                                           <C>            <C>            <C>
659243 B.C. Ltd.                                 100            n/a         British Columbia
3038712 Nova Scotia Company                      100            n/a         Nova Scotia
</TABLE>

                                                                          Page 3

<PAGE>

<TABLE>
<CAPTION>
                                                                PERCENTAGE
   SUBSIDIARY/                                    PERCENTAGE      OF NON-
    AFFILIATE/                                     OF VOTING       VOTING      JURISDICTION OF
   ASSOCIATE1                                      SHARES         SHARES       INCORPORATION
   ----------                                      ------         ------       -------------
<S>                                               <C>            <C>           <C>
3053837 Nova Scotia Company                          100            n/a        Nova Scotia
Architectura Inc.                                      0(3&4)       100        Alberta
APAI Architecture Inc.                               003            n/a        British Columbia
Canrede Inc.                                          25            n/a        Ontario
J. Muller International o Stanley Joint
Venture Inc.                                          30            n/a        New Brunswick
GKO Power Engineering Ltd.                           100            n/a        Alberta
International Insurance Group Inc.                   100(2)         n/a        Barbados
Lockerbie Stanley Inc.                                50            n/a        Alberta
Pentacore ADA Consulting, LLC                        100            n/a        Nevada
Planning & Stantec Limited                            51            n/a        Trinidad & Tobago
RPA Projects Limited                                 100            n/a        British Columbia
SEA, Incorporated                                    100            100        Nevada
SSBV Consultants Inc.                                 33(1/3)       n/a        British Columbia
Spink Corporation, The                               100            100        California
Stantec Architecture Inc.                              0(4)         n/a        North Carolina
Stantec Architecture Ltd.                              0(4)         100        Federal
Stantec Consulting Caribbean Ltd.                    100            n/a        Barbados
Stantec Consulting Inc.                              100            100        Arizona
Stantec Consulting International Ltd.                100            100        Federal
Stantec Consulting Ltd.                              100            n/a        Federal
Stantec Consulting Services Inc.                     100            n/a        North Carolina
Stantec Facilities Ltd.                              100            n/a        Alberta
Stantec Geomatics Ltd.                                50(4)         100        Alberta
Stantec Global Technologies Ltd.                     100            n/a        Federal
Stantec Holdings (Delaware) Inc.                     100            100        Delaware
Stantec Holdings (Delaware) II Inc.                  100            100        Delaware
</TABLE>

                                                                          Page 4

<PAGE>

<TABLE>
<CAPTION>
                                                                PERCENTAGE
   SUBSIDIARY/                                    PERCENTAGE      OF NON-
    AFFILIATE/                                     OF VOTING      VOTING        JURISDICTION OF
   ASSOCIATE1                                      SHARES         SHARES       INCORPORATION
   ----------                                      ------         ------       -------------
<S>                                               <C>            <C>            <C>
Stantec Holdings Ltd.                               100            100             Alberta
Stantec International Enterprises
Limited                                             100            100             Bahamas
Stantec International Limited                       100            n/a             Barbados
Stantec Technology International Inc.               100            100             Delaware
Teshmont Consultants Inc.                            50            n/a             Federal
Webster & Simmonds Surveying Ltd.                   100            n/a             Ontario
</TABLE>

- ---------------------

1     Stantec completed the following divestitures during 2003: Beak
      International Incorporated - dissolved on February 7, 2003 GeoViro
      Engineering Ltd. - dissolved on March 3, 2003 KAR Enterprises Limited -
      dissolved on March 3, 2003 M.R.S.F.M. Holdings Ltd. - dissolved on January
      28, 2003 RPA Consultants Limited - dissolved on April 2, 2003 RPA Group
      Limited, The - dissolved on April 2, 2003 RPA International Inc. -
      dissolved on April 2, 2003 Taurean Holdings Inc. - dissolved on March 3,
      2003

2     Incorporated on September 3, 2003.

3     Acquired as part of the acquisition of APAI Architecture Inc. See the
      General Development of Business section below and the acquisition section
      of the Narrative Description of Business on page 6).

4     Stantec has entered into an agreement with respect to 100% of the voting
      shares of this corporation which allows it to direct control over any
      disposition of the voting shares of this corporation.

GENERAL DEVELOPMENT OF THE BUSINESS

THREE-YEAR HISTORY

Since its initial public offering in 1994, the Company has acquired a number of
firms in Canada and the United States. The acquisitions completed in 2003 are as
set out below:
<TABLE>
<S>                 <C>
January 2003        APAI Architecture Inc.
May 2003            Ecological Services Group Inc.
October 2003        Optimum Energy Management Inc. (asset purchase)
November 2003       Inner Dimension Design Associates Inc. (asset purchase)
</TABLE>

At the beginning of 2001, the Company's Consulting Services business unit
consisted of five regional business units -- Canada Central, Canada West, the US
Southwest, the US Southeast, and International -- and two operational business
units identified as the Design Build & Affiliates and the Technology &
Information Technology business units. In 2001, the US Southwest business unit
was redesignated as the US Southwest & West business unit. The Company completed
6 acquisitions in 2001.

In 2002 the Company completed an offering of 600,000 common shares in March. The
Company subdivided its shares on a two for one basis effective May 15, 2002. The
Company completed 10 acquisitions in 2002.

                                                                          Page 5

<PAGE>

During 2003, the Company undertook a realignment of its organization structure
to accommodate increasing growth, including a redefinition of its regions and
market segments (see "Business Units" under "Narrative Description of Business"
below).

RECENT DEVELOPMENTS

On January 16, 2004 the Company announced that it has signed a letter of intent
to acquire Rochester NY-based Sear-Brown Group, Inc., a professional services
firm with offices in the US and Puerto Rico. The transaction is subject to
satisfactory due diligence, regulatory approval, and Sear-Brown shareholder
approval and represents the largest acquisition to date for the Company and
opens a new operating region in the Northeast US. The acquisition is expected to
close at the beginning of April 2004. Sear-Brown has eight New York State
offices in Rochester, Albany, Binghamton, Buffalo, Melville, Rouses Point, and
Syracuse; Colorado offices in Golden and Fort Collins; and offices in Cleveland,
Ohio; State College, Pennsylvania; and Guaynabo, Puerto Rico. Sear-Brown
specializes in core markets that include Advanced Manufacturing,
Biopharmaceuticals Facilities, Educational Facilities, Healthcare Facilities,
Municipal Facilities, Retail/Commercial Development, Transportation, Land
Development, and Water and Environment.

CURRENT TRENDS

The professional consulting service industry within which the Company competes,
including the engineering, architecture and environmental sciences consulting
industry, are highly fragmented. The Company believes that industry trends
continue to create acquisition opportunities. It is management's goal to
continue to increase the size and profitability of the Company, in part through
the acquisition of established firms that offer professional consulting services
in Canada, the United States, and internationally. Currently, the Company's
principal acquisition focus is in selected regions in the United States and
Canada.

NARRATIVE DESCRIPTION OF THE BUSINESS

The Company provides consulting services to infrastructure and facilities
projects through professional services in planning, engineering, architecture,
interior design, landscape architecture, surveying and geomatics, environmental
sciences and project economics.

Through both integrated and discipline-specific consulting and project delivery,
the Company works with clients in the public and private sectors principally in
North America. The Company's hub and spoke organizational structure gives it
both the strength and diversity of a large organization and a strong regional
presence to deliver its services locally. Within the Consulting Services
business unit, total infrastructure solutions are targeted to five market
segments -- Buildings, Environment, Industrial, Transportation, and Urban Land.

BUSINESS UNITS

In 2001, the Company designated Consulting Services as its major emphasis in
five geographic regions: Canada West, Canada Central, the US Southwest, the US
Southeast and International. To complement this organization, responsibility for
affiliated companies, design build, and technology, which accounted for less
than 5% of the Company's revenue generating operations, was shifted to the
regions or to the Corporate Resources & Technology group. To balance this
geographic structure, the Company identified and provided services in the five
market segments noted above - Buildings, Environment, Industrial, Transportation
and Urban Land.

                                                                          Page 6

<PAGE>

In 2003, the Company redefined its organizational units to better reflect its
regional focus and practice area specialization. The regions are defined as
emerging, developing, or mature consulting services areas in specific geographic
regions generally with less than 500 staff. At present, the existing regions in
Canada are fairly mature and include British Columbia, Alberta South, Alberta
North, Saskatchewan/Manitoba, Ontario Southwest, Ontario Greater Toronto Area
(GTA), and Ontario East. The US regions are developing or emerging and therefore
continue to be aggregated as the US Southwest & West and the US Southeast.

In addition, the Company's organization structure was expanded to include 16
distinct specialist practice areas grouped into five market segments. The
practice areas include Architecture & Interior Design, Buildings Engineering,
Facilities Planning & Operations, Planning & Landscape Architecture, Urban Land
Engineering, Surveys/Geomatics, Quality Control/Assurance, Environmental
Infrastructure, Environmental Management, Transportation infrastructure,
Transportation Planning & Traffic Engineering, Infrastructure Management &
Pavement Engineering, Manufacturing/Industrial, Power, Resources & Chemicals,
Program & Project Management, and Strategic Management.

The Company's organizational and management structure is set up in a matrix with
both regional and practice area responsibilities for the leadership team.

The following chart illustrates the breakdown of gross revenue for 2003 and
2002:

<TABLE>
<CAPTION>
                                               2003              2002
        UNITS                            ($000)        %     ($000)     %
        -----                            -----         -      ----      -
<S>                                     <C>            <C>   <C>        <C>
Consulting Services                     455,466        99%   423,884    99%
Other                                     4,476         1%     4,572     1%
</TABLE>

CONSULTING SERVICES BUSINESS UNIT

Services are provided in five provinces in Canada, 11 states in the US, and
selected international markets. Many of the Company's international projects
have been in the water supply, wastewater treatment, environmental protection,
transportation, and health care sectors, particularly in countries with
developing economies. The Company has obtained contracts in many parts of the
world, including China, Asia, Korea, the Caribbean, Africa, Australia, the
Middle East, and Europe.

Although the Company's capabilities allow it to undertake infrastructure and
facilities projects of any size, a majority of projects have total capital costs
of less than $100 million. Joint ventures, associations, or subcontract
arrangements are often established to deal with larger projects.

As mentioned above, the Company's core capabilities in the Consulting Services
area are provided through 16 practice areas most of which can generally be
grouped into five broad market segments; Buildings, Environment, Industrial,
Transportation and Urban Land. Some practice areas such as project and program
management and strategic management services are offered in all five market
segments.

     Buildings

                                                                            Page

<PAGE>

In the Buildings market segment, the Company provides comprehensive solutions
for commercial, industrial, and institutional facilities. Typical projects
include hospitals, educational and recreational facilities, research and
technology facilities, and office buildings and commercial centers. Services are
delivered through three practice areas -- Architecture & Interior Design,
Buildings Engineering, and Facilities Planning & Operations -- and include
project/program management, facilities management, strategic planning,
architectural design, interior design, and structural, mechanical, and
electrical engineering. Services are provided both in connection with new
construction and for existing buildings and facilities. With respect to existing
buildings and facilities, the Company provides specialized expertise in building
operating systems, performance engineering, and other services designed to
maximize the efficiency of a building's existing systems and improve its
operations, including building envelope analysis and evaluation of air quality,
lighting, and energy efficiency. The demand for these specialized types of
services tends to be counter-cyclical and improves the Company's ability to
remain profitable during periods of economic downturn and reduced capital
spending.

Typical building services clients include institutional and commercial building
owners, corporate multinational firms, and government agencies that build,
administer, and operate public buildings, as well as independent authorities or
agencies, such as airport authorities, transportation commissions, and transit
systems.

     Environment

The Environment market segment focuses on the application of knowledge and
technology for the development and management of sustainable solutions for air,
water, and soil. Services are focused in two practice areas: Environmental
Infrastructure and Environmental Management. Core services include water supply,
distribution, pumping, storage, and treatment; wastewater collection, pumping,
management, and treatment; surface water and storm infrastructure for water
conveyance, irrigation, and flood control; hazardous waste infrastructure for
hazardous waste characterization, collection, transport, and disposal; site
assessment, remediation, and permit/approvals; groundwater resource assessment
and protection; and ecological, heritage, and monitoring services. In addition,
the Company has specialized expertise in advanced process engineering for water
and wastewater solutions using biological nutrient removal (BNR), constant-level
sequencing batch reactor (CSBR), and other processes. Stantec's Environment
services are provided by multidisciplinary teams of qualified and experienced
engineers, scientists, process specialists, occupational hygienists, and
specialists in environmental regulation and policy. Typical applications of the
BNR process have been recommended by the Company in the following cities: Logan
City, Australia; Fredericksvaerk, Denmark; Penticton, British Columbia;
Kalispell, Montana; Elmira, Ontario; and New York, New York.

     Industrial

The Industrial market segment's two main practice areas are Manufacturing
Industrial and Power, Resources & Chemicals. The principal services provided to
the Industrial segment (including the automotive, chemical, consumer products,
forestry, food and beverage, pharmaceutical, power generation, pulp and paper,
utilities, mining, and general manufacturing sectors) include planning,
engineering, construction, and project management. Specialty services include
occupational health and safety (industrial hygiene and prestart operator safety
reviews), system integration, instrumentation and control, electrical energy and
power management, facility planning and design, industrial engineering,
logistics, material handling, and ventilation systems for ferrous/nonferrous
industries commissioning and services. Projects undertaken by the Company range
from the design of pilot versions of new processes to the design, process
verification, equipment and materials procurement, and construction management
of entire industrial plants.

     Transportation

                                                                          Page 8

<PAGE>

In the Transportation market segment, the Company offers coordinated solutions
for the safe and efficient movement of people, vehicles, aircraft, and goods.
Core services include project management, planning, and engineering, which are
provided through two practice areas: Transportation Planning & Traffic
Engineering and Transportation Infrastructure. Typical projects include
transportation master plans for communities and airports; transportation
investment studies; design of new and upgraded airport facilities, such as
terminals, runways, and taxiways; design of transit facilities, such as bus and
light rail transit systems; as well as design of new and upgraded bridges, urban
roadways, freeways, interchanges, rural highways, and rail systems. Service
specialties include simulation modeling capabilities, a comprehensive
understanding of transportation demand and supply management principles,
extensive use of a range of life cycle cost and multivariate analysis
techniques, and public consultation and environmental assessment skills in
developing practical, cost-effective, long-term infrastructure facility plans
with broad public support.

A key feature of Stantec's Transportation services is our expertise in
integrated infrastructure/asset management systems and decision-support tools.
The Infrastructure Management & Pavement Engineering practice area includes
transportation and bridge engineers, roadway and bridge inspection specialists,
infrastructure management specialists, geographic information system (GIS)
specialists, and software developers. This team designs, develops, and
implements integrated infrastructure/asset management systems and work
management applications for pavement, bridges, right-of-way features, water,
wastewater, storm water, utilities, and other assets. These systems allow
governments to prioritize and to optimize the use of limited funds through
efficient and cost-effective planning for public works maintenance,
rehabilitation, and capital projects.

The Infrastructure Management & Pavement Engineering group undertakes systematic
data collection, current condition assessments, and development of
rehabilitation and improvement alternatives; development of planning and growth
scenarios integrated with ongoing land use, financial, and transportation plans;
development of tools for analysis purposes; and development and installation of
computerized management and information systems. To complement these services,
the Company has also developed and implemented specialized data collection and
systems technologies.

Transportation services are provided principally to public sector agencies,
transportation authorities, and commercial and institutional clients.

     Urban Land

The principal services provided to the Urban Land market segment include
planning, engineering, surveying, project management, and landscape architecture
services for the land development and real estate industries and selected
government agencies. Services are delivered through four practice areas:
Planning & Landscape Architecture, Urban Land Engineering, Surveys/Geomatics,
and Quality Control/Assurance. Urban land clients are assisted through the
entire land development process from the initial master plan to construction of
the infrastructure. Services include or relate to conceptual plans, zoning
approval of design infrastructure, transportation planning, traffic engineering,
landscape architecture, urban planning, design construction review, and
surveying.

ACQUISITIONS

The following list summarizes acquisitions made by the Company during its three
most recently completed financial years:

                                                                          Page 9

<PAGE>

YEAR BUSINESS ACQUIRED

                               NATURE OF BUSINESS

<TABLE>
<CAPTION>
YEAR        BUSINESS ACQUIRED                     NATURE OF BUSINESS
- ----        -----------------                     ------------------
<S>    <C>                                      <C>
2003   Ecological Services Group Inc.           Provides environmental management services in
                                                Ontario

2003   APAI Architecture Inc.                   Provides architectural design services in British Columbia

2003   Optimum Energy Management                Provides engineering management consulting services
       Inc. (asset purchase)                    in Alberta

2003   Inner Dimension Design                   Provides interior design services in Saskatchewan
       Associates Inc. (asset purchase)

2002   McCartan Consulting Ltd.                 Provides mechanical engineering services in Saskatchewan

2002   Webster & Simmonds Surveying             Provides surveying services in Ontario
       Ltd.

2002   Cosburn Patterson Mather Limited         Provides engineering and planning services
                                                specializing in the land development and real estate
                                                industry in Ontario

2002   GKO Engineering                          Provides consulting services specializing in energy,
                                                resources, chemicals and pharmaceuticals in Alberta

2002   M.R.S.F.M. Holdings                      Provides civil and structural engineering consulting
                                                services in British Columbia

2002   GeoViro Engineering Ltd.                 Provides environmental consulting services in British Columbia

2002   Site Consultants, Inc.                   Provides civil and environmental engineering, land use
                                                planning and surveying services in North Carolina

2002   English Harper Reta Architects           Provides architectural design services in Arizona

2002   The RPA Group Limited                    Provides project management services in Ontario,
                                                Alberta and British Columbia

2002   Beak International Incorporated          Provides specialist environmental consulting services in Ontario

2001   Taggart Engineering Associates,          Provides civil engineering services with expertise in
       Inc.                                     hydrology, hydraulics, floodplain analysis and
                                                sediment transport in Colorado

2001   Associated Consulting Engineers          Provides engineering consulting services in the
       Limited                                  Caribbean

2001   Pentacore                                Provides civil engineering, construction administration,
                                                land planning and land surveying services in Nevada

2001   ellard croft design group                Provides architectural and interior design services with
                                                expertise in the area of Health Care facilities in
                                                Western Canada

2001   The Spink Corporation                    Provides engineering, architectural, land planning and
                                                surveying services in California

2001   Tipton and Kalmbach, Inc.                Provides planning and engineering services in Colorado
</TABLE>

                                                                         Page 10
<PAGE>

During 2003, the Company completed fewer acquisitions than it did in the prior
two years. The Company expects fluctuations in its level of acquisition activity
from time to time based on the availability of suitable candidates on terms
acceptable to the Company and the status of the integration of previously
acquired firms.

The Company seeks to acquire firms generally with 100 or more employees and
which have a top three reputation in their area of expertise and/or geographic
location. The Company targets locations for acquisitions in which it currently
has limited market presence and will consider smaller acquisitions in markets in
which it has existing operations.

The Company's experience has shown that additional internal growth can occur
when existing clients of newly acquired firms are offered the additional
services of other operating units within the Company and the acquired firm's
services are similarly cross-marketed to the clients of other operating units.
Moderate cost savings are achieved through the sharing of administrative
overhead, such as payroll services, the sharing of office facilities if possible
and the provision of group insurance and centralized financing which can
generally be provided at lower rates.

CLIENTS

The Company serves many clients in both the private and public sectors and seeks
to establish ongoing relationships with clients that are likely to produce
repeat business. The Company completes, on average, more than 3,000 projects per
year for several hundred clients. The Company's client base is very diverse and
the Company has provided services to multinationals such as Shell Oil, EnCana
Corporation, Imperial Oil, Weyerhaeuser, Suncor, Celanese Canada, Polo Ralph
Lauren, DaimlerChrysler, Toyota, CP Rail, Paradies Shops, Nuance Group, and
Unison-Maximus; developers such as Carma, Qualico, Jager, Apex, Mattamy Homes
and United; major companies such as U.S. Airways, Nortel Networks, Bank of
Montreal, Syncrude, Irving Oil, TELUS, Bell Canada, Enbridge, ALPAC, Albchem,
Oxford Properties, Ivanhoe Cambridge, Labatt, Molson, Clarica and Sun Life; many
North American cities, states, and provinces and the Canadian and US federal
governments; international projects funded by international financial
institutions and agencies such as the World Bank, the United Nations, the Asian
Development Bank, and the Inter-American Development Bank. The Company is not
dependent on any one client or group of clients for its business. No single
client represents more than 5% of total revenue.

The Company offers a range of pricing structures to its clients but primarily
offers its services on the basis of either a fixed or variable fee contract with
a ceiling or a time-and-material contract without a stated ceiling. The Company
secures its assignments primarily on the basis of its expertise and contacts
rather than a competitive bidding process.

RESEARCH AND DEVELOPMENT

The Company generally conducts research and development in the context of a
client's specific project requirements. Most research and development is
conducted in the areas of advanced computer software programs for infrastructure
evaluation and management systems, municipal works inventory and management
systems, work management systems, hydraulic modeling of water and wastewater
systems, pavement evaluation and management systems, and wastewater treatment.

INTELLECTUAL PROPERTY

The Company relies primarily upon trade secret laws to protect its proprietary
rights in its specialized technologies. There can be no assurance that the
protection provided to its proprietary technology

                                                                         Page 11

<PAGE>

by the laws of foreign jurisdictions would be substantially similar to the
remedies available to the Company under the laws of Canada and the United
States.

HUMAN RESOURCES

As at December 31, 2003, the Company had approximately 3700 staff, including
consultants, consisting of 1850 professionals, 1300 technologists and
technicians, and 550 support personnel.

The Company can be characterized as a knowledge organization and it is therefore
always seeking talented and skilled professionals in all of its disciplines.
Dependent on the needs of the practice and regional areas, the supply of
qualified candidates at times is limited. As a result, the Company has developed
various recruitment strategies to address those needs.

COMPETITION

The Company is engaged in highly competitive markets and has numerous
competitors for most of the services it offers. The number and identity of
competitors varies widely with the type of service provided. Moreover, for
small- to medium-sized projects, the Company competes with many engineering,
architectural and other professional consulting firms. With larger projects,
there are fewer but still many competitors, however some of these competitors
have greater financial and other resources than those of the Company. While the
Company competes with other large private and public companies in certain
geographic locations, the Company's primary competitors are smaller privately
held regional firms in the US and Canada.

The Company believes that its operating structure, its enterprise systems, and
the breadth of its professional services differentiate it from other
engineering, architecture and professional consulting firms. Furthermore, the
focus of the Company on small to midsize projects distinguishes it from some
larger competitors.

The Company believes that the principal competitive factors in the services it
offers are reputation; experience; breadth and quality of services; technical
proficiency; local offices; competitive total project fees; and service
delivery. Given the expanding demand for many of the types of services provided
by the Company, it is likely that additional competitors will emerge, although
the Company believes that it will retain the ability to compete effectively with
firms that provide similar services primarily because of its strengths and
expertise engineering, architecture and related professional services.

LIABILITY AND INSURANCE

In the normal course of the Company's business, operations are subject to the
risk of third-party claims, some of which may be substantial. Although the
Company believes it has made adequate arrangements for insuring against these
risks, there are no assurances that these arrangements will sufficiently cover
any particular claim or series of claims in a policy year. In addition, the
Company may become subject to liability that cannot be insured against or
against which the Company may choose not to insure because of high premium costs
or for other reasons, and there is no guarantee that adequate insurance in some
areas can be obtained or maintained. The Company currently maintains insurance
coverage for the Company's operations, including policies covering general
liability, automobile liability, environmental liability, workers compensation
and employers liability, directors' and officers' liability and professional
liability. The maximum coverage under the Company's professional liability
insurance is generally $25 million per claim and per annum. Project-specific
insurance may be in force for larger projects from time to time. In addition,
the Company invests resources in reducing the incidents and severity of claims
through a Risk Management team dedicated to providing company-wide professional
practice support.

                                                                         Page 12
<PAGE>

SOCIAL OR ENVIRONMENTAL POLICIES

The Company has adopted an Environment, Health and Safety policy which provides
that the Company will carry out the following:

      -     Strive to identify, assess, and manage the environmental aspects and
            impacts associated with the services and products provided by the
            Company;

      -     Strive to identify and manage the environmental, health and safety
            risks and hazards to which the Company's employees are exposed;

      -     Help the Company's employees develop an awareness and understanding
            of the environment, health and safety issues relevant to their work;

      -     Strive to comply with legislation, regulations, and appropriate
            industry standards;

      -     Monitor and enhance the program through inspections, audits,
            reviews, investigations, corrective actions, and other processes;
            and

      -     Encourage internal and external communication regarding
            environmental, health and safety issues.

The Company has included this policy in its Environment, Health and Safety
manual. The manual sets out a detailed process for ensuring that all employees
are familiar with the policy, and to ensure that environment, health and safety
matters are reviewed regularly and by the appropriate individuals within the
Company.

FOREIGN OPERATIONS

The Corporation conducts a portion of its business outside North America. This
work involves political risks, contracts with foreign clients, and working under
foreign legal systems.

                                                                         Page 13
<PAGE>

                  SELECTED CONSOLIDATED FINANCIAL INFORMATION

                                  STANTEC INC.
                      SELECTED ANNUAL FINANCIAL INFORMATION
             (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE INFORMATION)

<TABLE>
<CAPTION>
                                            2003     2002         2001
                                          -------  ----------  ----------
<S>                                       <C>      <C>         <C>
                                                   (restated)  (restated)
Gross revenue                             459,942     428,456     356,942
Net income                                 25,070      20,192      15,370
Earnings per Common Share                    1.37        1.12        0.92
Earnings per Common Share (diluted)          1.31        1.07        0.88
Cash dividends declared per Common Share      nil         nil         nil

Total assets                              326,575     299,001     217,493
Total long-term debt                       44,575      62,256      24,847
</TABLE>

*     On May 2, 2002, the shareholders approved a subdivision of the Company's
      Common Shares on a two-for-one basis (a "stock split"). The stock split
      was effective for registered Common Shareholders at the close of business
      on May 15, 2002. All references to Common Shares and per share amounts in
      this item have been restated to reflect the stock split on a retroactive
      basis.

FACTORS AFFECTING THE COMPARABILITY OF THE ABOVE DATA

During 2003, the Company acquired the shares and businesses of APAI Architecture
Inc., Mandalian Enterprises Limited and of Ecological Services Group Inc. for
consideration consisting of cash and promissory notes and the net assets and
businesses of Optimum Energy Management Incorporated and Inner Dimension Design
Associates Inc. for cash consideration. The Company also paid additional
contingent consideration in connection with the Cosburn Patterson Mather Limited
(2002) acquisition and adjusted the purchase price on the Pentacore Group of
Companies (2001), English Harper Reta Architects (2002), Site Consultants, Inc.
(2002), Beak International Incorporated (2002), and Geo Viro Engineering Ltd.
(2002), McCartan Consulting Ltd. (2002), and the RPA Group (2002) acquisitions
pursuant to price adjustment clauses included in the purchase agreements
relating to these acquisitions. The total net assets acquired in the above noted
transactions were $7,675,000. Consideration included notes payable to the
vendors of $3,375,000 and cash consideration of $4,300,000. In addition,
long-term debt of $646,000 and bank indebtedness of $1,746,000 was assumed as
part of the transactions.

During 2003, the Company determined, with the assistance of an independent
valuator that intangible assets acquired in post June 30, 2001 acquisitions had
not been properly identified and valued in the purchase allocation. As a result,
a portion of goodwill for these acquisitions has been allocated to identifiable
intangible assets (contract backlog, client relationships, technology and
non-compete agreements). The adjustment has been made retroactively. Further
details on the restatement are available in note 2 to the 2003 annual
consolidated financial statements.

In 2003, Teshmont Consultants Inc. disposed of a portion of its business. The
resulting gain, net of tax, accounts for $430,000 of the income from associated
companies. The Company's investment in Teshmont Consultants Inc. is accounted
for using the equity method of accounting.

Effective December 31, 2003, the Company has an agreement in principle to sell
its 50% interest in the Lockerbie Stanley Joint Venture for proceeds equal to
the net book value of the Joint Venture at December 31, 2003.

During 2003, the Company repaid long term debt, including promissory notes
related to acquisitions, of $20,592,000.

                                                                         Page 14
<PAGE>

In 2003, the Company repurchased 74,700 common shares at an average price of
$18.63 per share for an aggregate price of $1,392,000.

In 2002 the Company acquired the shares and businesses of McCartan Consulting
Ltd., Webster & Simmonds Surveying Ltd., Cosburn Patterson Mather Limited, GKO
Engineering, M.R.S.F.M. Holdings Ltd. operating as, Graeme & Murray Consultants
Ltd., GeoViro Engineering Ltd., Site Consultants, Inc., English Harper Reta
Architects, The RPA Group and Beak International Incorporated. The total net
assets acquired in these transactions were $38,804,000. Consideration included
notes payable to the vendors of $17,356,000, 261,680 Common Shares valued at
$3,712,000 and long-term debt of $8,104,000 assumed as part of the transactions.

In 2002, the Company divested of its investment in Stantec Experts-conseils Ltee
and Linnet Geomatics International Inc. for proceeds of $2,536,000.

During 2002 the Company borrowed $30,297,000 on its acquisition term loan.

During 2002 the Company repaid promissory notes related to acquisitions in the
amount of $5,682,000. Other debt repayments including long-term debt assumed on
acquisitions totaled $12,937,000.

On May 15, 2002, the Common Shares of the Company were split on a two-for-one
basis. All references to share capital have been restated to reflect the split.

In 2002, the Company repurchased 54,600 Common Shares for an aggregate price of
$880,000, and issued 29,300 Common Shares on the exercised Share Options for net
proceeds of $148,000. The Company also issued additional shares during 2002 for
net proceeds of $22,505,000, including a public offering of 1,200,000 Common
Shares, the issuance of 102,040 Common Shares as partial consideration for the
acquisition of Cosburn Patterson Mather Limited, the issuance of 59,640 Common
Shares as partial consideration for the acquisition of GKO Design Consultants
Inc. and the issuance of 100,000 Common Shares as partial consideration for the
acquisition of The RPA Group Limited. The total number of Common Shares
outstanding at December 31, 2002 was 18,282,720.

In 2001 the Company acquired the shares and businesses of Tipton & Kalmbach,
Inc., The Spink Corporation, the ellard croft design group, and The Pentacore
Family Group of Companies and the net assets of Associated Consulting Engineers,
Ltd. and Taggart Engineering Associates. The total net assets acquired in these
transactions was $12,193,000. Consideration includes notes payable to the
vendors of $7,466,000 and long-term debt of $6,165,000 was assumed as part of
the transactions.

During 2001 the Company repaid promissory notes related to acquisitions in the
amount of $7,642,000. Other debt repayments including long-term debt assumed on
acquisitions totaled $6,895,000.

In 2001, the Company re-financed the Winnipeg and Windsor office buildings with
mortgages totaling $1,950,000.

In 2001, the Company repurchased 233,600 Common Shares for an aggregate price of
$2,293,000, and issued 411,600 Common Shares on the exercised Share Options for
net proceeds of $2,140,000.

DIVIDEND POLICY

                                                                         Page 15
<PAGE>

The Company currently has no plans to pay dividends on its Common Shares but
intends to reinvest its net income to continue its corporate strategy of growth
through acquisitions. The payment of dividends on Common Shares in the future
will depend on the need of the Company to finance growth, the financial
condition of the Company, and other factors which the Board of Directors may
consider appropriate in the circumstances.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Reference is made to, and there is incorporated herein, pages 20 to 48 of the
2003 Annual Report of the Company.

RISK FACTORS

The risk factors applicable to the Company are discussed in detail in the
Management's Discussion and Analysis referred to in the previous paragraph.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of
preferred shares, issuable in series (the "Preferred Shares"), and an unlimited
number of Common Shares of which, on December 31, 2003, no Preferred Shares and
18,327,284 Common Shares have been issued and are outstanding. The material
rights, privileges, restrictions and conditions attached to the Preferred Shares
and the Common Shares are summarized below.

PREFERRED SHARES

The Preferred Shares may be issued in one or more series, each series to consist
of such number of shares and to have such rights, privileges, restrictions and
conditions as may, before the issue thereof, be determined by the board of
directors of the Company. The holders of the Preferred Shares as a class are not
entitled to receive notice of or to attend any meeting of the shareholders of
the Company and are not entitled to vote at any such meeting, except to approve
amendments to the terms of the Preferred Shares as a class or as required by
law. Each series of Preferred Shares will rank pari passu with each other series
of Preferred Shares with respect to the entitlement to dividends or distribution
of assets in the event of the liquidation, dissolution or winding-up of the
Company. The Preferred Shares as a class rank senior to the Common Shares with
respect to entitlement to dividends and distribution of assets in the event of
the liquidation, dissolution or winding-up of the Company.

                                                                         Page 16
<PAGE>

COMMON SHARES

The holders of Common Shares are entitled to receive, as and when declared by
the board of directors of the Company, dividends in such amount and in such form
as the board of directors of the Company may from time to time determine. The
holders of the Common Shares are entitled to receive notice of and to attend all
meetings of shareholders of the Company and have one vote for each Common Share
held at all such meetings, except for meetings at which only holders of another
specified class or series of shares of the Company are entitled to vote
separately as a class or series. The Common Shares rank junior to the Preferred
Shares with respect to entitlement to dividends and distribution of assets in
the event of liquidation, dissolution or winding-up of the Company.

MARKET FOR SECURITIES

The Company's Common Shares are listed for trading on the Toronto Stock Exchange
under the symbol "STN." The trading information for the period from January 1,
2003 to December 31, 2003 is set out below:

<TABLE>
<CAPTION>
  MONTH         HIGH         LOW        VOLUME*
- ---------      ------      ------      ---------
<S>            <C>         <C>         <C>
January        $18.24      $16.10        370,800
February       $17.95      $16.05        124,700
March          $17.70      $14.50        347,100
April          $17.55      $15.50        176,100
May            $20.15      $17.30        412,200
June           $18.75      $17.40        252,100
July           $19.50      $17.55        336,500
August         $21.48      $18.75        294,800
September      $21.30      $19.40      1,066,600
October        $21.50      $19.11        540,400
November       $20.97      $20.00        641,800
December       $23.48      $20.20        599,700
               ------      ------      ---------
                                       5,162,800
</TABLE>

* Volume numbers are rounded to the nearest hundred

DIRECTORS AND OFFICERS

The following tables list the directors and officers of Stantec, their
municipality of residence, as well as their principal occupation within the five
preceding years:

                                                                         Page 17
<PAGE>

                            DIRECTORS OF STANTEC INC.

<TABLE>
<CAPTION>
        NAME AND
MUNICIPALITY OF RESIDENCE             PRINCIPAL OCCUPATION         DIRECTOR SINCE
- ----------------------------  -----------------------------------  --------------
<S>                           <C>                                  <C>
NEILSON A. "DUTCH" BERTHOLF,  Corporate Director                        1998
JR.(2)
Phoenix AZ

ROBERT J. BRADSHAW(2)         Chairman, Contor Industries Limited       1993
Toronto ON                    (management company)

E. JOHN (JACK) FINN(1)        Corporate Director                        1995
Madison CT

ROBERT E. FLYNN(2)            Corporate Director                        1995
Winnetka IL

ANTHONY P. FRANCESCHINI       President & CEO of the Company            1994
Edmonton AB

WILLIAM D. GRACE (1),(2)      Corporate Director                        1994
Edmonton AB

STEPHEN D. LISTER(1)          Managing Partner, Imperial Capital        1993
Toronto ON                    Corporation (merchant bank)

RONALD TRIFFO                 Chairman of the Board of the              1985
Edmonton AB                   Company
</TABLE>

- ----------------

1     member of Audit Committee

2     member of Corporate Governance and Compensation Committee

All directors are re-elected annually. Each of the directors of the Company has
been engaged for more than five years in his present principal occupation or in
other capacities with the company or organization (or a predecessor thereof) in
which he currently holds his principal occupation.

                            OFFICERS OF STANTEC INC.

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF RESIDENCE           PRINCIPAL OCCUPATION
<S>                                       <C>
RONALD TRIFFO
Edmonton AB                               Chairman of the Board

ANTHONY P. FRANCESCHINI
Edmonton AB                               President & CEO

DONALD W. WILSON
St. Albert AB                             Vice President & CFO

JEFFREY S. LLOYD
Edmonton AB                               Vice President & Secretary
</TABLE>

                                                                         Page 18
<PAGE>

All of the above officers have held their present position or other positions
within Stantec for the past five years.

As at March 30, 2004, as a group the directors and officers of Stantec held,
either directly or indirectly, or exercised control over 843,590 (4.57%) of the
voting shares (Common Shares) of the Company.

LEGAL PROCEEDINGS

Stantec is named as one of 12 defendants in an action issued on June 19, 2003 by
Celanese Canada Inc. and Celanese Ltd. in the Ontario Superior Court of Justice.
The following parties are named as defendants: Murray Demolition Corp.; Canadian
Bearings Ltd.; Farrokh Khalili; Abra Projects Ltd.; Gerry Hamaliuk; Usher
Canada, Limited; Caltech Design Inc.; Aphex Imaging Inc.; Hossein Banijamali;
Canadian Petroleum Processing & Equipment Inc.; Stantec Consulting Ltd.; and
Zayanderhood Petrochemical Company.

Stantec was retained by one of the other Defendants (Caltech Design Inc. - based
in Calgary) to provide detailed design engineering and project management
services without construction phase services in relation to decommissioning of
Celanese's Edmonton Vinyl Acetate Monomer Plant. Stantec has been named in
Celanese's $110 million suit for alleged breach of proprietary
information/technology and alleged breach of confidentiality agreements.
Celanese claims that some or all of the Defendants misappropriated, without
permission, Celanese's property and proprietary information. Stantec's role was
as a subconsultant to Caltech providing professional consulting services only.
Stantec denies any wrongdoing. Stantec has agreed to an interim settlement with
Celanese providing for disclosure of all materials in Stantec's possession
relating to the project in question. It is Stantec's view that Celanese ought to
discontinue this action as against Stantec.

In addition to the claim noted above, Stantec does have other claims and suits
pending. These are a normal part of the engineering and architectural industry.
All have been reported to the Company's insurers who are in the process of
adjusting them. None are expected to have a material effect on the financial
position of the Company.

TRANSFER AGENT

CIBC Mellon Trust Company is the transfer agent for the Company.

ADDITIONAL INFORMATION

Upon request being made by any person to the secretary of the Company, the
Company shall provide to that person the following:

      a)    When the securities of the Company are in the course of a
            distribution pursuant to which a short form prospectus or a
            preliminary short form prospectus has been filed in respect of a
            distribution of its securities:

            i)    One copy of this Annual Information Form, together with one
                  copy of any document or the pertinent pages of such documents
                  incorporated by reference therein;

                                                                         Page 19
<PAGE>

            ii)   One copy of the Company's comparative financial statements for
                  the most recently completed financial year for which financial
                  statements have been filed, together with the accompanying
                  report of the auditor, and one copy of any interim financial
                  statements of the Company that have been filed, if any, for
                  any period subsequent to the financial statements for the most
                  recently completed financial year;

            iii)  One copy of the Management Proxy Circular of the Company in
                  respect of the most recent annual meeting of shareholders
                  which involved the election of directors; and

            iv)   One copy of any other documents that are incorporated by
                  reference into the preliminary short form prospectus or the
                  short form prospectus that are not required to be provided
                  under (i) to (iii) above; or

      b)    At any other time, one copy of any other documents referred to in
            (a)(i), (ii), and (iii) above. The Company may require the payment
            of a reasonable charge if the request is made by a person who is not
            a security holder of the Company.

Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of the Company's securities, options to purchase
securities and interests of insiders in material transactions, where applicable,
is contained in the Company's Information Circular for the most recent Annual
Meeting of Shareholders which involved the election of directors. Information
with respect to Stantec's public securities filings are available on the SEDAR
website at www.sedar.com. Additional financial information is provided in the
Company's comparative financial statements for the most recently completed
financial year. A copy of these documents may be obtained upon request from the
Secretary of the Company at the following address:

STANTEC INC.
Attention: Jeffrey S. Lloyd

200 - 10160 - 112 Street
Edmonton AB T5K 2L6

Phone No.: (780)917-7016
Fax No.: (780)917-7330

Edmonton, Alberta
March 30, 2004

                                                                JEFFREY S. LLOYD
                                                                       Secretary

                                                                         Page 20
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.20
<SEQUENCE>23
<FILENAME>t17577exv99w20.txt
<DESCRIPTION>EX-99.20
<TEXT>
<PAGE>

                                  STANTEC INC.
                             MATERIAL CHANGE REPORT

1.    NAME AND ADDRESS OF COMPANY

      Stantec Inc. ("Stantec")
      10160 - 112th Street
      Edmonton, Alberta
      Canada T5K 2L6

      Stantec has its principal office in Edmonton, Alberta.

2.    DATE OF MATERIAL CHANGE

      April 2, 2004

3.    NEWS RELEASE

      Attached as Schedule "A" is a copy of a news release which is relevant to
      this material change and which was issued in Edmonton on April 5, 2004.

4.    SUMMARY OF MATERIAL CHANGE

      Stantec, through its subsidiary Stantec Technology International Inc.
      ("STII"), has completed the acquisition of all of the issued and
      outstanding shares of The Sear-Brown Group, Inc. ("Sear-Brown") by way of
      a merger. Concurrent with the merger, Sear-Brown changed its name to
      Stantec Consulting Group Inc. ("SCGI").

5.    FULL DESCRIPTION OF MATERIAL CHANGE

      STII has completed the acquisition of the Rochester, New York
      headquartered firm Sear-Brown. This acquisition provides a strong
      geographic presence in New York State and a new practice area in the
      biopharmaceuticals industry. The core markets where Stantec's expertise
      has expanded include advanced manufacturing, biopharmaceuticals
      facilities, educational facilities, health care facilities, land
      development, municipal facilities, retail/commercial development,
      transportation, and water and environment. Stantec will integrate new
      offices in Rochester, Albany, Binghamton, Buffalo, Melville and Syracuse,
      New York; Fort Collins, Colorado; Cleveland, Ohio; State College,
      Pennsylvania; and Guaynabo, Puerto Rico. The Sear-Brown Denver employees
      will join Stantec's existing Denver employees. The acquired Sear-Brown
      employees and offices generated approximately US$42 million in revenues in
      2003. This acquisition represents the largest to date for Stantec and
      establishes a solid foothold for further growth in the Northeast US
      region.

6.    RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

      Not applicable.

                                                                     Page 1 of 1
<PAGE>

7.    OMITTED INFORMATION

      None.

8.    EXECUTIVE OFFICER

      The following officer of the Corporation is knowledgeable about this
      material change report and may be contacted by the securities regulatory
      authorities:

            Jeffrey S. Lloyd
            Vice President & Secretary
            Stantec Inc.
            10160 - 112th Street
            Edmonton, Alberta
            T5K 2L6

            Telephone: (780) 917 7016

9.    DATE OF REPORT

      April 12, 2004

                                  STANTEC INC.

                                  By: "Signed"
                                      ----------------------
                                      Jeffrey S. Lloyd
                                      Vice President & Secretary

                                                                     Page 2 of 2
<PAGE>

                                  Schedule "A"

                                                                    NEWS RELEASE

[STANTEC LOGO]

FOR IMMEDIATE RELEASE

STANTEC COMPLETES ACQUISITION OF NEW YORK FIRM

EDMONTON AB (April 5, 2004) TSX:STN

Stantec is adding over 400 employees and 10 office locations with the completion
of the previously announced acquisition of Rochester, New York headquartered
firm Sear-Brown. The addition opens up a new geographic market for Stantec in
the US Northeast and a new practice area in the Bio/Pharmaceuticals industry.

"We are pleased that all Sear-Brown shareholder and other approvals have been
received and that we will be proceeding with new market initiatives for
Stantec," says Tony Franceschini, Stantec President & CEO. "First, we are
gaining a strong geographic presence in New York State providing a foundation
for growth in an important market. Second, we are gaining a new practice area in
the Bio/Pharmaceuticals industry which we believe will be a growth market for
us."

Sear-Brown, founded in 1955 specializes in core markets that include Advanced
Manufacturing, Bio/Pharmaceuticals Facilities, Educational Facilities,
Healthcare Facilities, Land Development, Municipal Facilities, Retail/Commercial
Development, Transportation, and Water and Environment. Stantec will integrate
new offices in Rochester, Albany, Binghamton, Buffalo, Melville, and Syracuse in
New York State; Fort Collins in Colorado; Cleveland, Ohio; State College
Pennsylvania; and Guaynabo, Puerto Rico. Sear-Brown's Denver employees will join
with Stantec's existing Denver location.

The Hillsborough office has been sold to the employees as part of the
acquisition agreement. The acquired Sear-Brown employees and offices generated
approximately US$42 million in revenues in 2003.

"We are looking forward to joining with a dynamic and successful firm like
Stantec," says Mark Lang, who will continue with Stantec as Vice President, New
York Region. "Our employees are energized by the opportunities that come with
working in a large global firm and our existing clients can look forward to a
wider depth and breadth of service offering and access to expertise from across
North America."

Stantec now has 27 offices and approximately 1,500 employees in 12 states
throughout the US. The Company is celebrating 50 years in business during 2004
and has been profitable every year since its founding in 1954. Stantec recently
released year-end results that saw gross revenue increase 7.3% to $459.9 million
and net income increase 24.2% to $25.1 million. Stantec's goal is to be a top 10
global design firm by 2008.

For more information visit www.stantec.com/searbrown

<TABLE>
<CAPTION>
CORPORATE CONTACT         ACQUISITION CONTACT         INVESTOR CONTACT
<S>                       <C>                         <C>
Tony Franceschini         Mark Lang                   Don Wilson
President & CEO           Vice President              Vice President & CFO
Stantec                   Stantec, New York           Stantec
Tel: 780-917-7077         Tel: 585-475-1440           Tel: 780-917-7269
</TABLE>

STANTEC provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management, and project economics. The Company
support clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

                                                                     STANTEC.COM

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.21
<SEQUENCE>24
<FILENAME>t17577exv99w21.txt
<DESCRIPTION>EX-99.21
<TEXT>
<PAGE>

                                   [FMC LOGO]

                           FRASER MILNER CASGRAIN LLP

                                          Dana Bissoondatt
                                          Direct Line: (780) 423-7184
                                          dana.bissoondatt@fmc-law.com

April 19, 2004

FILED BY SEDAR

The Alberta Securities Commission
The British Columbia Securities Commission
The Saskatchewan Securities Commission
The Manitoba Securities Commission
The Ontario Securities Commission
Commission des valeurs mobilieres du Quebec
Securities Division - Newfoundland
The Office of the Administrator of Securities - New Brunswick
Nova Scotia Securities Commission
Registrar of Securities - Prince Edward Island
The Toronto Stock Exchange

Dear Sirs:

SUBJECT:    STANTEC INC. ("STANTEC") - ANNUAL INFORMATION FORM

Further to our letter of April 12, 2004, we confirm that we have filed the
annual information form for Stantec under SEDAR project number 00629895 as the
annual information form referred to in National Instrument 51-102.

On behalf of Stantec we confirm that Stantec is relying upon the above described
filing as its current annual information form for the purposes of National
Instrument 44-101. In addition, we note that the audited financial statements
for Stantec for the fiscal year ended December 31, 2003 are filed under SEDAR
project number 00629141.

If you have any questions or concerns, please do not hesitate to contact me.

Yours truly,

FRASER MILNER CASGRAIN LLP

[Signed by Dana Bissoondatt]

Per: Dana Bissoondatt

EDMDOCS|DBISSOONDATT|714224-1

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

M o n t r e a l  O t t a w a  T o ro n t o  E d m o n t o n  C a l g a r y
                        V a n c o u v e r  N e w Y o r k
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.22
<SEQUENCE>25
<FILENAME>t17577exv99w22.txt
<DESCRIPTION>EX-99.22
<TEXT>
<PAGE>
+
                                                                    NEWS RELEASE

[STANTEC LOGO]

FOR IMMEDIATE RELEASE

STANTEC STARTS 51ST YEAR IN BUSINESS WITH STRONG FIRST QUARTER EARNINGS

EDMONTON AB (May 6, 2004) TSX;STN

- -     Basic earnings per share were 14.8% higher at $0.31 versus $0.27 in the
      first quarter 2003. Gross revenue increased 8.2% to $117.3 million
      compared to $108.4 million. Net income increased 12.9% to $5.7 million
      from $5.0 million last year.

- -     Stantec announced its intent to acquire Rochester-based Sear-Brown in the
      first quarter and completed the acquisition in early April. Sear-Brown is
      the largest acquisition for Stantec in the Company's 50-year history,
      adding 10 offices and over 400 employees.

"I'm pleased to announce solid results for Stantec's first quarter of 2004,
marking 41 straight quarters of profitability since the Company began trading
publicly in 1994," says Tony Franceschini, Stantec President & CEO. "This
quarter we further diversified our operations with the acquisition of Sear-Brown
which opened a new operating region in the US Northeast and added a new practice
area in the Bio/Pharmaceuticals sector."

Strategic acquisitions in 2003 bolstered Stantec's operations in the Buildings
sector and project activity in the first quarter of 2004 reflects the Company's
standing as a top-tier building design firm. Stantec's Architecture and Interior
Design group became the first design firm in Canada to obtain ISO-14001
registration. ISO-14001 is the International Environmenta! Standard relating to
sustainable design and office practices and this certification positions Stantec
on the leading edge of the sustainability movement. The Company's Sacramento
office is providing architecture, surveying, civil, mechanical, and electrical
engineering services on a warehouse project for the Department of Defense
located in Tracy, California. In Halifax, Nova Scotia, Stantec will be
performing Project Management support for improvements at the Halifax
international Airport while in Calgary, Alberta, the Company is working on the
Master Plan for an expansion of the Rocky View General Hospital.

"Our results this quarter reflected our continuing commitment to execute our
focused business strategy," adds Franceschini. "As we celebrate our first 50
years at our Annual Meeting today we are pleased to be embarking on our next 50
years with a strong performance in the first quarter/'

Stantec's Annual Meeting of Shareholders is being held today at 1:00 PM EOT (11
;00 AM MDT) at Stantec's head office in Edmonton, Alberta, 10160 - 112 Street.
The Q1 Conference Call, to be held today at 4:00 PM EOT (2:00 PM MDT), will be
broadcast live and archived on Stantec's web site at STENFEC.COM in the INVESTOR
RELATIONS section.

Stantec provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences, project management, and project economics. The Company
supports clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

Corporate Contact                     Investor Contact
Tony Franceschini                     Don Wilson
President & CEO                       Vice President & CFO
Stantec                               Stantec
Tel: 780-917-7077                     Tel: 780-917-7269

                                                                     stantec.com

                                  - continued -

<PAGE>

STANTEC INC.

 CONSOLIDATED BALANCE SHEETS
 (Columnar figures stated in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                     March 31    December 31
                                                       2004         2003
                                                    ----------   ----------
                                                    (unaudited)
<S>                                                 <C>          <C>
ASSETS
CURRENT
Cash                                                $    8,144   $    7,343
Accounts receivable                                    104,279       87,101
Costs and estimated earnings in excess of billings      48,984       67,094
Income taxes recoverable                                 4,567        6,921
Prepaid expenses                                         2,481        3,246
Future income tax assets                                 6,908        5,924
                                                    ----------   ----------
                                                       175,363      177,629
Property and equipment                                  67,708       67,670
Investment in associated companies                       1,749        1,844
Investments - other                                      1,145        1,137
Goodwill                                                69,825       69,696
Intangible assets                                        4,983        5,112
Future income tax assets                                 2,619        3,487
                                                    ----------   ----------

                                                    $  323,392   $  326,575
                                                    ----------   ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness                                   $   32,493   $   17,151
Accounts payable and accrued liabilities                52,397       70,255
Billings in excess of costs and estimated earnings      16,271       16,882
Current portion of long-term debt/nofe 4;               12,953       13,416
Future income tax liabilities                            9,815       10,802
                                                    ----------   ----------
                                                       123,929      128,506
Long-term debt [note 4]                                 25,347       31,159
Future income tax liabilities                            6,306        6,382
                                                    ----------   ----------
                                                       155,582      166,047
                                                    ----------   ----------

SHAREHOLDERS' EQUITY
Share capital [note 5]                                  85,053       84,281
Contributed surplus [note 5]                             2,019        1,842
Cumulative translation account                         (12,831)     (13,861)
Retained earnings                                       93,569       88,266
                                                    ----------   ----------
                                                       167,810      160,528
                                                    ----------   ----------
                                                    $  323,392   $  326,575
                                                    ----------   ----------
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Columnar figures stated in thousands of Canadian dollars except per share
amounts){Unaudited)

<TABLE>
<CAPTION>
                                                                      For the quarter ended
                                                                             March31
                                                                        2004           2003
                                                                    ------------   ------------
                                                                                     restated
                                                                                     [note 2]
<S>                                                                 <C>            <C>
INCOME
GROSS REVENUE                                                       $    117,317   $    108,440
Less subconsultant and other direct expenses                              13,751         14,002
                                                                    ------------   ------------

NET REVENUE                                                              103,566         94,438
Direct payroll costs                                                      47,540         44,882
                                                                    ------------   ------------

GROSS MARGIN                                                              56,026         49,556
Administrative and marketing expenses                                     43,809         38,840
Depreciation of property and equipment                                     2,624          2,186
Amortization of intangible assets                                            137            254
Net interest expense                                                         674            611
Foreign exchange losses                                                       11            181
Share of income from associated companies                                   (125)          (436)
                                                                    ------------   ------------

INCOME BEFORE INCOME TAXES                                                 8,896          7,920
                                                                    ------------   ------------

INCOME TAXES
Current                                                                    4,420          1,890
Future                                                                    (1,182)         1,018
                                                                    ------------   ------------
                                                                           3,238          2,908
                                                                    ------------   ------------

NET INCOME FOR THE PERIOD                                           $      5,658   $      5,012
                                                                    ------------   ------------
RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS PREVIOUSLY REPORTED  $     88,266   $     64,905
Prior period adjustment [note 2}                                               .           (665)
                                                                    ------------   ------------
RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS RESTATED                   88,266         64,240
Net income for the period                                                  5,658          5,012
Shares repurchased [note 5;                                                 (355)          (257)
                                                                    ------------   ------------
RETAINED EARNINGS, END OF PERIOD                                    $     93,569   $     68,995
                                                                    ------------   ------------

Weighted average number of shares outstanding - basic                 18,373,983     18,305,053
                                                                    ------------   ------------
Weighted average number of shares outstanding - diluted               19,176,483     19,085,852
                                                                    ------------   ------------
Shares outstanding, end of period                                     18,464,818     18,339,784
                                                                    ------------   ------------

Earnings per share
  Basic [note 2]                                                    $       0.31   $       0.27
                                                                    ------------   ------------
  Diluted [note 2]                                                  $       0.30   $       0.26
                                                                    ------------   ------------
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Columnar figures stated in thousands of Canadian dollars)(Unaudited)

<TABLE>
<CAPTION>
                                                               For the quarter ended
                                                                      March 31
                                                                 2004        2003
                                                               ---------   ---------
<S>                                                            <C>         <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                     $ 124,568   $ 108,599
Cash paid to suppliers                                           (43,866)    (31,508)
Cash paid to employees                                           (82,241)    (74,024)
Dividends from equity investments                                    200
Interest received                                                  1,747         931
Interest paid                                                     (2,360)     (1,569)
Income taxes paid                                                 (2,066)     (5,562)
                                                               ---------   ---------

CASH FLOWS USED IN OPERATING ACTIVITIES                           (4,018)     (3,133)
                                                               ---------   ---------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and bank
  indebtedness assumed [note 3]                                        -      (3,709)
Proceeds on disposition of investments                                 -          47
Purchase of property and equipment                                (4,750)     (6,384)
Proceeds from disposition of property and equipment                   33       1,324
CASH FLOWS USED IN INVESTING ACTIVITIES                           (4,717)     (8,722)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                                       (6,275)     (8,626)
Repurchase of shares for cancellation [note S]                      (439)       (357)
Proceeds from issue of share capital [note 5}                        855         419
                                                               ---------   ---------

CASH FLOWS USED IN FINANCING ACTIVITIES                           (5,859)     (8,564)
                                                               ---------   ---------

FOREIGN EXCHANGE GAIN (LOSS) ON CASH HELD IN FOREIGN CURRENCY         53        (458)
                                                               ---------   ---------

NET DECREASE IN CASH                                             (14,541)    (20,877)
Cash, beginning of the period                                     (9,808)     29,202
                                                               ---------   ---------

CASH, END OF THE PERIOD                                        $ (24,349)  $   8,325
                                                               ---------   ---------

CASH CONSISTS OF
Cash and cash equivalents                                      $   8,144   $   8,325
Bank indebtedness                                                (32,493)
                                                               ---------   ---------
                                                               $ (24,349)  $   8,325
                                                               =========   =========
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Columnar figures stated in thousands of Canadian dollars)(Unaudited)

1. GENERAL ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles on a basis
consistent with those used in the preparation of the annual December 31, 2003
consolidated financial statements. Because the disclosures included in these
interim financial statements do not conform in all respects to the requirements
of generally accepted accounting principles for annual financial statements,
these financial statements should be read in conjunction with the December 31,
2003 annual consolidated financial statements. In management's opinion, the
interim consolidated financial statements include all adjustments necessary to
present fairly such interim financial statements. The consolidated statements of
income and retained earnings and cash flows for interim periods are not
necessarily indicative of results on an annual basis due to seasonal and
short-term variations as well as the timing of acquisitions, if any, during
interim periods.

2. PRIOR PERIOD ADJUSTMENT

During 2003, the Company determined, with the assistance of an independent
valuator, that intangible assets acquired in post June 30, 2001 acquisitions had
not been properly identified and valued in the purchase allocation. As a result,
a portion of the purchase price of these acquisitions was allocated to
identifiable intangible assets (contract backlog, client relationships,
technology, and non-com pete agreements). The adjustment was made retroactively
and resulted in the following changes to previously reported financial
information:

<TABLE>
<CAPTION>
                                                                          Quarter ended
                                                                            March 31 ,
(in thousands of dollars, except earnings per share amounts)                  2003
- ------------------------------------------------------------              -------------
                                                                            Increase
                                                                           (decrease)
<S>                                                                       <C>
Amortization of intangible assets                                           $    254
Income before income taxes                                                      (254)
Income taxes                                                                     (96)
Net income for the period                                                       (158)
Retained earnings, beginning of the period                                      (665)
Goodwill acquired [note 3]                                                      (631)
Intangible assets acquired [note 3}                                              998
Future income tax liabilities acquired [note 3]                                  367
Earnings per share - basic                                                     (0.01)
Earnings per share - diluted                                                   (0.01)
</TABLE>

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the time of initial reporting. In the case
of some acquisitions, the additional consideration payable based on future
performance parameters may be adjusted upward or downward. As at March 31, 2004,
the maximum contingent consideration that may be payable in 2004 and future
years is approximately $1,168,000. Such additional consideration is recorded as
additional goodwill in the period in which confirmation of the consideration to
be paid is known.

<PAGE>

During the first quarter of 2004, the Company reduced the purchase price in
connection with the Cosburn Patterson Mather Limited (2002), The Spink
Corporation (2001), and the APAl Architecture Inc. (2003) acquisitions pursuant
to price adjustment clauses in the purchase agreements.

During the first quarter of 2003, the Company acquired the shares and businesses
of APAl Architecture Inc. and Mandalian Enterprises Limited for consideration
consisting of cash and promissory notes. The Company also paid additional
contingent consideration in connection with the Cosburn Patterson Mather Limited
(2002) acquisition and reduced the purchase price on the English Harper Reta
Architects (2002) and Site Consultants, Inc. (2002) acquisitions pursuant to
price adjustment clauses included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired or adjusted in the first quarter of each year are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                        2004      2003
- ----------------------------------------------  -------   -------
<S>                                             <C>       <C>
Cash consideration                              $     -   $ 2,000
Promissory notes, due 2003 through 2007            (205)    3,614
                                                -------   -------
PURCHASE PRICE                                  $  (205)  $ 5,614
                                                =======   =======

Assets and liabilities acquired at fair values
          Bank indebtedness assumed             $     -   $(1,709)
          Non-cash working capital                   71     2,407
          Property and equipment                    745
          Goodwill [note 2]                        (276)    4,004
           Intangible assets [note 2;
            Client relationships                      -       598
            Contract backlog                          -       300
            Technology                                -       100
           Long-term debt                             -      (579)
           Future income taxes [note 27]              -      (252)
                                                -------   -------
NET ASSETS ACQUIRED                             $  (205)  $ 5,614
                                                =======   =======
</TABLE>

All of the goodwill is non-deductible for income tax purposes.

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                           AS AT MARCH 31
(in thousands of dollars)                  2004     2003
- ----------------------------------------  -------  -------
<S>                                       <C>      <C>
Non-interest bearing note payable         $   105  $    96
Other non-interest bearing notes payable    9,669   21,913
Bank loan                                  17,860   23,888
Mortgages payable                          10,520   10,890
Other                                         146      363
                                          -------  -------

                                           38,300   57,150
Less current portion                       12,953   23,151
                                          -------  -------
                                          $25,347  $33,999
                                          =======  =======
</TABLE>

All of the Company's assets are held as collateral under a general security
agreement for the bank indebtedness and bank loan. The mortgages payable are
supported by first mortgages against land and buildings.

Interest expense on long-term debt in the first quarter of 2004 interest was
$495,000 (Q1 03 - $751,000).

<PAGE>

5. SHARE CAPITAL

<TABLE>
<CAPTION>
                                                           AS AT MARCH 31
                                        ----------------------------------------------------
Common shares issued and outstanding              2004                       2003
                                        -------------------------   ------------------------
(in thousands of doliars)               # of shares       $         # of shares        $
- --------------------------------------  -----------   -----------   -----------  -----------
<S>                                     <C>           <C>           <C>          <C>
Balance, beginning of the period        18,327,284    $    84,281   18,282,720   $    83,973
Share options exercised for cash            155,434   $       855       78,164   $       419
Shares repurchased under normal course
 issuer bid                                 (17,900)  $       (83)     (21,100)  $       (97)
                                         ----------   -----------   ----------   -----------
Balance, end of the period               18,464,818   $    85,053   18,339,784   $    84,295
                                         ==========   ===========   ==========   ===========
</TABLE>

During Q1 2004, 17,900 common shares (2003 - 21,100) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$439,000 (2003 - $357,000). Of this amount, $83,000 and $1,000 (2003 - $97,000
and $3,000) reduced the share capital and contributed surplus accounts
respectively, with $355,000 (2003 - $257,000) being charged to retained
earnings.

A share-based compensation expense of $267,000 (2003 - $148,000) was recognized
in Q1 2004. The amount relating to the fair value of options granted ($178,000;
2003 - $148,000) was reflected through contributed surplus and the amount
relating to deferred share unit compensation ($89,000; 2003 - nil) was reflected
through accrued liabilities.

6. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
also report to the CEO and were included in the Other reportable segment.

The Design Build operating segment consisted of the operations of our 50% share
of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as assets
held for sale pending the finaiization of an agreement to sell our interest. The
Company continues to have an agreement in principle to sell its 50% interest
and, therefore, no activity related to this operating segment has been reflected
in its financial statements in 2004.

Effective 2004, because of the pending sale of our Design Build operation and
the Technology segment, which is not material, all operations of the Company are
included in one reportable segment as consulting services.

<TABLE>
<CAPTION>
                                        AS AT MARCH 31
                           ----------------------------------------
                              2004                  2003
                           ----------  ----------  ------  --------
                           CONSULTING  Consulting
(in thousands of dollars)   SERVICES    Services   Other     Total
- -------------------------  ----------  ----------  ------  --------
<S>                        <C>         <C>         <C>     <C>
Gross revenue              $  117,317  $  107,751     689  $108,440
Operating income           $    9,456  $    7,482     794  $  8,276
Segment assets             $  323,392  $  253,555  34,596  $288,151
                           ----------  ----------  ------  --------
</TABLE>

<PAGE>

7. SUBSEQUENT EVENTS

Subsequent to the quarter-end, the Company acquired the shares and business of
The Sear-Brown Group, inc. for cash consideration of US$8,375,000.

8. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the
presentation adopted for the current year.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis, dated April 23, 2004, of Stantec's operations and
financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 First Quarter Report. Additional information
regarding the Company, including the Annual Information Form, is available on
SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. The Company cautions readers
that, by their nature, forward-looking statements involve risk and uncertainties
and that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. The Company may refer to and use
the terms "net revenue" and "gross margin" throughout its analysis. Net revenue
is defined as gross revenue less subconsultant and other direct expenses. Gross
margin is defined as net revenue less direct payroll costs.

OVERVIEW OF QUARTER 1, 2004

The Company continues to use the same accounting policies and methods as those
used in 2003, We announced our first acquisition for the year 2004 effective
April 2nd. The results of The Sear-Brown Group, Inc. acquisition will be
included in the second quarter of 2004. KEY OPERATING RESULTS The Company's key
quarterly results for the quarter ended March 31, 2004 are as follows;

<TABLE>
<CAPTION>
 (in thousands of dollars, except per share amounts)
<S>                                      <C>
Gross revenue                            $   117,317
Net income                               $     5,658
EPS - basic                              $      0.31
EPS - diluted                            $      0.30
</TABLE>

The following table summarizes the Company's key operating results on a
percentage of net revenue basis and the percentage increase in the dollar amount
of these results on a quarter-to-auarter basis:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED MARCH 31
                                        -------------------------------
                                        % OF NET REVENUE   % INCREASE
                                        ----------------  -------------
                                         2004      2003   2004 vs. 2003
                                        ------    ------  -------------
<S>                                     <C>       <C>     <C>
Gross revenue                           113.3%    114.8%       8.2%
Net revenue                             100.0%    100.0%       9.7%
Direct payroll costs                     45.9%     47.5%       5.9%
Gross margin                             54.1%     52.5%      13.1%
Administrative and marketing expenses    42.3%     41.1%      12.8%
Depreciation of property and equipment    2.5%      2.4%      20.0%
Amortization of intangible assets         0.1%      0.3%     (46.1%)
Net interest expense                      0.7%      0.6%      10.3%
</TABLE>

<PAGE>

<TABLE>
<S>                                                <C>          <C>   <C>
Foreign exchange losses                                   0.0%  0.2%  (93.9%)
Share of income from associated companies                 0.1%  0.5%  (71.3%)
Income before income taxes                                8.6%  8.4%   12.3%
Income taxes                                              3.1%  3.1%   11.3%
Net income for the period                                 5.5%  5.3%   12.9%
Outstanding common shares ~ as at March 31 , 2004  18,464,818
Outstanding common shares ~ as at April 23, 2004   18,480,318
</TABLE>

GROSS REVENUE

Gross revenue for Q1 04 increased $8.9 million to $117.3 million from $108.4
million. Approximately $4.7 million of this increase was from the growth in
revenue from acquisitions completed in 2002 and 2003, and $9.7 million was from
existing operations. The impact of changes in foreign exchange rates on revenues
earned by foreign subsidiaries accounted for a decrease of $5.5 million.

GROSS MARGIN

Gross margin as a percentage of net revenue was 54.1% for Q1 04, compared to
52.5% for Q1 03. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenues. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 42,3%
for the first three months of 2004, compared to 41.1 % for 2003 and to our
annual expectation of between 39 and 41%. Administrative and marketing expenses
may fluctuate from quarter to quarter as a result of the amount of staff time
charged to marketing and administrative labour, which is influenced by the mix
of projects in progress and being pursued during the quarter.

FINANCIAL CONDITION AND LIQUIDITY

During the first quarter of 2004, the net decrease in our cash was $14.5 million
compared to a decrease of $20.9 million in the first quarter of 2003. The tower
payments in the first quarter of 2004 for acquisitions and long-term debt
repayments were offset by the additional funds used in operations. At year-end,
as a result of the business information system implementation, we experienced a
significant increase in our investment in costs and estimated earnings in excess
of billings. During the first quarter of 2004, we were able to reduce our level
of investment in this account (i.e. number of days' revenues) to 39 days
compared to 52 days at December 31, 2003. This was accomplished by accelerating
the pace of invoicing to clients, which in turn resulted in an increase in our
investment in accounts receivable to 82 days from 67 days. We anticipate that
the number of days invested in accounts receivable will decline as these
accounts are collected. Our overall investment in these accounts continues to be
significant, and as a result, we have extended the temporary increase in our
revolving credit facility (from $20 million to $50 million) to the end of May
2004 (from February 28, 2004). We expect that our combined level of investment
in these two accounts to reduce over the next quarter and improve our cash flow
from operations.

                                     -end -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.23
<SEQUENCE>26
<FILENAME>t17577exv99w23.txt
<DESCRIPTION>EX-99.23
<TEXT>
<PAGE>

                         ANNUAL MEETING OF SHAREHOLDERS
                                 OF STANTEC INC.
                THURSDAY, MAY 6, 2004 - 11:00 A.M. MOUNTAIN TIME
                                EDMONTON, ALBERTA

VOTING RESULTS:

Full details of the matters for shareholder action can be viewed by accessing
the Management Information Circular for the meeting which has been filed on
SEDAR (http://www.sedar.com).

The Directors of Stantec Inc. recommended that Shareholders vote FOR matters 1
and 2 below:

1.    ELECTION OF DIRECTORS

      For: 98.045%                   Withheld: 1.955%

Each of the eight (8) nominees listed in the Management Information Circular
were elected as directors of Stantec Inc. for the ensuing year or until their
successors are elected or appointed.

2.    APPOINTMENT OF AUDITORS NAMED IN THE MANAGEMENT INFORMATION CIRCULAR

      For: 96.274%                   Withheld: 3.726%

Ernst & Young, Chartered Accountants were appointed as auditors of Stantec Inc.
for the ensuing year or until their successors are appointed and the directors
were authorized to fix the remuneration of the auditors.

For further information on the vote results, please contact Investor Relations
at ir@stantec.com.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.24
<SEQUENCE>27
<FILENAME>t17577exv99w24.txt
<DESCRIPTION>EX-99.24
<TEXT>
<PAGE>

[LOGO STANTEC]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, A.P. Franceschini, President & CEO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending March
      31, 2004;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

May 6, 2004

"Signed"

A.P. Franceschini, P.Eng.
President & CEO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.25
<SEQUENCE>28
<FILENAME>t17577exv99w25.txt
<DESCRIPTION>EX-99.25
<TEXT>
<PAGE>

[LOGO STANTEC]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, D.W. Wilson, Vice President & CFO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending March
      31, 2004;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

May 6, 2004

"Signed"

D.W. Wilson, CA
Vice President & CFO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.26
<SEQUENCE>29
<FILENAME>t17577exv99w26.txt
<DESCRIPTION>EX-99.26
<TEXT>
<PAGE>

                                                        Stantee Inc.
                                                           2004
                                                  Second Quarter Report

                                                 Six Months Ended June 30

                                                      [LOGO STANTEC]

        stantec.com

      10160-122 STREET
  EDMONTON AB CANADA T5K 2L6
        ir@stantec.com
       [LOGO 50 YEARS]

<PAGE>

FIRST QUARTER 2004 FINANCIAL HIGHLIGHTS

- -     Gross revenue for the quarter increased 8.2% to $117.3 million, compared
      to $108.4 million in Q1 03. Net revenue increased 9.7% to $103.6 million,
      compared to $94.4 million in Q1 03

- -     Net income for the quarter increased 12.9% to 5.7 million, compared to
      $5.0 million in Q1 03

- -     Basic earnings per share for the quarter were 14.8% higher at $0.31,
      versus $0.27 in Q1 03

REPORT TO SHAREHOLDERS

Following the celebration of our Company's first 50 years in business and
continuous profitability, I am pleased to report that we are beginning our next
business era with continued strong performance. Net income for the quarter
increased 12.9% from the first quarter of 2003, and basic earnings per share
increased 14.8%. Our results for the first quarter of 2004 reflect our
commitment to continue to execute our focused business strategy.

Over the past year, we have strengthened our business model by bolstering
several of our practice areas to better serve our clients. In this report, I
would like to highlight some of the enhancements we have made in the Buildings
market segment to our Architecture & Interior Design group. We have expanded
this group to one of the leading practices in Canada. During the first quarter
of 2004, the group was certified to the International Organization for
Standardization's (ISO) environmental management system standard (ISO 14001),
making it the first architecture and interior design practice in Canada to
achieve this registration. This accomplishment complements the group's earlier
certification to the ISO's quality management system standard (ISO 9001:2000)
and the certification of many of our staff in Leadership in Energy &
Environmental Design (LEEDTM) from the U.S. Green Building Council.

Our increased presence in the Buildings market segment has strengthened our
ability to offer both single-source and multiteam project delivery to clients,
contributing to new project activity across the Company. For example, our
Program & Project Management team is providing project management support
services for a multiyear expansion program to improve the Halifax International
Airport in Nova Scotia. The program includes renovation of the airport's
domestic and

<PAGE>

international arrivals areas and south-end hold rooms, expansion of the main
lobby retail area and public parking lot, and construction of an airside
subdivision and water treatment facility. In addition, our Architecture &
Interior Design group is acting as the associate architect for the improvement
program for one end of the airport terminal.

In western Canada, we are providing architectural design and mechanical
engineering services for the development of a new soccer center in Saskatoon,
Saskatchewan. Encompassing six indoor soccer pitches and two outdoor soccer
fields, the center will be part of a joint-use complex that also includes a high
school and community recreation facilities. In addition, our Facilities Planning
& Operations group has undertaken a project to develop the master plan and
functional program for a 500-bed expansion and major renovations to the Rocky
View General Hospital in Calgary, Alberta. Other new contracts obtained this
quarter include assignments to provide structural engineering services for the
development of a new law court facility in Calgary; mechanical engineering
services for an addition and renovations to the Western College of Veterinary
Medicine at the University of Saskatchewan in Saskatoon; mechanical engineering
services for the development of a new acute care regional hospital facility in
Swift Current, Saskatchewan; and structural and electrical engineering services
for the development of a performing arts center for handicapped and impaired
function individuals at the Victoria School for the Performing Arts in Edmonton,
Alberta.

In the US Southwest & West, we are providing a complete range of Buildings
services--surveying, architecture, and mechanical, electrical, and civil
engineering--for the design of a new 480,000-square foot (44,593-square metre)
warehouse at the US Department of Defense distribution depot in Tracy,
California, for the US Army Corps of Engineers. With a minimum height of 26 feet
(eight metres) for stacking bulk materials, this general-purpose warehouse will
include a 5,000-square foot (465-square metre) administration and utility annex.
Our Buildings Engineering group has also been awarded an assignment to design
and administer the construction of a process cooling water distribution system
for the University of Arizona's large binocular telescope located at Mt. Graham,
Arizona. This project will require capacity assessments, load flow calculations,
and specification of air handling units, among other specialty services.

<PAGE>

In the US Southeast, work continues on the design of a new Science & Engineering
Research Building for Research Triangle Institute (RTI) International, one of
the world's premier research institutes, based in Research Triangle Park, North
Carolina. We are providing full architecture and engineering design services as
the prime design consultant for the project. The award of this project follows
the successful completion of a previous assignment with RTI International--the
development of a master plan for its 185-acre (75-hectare) research campus--in
2002.

Going forward, we will continue to evolve the depth and breadth of our Buildings
services as we fulfill our commitment to pursue excellence in design and project
delivery and to follow an orderly growth plan through our focused business
model.

/s/ Tony Franceschini
- ------------------------------
Tony Franceschini, P.Eng.
President & CEO
May 6, 2004

<PAGE>

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                         MARCH 31          December 31
(Columnar figures stated in thousands of Canadian dollars)                2004                2003
                                                                         ---------         -----------
                                                                         Unaudited
<S>                                                                      <C>               <C>
ASSETS
CURRENT
Cash                                                                     $   8,144         $     7,343
Accounts receivable                                                        104,279              87,101
Costs and estimated earnings in excess of billings                          48,984              67,094
Income taxes recoverable                                                     4,567               6,921
Prepaid expenses                                                             2,481               3,246
Future income tax assets                                                     6,908               5,924
                                                                         ---------         -----------
                                                                           175,363             177,629
Property and equipment                                                      67,708              67,670
Investment in associated companies                                           1,749               1,844
Investments - other                                                          1,145               1,137
Goodwill                                                                    69,825              69,696
Intangible assets                                                            4,983               5,112
Future income tax assets                                                     2,619               3,487
                                                                         ---------         -----------
                                                                         $ 323,392         $   326,575
                                                                         =========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness                                                        $  32,493         $    17,151
Accounts payable and accrued liabilities                                    52,397              70,255
Billings in excess of costs and estimated earnings                          16,271              16,882
Current portion of long-term debt [note 4]                                  12,953              13,416
Future income tax liabilities                                                9,815              10,802
                                                                         ---------         -----------
                                                                           123,929             128,506
Long-term debt [note 4]                                                     25,347              31,159
Future income tax liabilities                                                6,306               6,382
                                                                         ---------         -----------
                                                                           155,582             166,047
                                                                         =========         ===========

SHAREHOLDERS' EQUITY
Share capital [note 5]                                                      85,053              84,281
Contributed surplus [note 5]                                                 2,019               1,842
Cumulative translation account                                             (12,831)            (13,861)
Retained earnings                                                           93,569              88,266
                                                                         ---------         -----------
                                                                           167,810             160,528
                                                                         ---------         -----------

                                                                         $ 323,392         $   326,575
                                                                         =========         ===========
</TABLE>

See accompanying notes

<PAGE>

Consolidated Statements of Income and Retained Earnings

<TABLE>
<CAPTION>
                                                                                                   For the quarter ended
                                                                                                           March 31
(Columnar figures stated in thousands of Canadian dollars except per share amounts)(Unaudited)    2004                2003
- ----------------------------------------------------------------------------------------------  ----------         -----------
                                                                                                                    Restated
                                                                                                                    [note 2]
<S>                                                                                             <C>                <C>
INCOME
GROSS REVENUE                                                                                   $  117,317         $   108,440
Less subconsultant and other direct expenses                                                        13,751              14,002
                                                                                                ----------         -----------

NET REVENUE                                                                                        103,566              94,438
Direct payroll costs                                                                                47,540              44,882
                                                                                                ----------         -----------

GROSS MARGIN                                                                                        56,026              49,556
Administrative and marketing expenses                                                               43,809              38,840
Depreciation of property and equipment                                                               2,624               2,186
Amortization of intangible assets                                                                      137                 254
Net interest expense                                                                                   674                 611
Foreign exchange losses                                                                                 11                 181
Share of income from associated companies                                                             (125)               (436)
                                                                                                ----------         -----------

INCOME BEFORE INCOME TAXES                                                                           8,896               7,920
                                                                                                ----------         -----------
INCOME TAXES
Current                                                                                              4,420               1,890
Future                                                                                              (1,182)              1,018
                                                                                                ----------         -----------
                                                                                                     3,238               2,908
                                                                                                ==========         ===========

NET INCOME FOR THE PERIOD                                                                       $    5,658         $     5,012
                                                                                                ==========         ===========

RETAINED EARNINGS, BEGINNING OF PERIOD, AS PREVIOUSLY REPORTED                                  $   88,266         $    64,905
Prior period adjustment [note 2]                                                                         -                (665)
                                                                                                ----------         -----------
RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS RESTATED                                             88,266              64,240
Net income for the period                                                                            5,658               5,012
Shares repurchased [note 5]                                                                           (355)               (257)
                                                                                                ==========         ===========
RETAINED EARNINGS, END OF PERIOD                                                                $   93,569         $    68,995
                                                                                                ==========         ===========

Weighted average number of shares outstanding - basic                                            18,373,983         18,305,053
                                                                                                ==========         ===========
Weighted average number of shares outstanding - diluted                                          19,176,483         19,085,852
                                                                                                ==========         ===========
Shares outstanding, end of period                                                                18,464,818         18,339,784
                                                                                                ==========         ===========

EARNINGS PER SHARE

 Basic [note 2]                                                                                 $     0.31         $      0.27
                                                                                                ==========         ===========
 Diluted [note 2]                                                                               $     0.30         $      0.26
                                                                                                ==========         ===========
See accompanying notes
</TABLE>

<PAGE>

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                               For the quarter ended
                                                                                      March 31
(Columnar figures stated in thousands of Canadian dollars)(Unaudited)            2004          2003
- -------------------------------------------------------------------------     ---------     ----------
<S>                                                                           <C>           <C>

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Cash receipts from clients                                                    $ 124,568     $  108,599
Cash paid to suppliers                                                          (43,866)       (31,508)
Cash paid to employees                                                          (82,241)       (74,024)
Dividends from equity investments                                                   200              -
Interest received                                                                 1,747            931
Interest paid                                                                    (2,360)        (1,569)
Income taxes paid                                                                (2,066)        (5,562)
                                                                              ---------     ----------

CASH FLOWS USED IN OPERATING ACTIVITIES                                          (4,018)        (3,133)
                                                                              ---------     ----------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

Business acquisitions, including cash acquired and bank indebtness
 assumed [note 3]                                                                     -         (3,709)
Proceeds on disposition of investments                                                -             47
Purchase of property and equipment                                               (4,750)        (6,384)
Proceeds from disposition of property and equipment                                  33          1,324
                                                                              ---------     ----------

CASH FLOWS USED IN INVESTING ACTIVITIES                                          (4,717)        (8,722)
                                                                              ---------     ----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

Repayment of long-term debt                                                      (6,275)        (8,626)
Repurchase of shares for cancellation [note 5]                                     (439)          (357)
Proceeds from issue of share capital [note 5]                                       855            419
                                                                              ---------     ----------

CASH FLOWS USED IN FINANCING ACTIVITIES                                          (5,859)        (8,564)
                                                                              ---------     ----------

FOREIGN EXCHANGE GAIN (LOSS) ON CASH HELD IN FOREIGN CURRENCY                        53           (458)
                                                                              ---------     ----------

NET DECREASE IN CASH                                                            (14,541)       (20,877)
Cash, beginning of the period                                                    (9,808)        29,202
                                                                              ---------     ----------

CASH, END OF THE PERIOD                                                       $ (24,349)    $    8,325
                                                                              ---------     ----------
CASH CONSISTS OF

Cash and cash equivalents                                                     $   8,144     $    8,325
Bank indebtedness                                                               (32,493)             -
                                                                              ---------     ----------
                                                                              $ (24,349)    $    8,325
                                                                              =========     ==========
</TABLE>

See accompanying notes

<PAGE>

Notes to Consolidated Financial Statements

1. GENERAL ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles on a basis
consistent with those used in the preparation of the annual December 31, 2003,
consolidated financial statements. Because the disclosures included in these
interim financial statements do not conform in all respects to the requirements
of generally accepted accounting principles for annual financial statements,
these financial statements should be read in conjunction with the December 31,
2003, annual consolidated financial statements. In management's opinion, these
interim consolidated financial statements include all the adjustments necessary
to present fairly such interim financial statements. The consolidated statements
of income and retained earnings and cash flows for interim periods are not
necessarily indicative of results on an annual basis due to seasonal and
short-term variations as well as the timing of acquisitions, if any, during
interim periods.

2. PRIOR PERIOD ADJUSTMENT

During 2003, the Company determined, with the assistance of an independent
valuator, that intangible assets acquired in post June 30, 2001, acquisitions
had not been properly identified and valued in the purchase allocation. As a
result, a portion of the purchase price of these acquisitions was allocated to
identifiable intangible assets (contract backlog, client relationships,
technology, and non-compete agreements). The adjustment was made retroactively
and resulted in the following changes to previously reported financial
information:

<TABLE>
<CAPTION>
                                                                                 Quarter ended
(in thousands of dollars, except earnings per share amounts)                     March 31, 2003
- ---------------------------------------------------------------                -------------------
                                                                                   Increase
                                                                                   (Decrease)
<S>                                                                            <C>
Amortization of intangible assets                                              $               254
Income before income taxes                                                                    (254)
Income taxes                                                                                   (96)
Net income for the period                                                                     (158)
Retained earnings, beginning of the period                                                    (665)
Goodwill acquired [note 3]                                                                    (631)
Intangible assets acquired [note 3]                                                            998
Future income tax liabilities aquired [note 3]                                                 367

Earnings per share - basic                                                                   (0.01)
Earnings per share - diluted                                                                 (0.01)
</TABLE>

<PAGE>

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the time of initial reporting. In the case
of some acquisitions, the additional consideration payable based on future
performance parameters may be adjusted upward or downward. As at March 31, 2004,
the maximum contingent consideration that may be payable in 2004 and future
years is approximately $1,168,000. Such additional consideration is recorded as
additional goodwill in the period in which confirmation of the consideration to
be paid is known.

During the first quarter of 2004, the Company reduced the purchase price in
connection with the Cosburn Patterson Mather Limited (2002), The Spink
Corporation (2001), and the APAI Architecture Inc. (2003) acquisitions pursuant
to price adjustment clauses in the purchase agreements.

During the first quarter of 2003, the Company acquired the shares and businesses
of APAI Architecture Inc. and Mandalian Enterprises Limited for consideration
consisting of cash and promissory notes. The Company also paid additional
contingent consideration in connection with the Cosburn Patterson Mather Limited
(2002) acquisition and reduced the purchase price on the English Harper Reta
Architects (2002) and Site Consultants, Inc. (2002) acquisitions pursuant to
price adjustment clauses included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired or adjusted in the first quarter of each year are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                                                     2004             2003
- ---------------------------------------------------------------------       ----------       ----------
<S>                                                                         <C>              <C>
Cash consideration                                                          $        -       $    2,000
Promissory notes, due 2003 through 2007                                           (205)           3,614
                                                                            ----------       ----------
PURCHASE PRICE                                                              $     (205)      $    5,614
                                                                            ==========       ==========

Assets and liabilities acquired at fair values
 Bank indebtedness assumed                                                  $        -       $   (1,709)
 Non-cash working capital                                                           71            2,407
 Property and equipment                                                              -              745
 Goodwill [note 2]                                                                (276)           4,004
 Intangible assets [note 2]

  Client realtionships                                                               -              598
  Contract backlog                                                                   -              300
  Technology                                                                         -              100
 Long-term debt                                                                      -             (579)
 Future income taxes [note 2]                                                        -             (252)
                                                                            ----------       ----------
NET ASSETS ACQUIRED                                                         $     (205)      $    5,614
                                                                            ==========       ==========
</TABLE>

All of the goodwill is non-deductible for income tax purposes.

<PAGE>

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                   As at March 31
                                                                            ---------------------------
(in thousands of dollars)                                                     2004             2003
- -------------------------------------------------------------               --------         ----------
<S>                                                                         <C>              <C>
Non-interest bearing note payable                                           $    105         $       96
Other non-interest bearing notes payable                                       9,669             21,913
Bank loan                                                                     17,860             23,888
Mortgages payable                                                             10,520             10,890
Other                                                                            146                363
                                                                            --------         ----------
                                                                              38,300             57,150
Less current portion                                                          12,953             23,151
                                                                            --------         ----------
                                                                            $ 25,347         $   33,999
                                                                            ========         ==========
</TABLE>

All of the Company's assets are held as collateral under a general security
agreement for the bank indebtedness and bank loan. The mortgages payable are
supported by first mortgages against land and buildings.

Interest expense on long-term debt in the first quater of 2004 interest was
$495,000 (Q1 03 - $ 751,000).

5. SHARE CAPITAL

<TABLE>
<CAPTION>
                                                                       As at March 31
                                                   ------------------------------------------------------
                                                               2004                          2003
Common shares issued and outstanding               -------------------------       ----------------------
(in thousands of dollars)                          # OF SHARES         $           # of shares      $
- ------------------------------------------         -----------      --------       -----------   --------
<S>                                                <C>              <C>            <C>           <C>
Balance, beginning of the period                    18,327,284      $ 84,281        18,282,720   $ 83,973
Share options exercised for cash                       155,434           855            78,164        419
Shares repurchased under normal course
  issuer bid                                           (17,900)          (83)          (21,100)       (97)
                                                   -----------      --------       -----------   --------
Balance, end of the period                          18,464,818      $ 85,053        18,339,784   $ 84,295
                                                   ===========      ========       ===========   ========
</TABLE>

During Q1 04, 17,900 common shares (2003 - 21,100) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$439,000 (2003 - $357,000). Of this amount, $83,000 and $1,000 (2003 - $97,000
and $3,000) reduced the share capital and contributed surplus accounts
respectively, with $355,000 (2003 - $257,000) being charged to retained
earnings.

A share-based compensation expense of $267,000 (2003 - $148,000) was recognized
in Q1 04. The amount relating to the fair value of options granted ($178,000;
2003 - $148,000) was reflected through contributed surplus, and the amount
relating to deferred share unit compensation ($89,000; 2003 - nil) was reflected
through accrued liabilities.

<PAGE>

6. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian Institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
also report to the CEO and were included in the Other reportable segment.

The Design Build operating segment consisted of the operations of our 50% share
of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as assets
held for sale pending the finalization of an agreement to sell our interest. The
Company continues to have an agreement in principle to sell its 50% interest
and, therefore, no activity related to this operating segment has been reflected
in its financial statements in 2004.

Effective 2004, because of the pending sale of our Design Build operation and
because the Technology segment is not material, all operations of the Company
are included in one reportable segment as Consulting Services.

<TABLE>
<CAPTION>
                                                                        Quarter ended March 31
                                             ------------------------------------------------------------
                                                 2004                               2003
                                             -------------       ----------------------------------------
                                              CONSULTING         Consulting
(in thousands of dollars)                      SERVICES           Services         Other        Total
- --------------------------------------       -------------       ----------        ------     -----------
<S>                                          <C>                 <C>                  <C>     <C>
Gross revenue                                $     117,317       $  107,751           689     $   108,440
Operating income                             $       9,456       $    7,482           794     $     8,276
Segment assets                               $     323,392       $  253,555        34,596     $   288,151
</TABLE>

7. SUBSEQUENT EVENTS

Subsequent to the quater-end, the Company acquired the shares and business of
The Sear-Brown Group, Inc. for cash consideration of US$8,375,000.

8. COMPARATIVE FIGURES

Certian comparative figures have been reclassified to conform to the
presentation adopted for the current year.

<PAGE>

Management's Discussion and Analysis

This discussion and analysis, dated April 23, 2004, of Stantec's operations and
financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 First Quarter Report. Additional information
regarding the Company, including the Annual Information Form, is available on
SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. The Company cautions readers
that, by their nature, forward-looking statements involve risk and uncertainties
and that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. The Company may refer to and use
the terms "net revenue" and "gross margin" throughout its analysis. Net revenue
is defined as gross revenue less subconsultant and other direct expenses. Gross
margin is defined as net revenue less direct payroll costs.

OVERVIEW OF FIRST QUARTER 2004

The Company continues to use the same accounting policies and methods as those
used in 2003. We announced our first acquisition for the year 2004 effective
April 2. The results of The Sear-Brown Group, Inc. acquisition will be included
in the second quarter of 2004.

<PAGE>

KEY OPERATING RESULTS

The Company's key quarterly results are as follows:

<TABLE>
<CAPTION>
                                                                       Quarter ended
(in thousands of dollars, except per share amounts) 2004                 March 31,
- --------------------------------------------------------------         --------------
<S>                                                                    <C>
Gross revenue                                                          $      117,317
Net income                                                             $        5,658
EPS - basic                                                            $         0.31
EPS - diluted                                                          $         0.30
</TABLE>

The following table summarizes the Company's key operating results on a
percentage of net revenue basis and the percentage increase in the dollar amount
of these results on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                                                    QUARTER ENDED MARCH 31
                                                               ------------------------------------
                                                                  % OF NET REVENUE       % INCREASE
                                                               -----------------------   ----------
                                                                                           2004VS.
                                                                  2004           2003       2003
                                                               ----------       ------   ----------
<S>                                                            <C>              <C>      <C>
GROSS REVENUE                                                       113.3%       114.8%       8.2%
NET REVENUE                                                         100.0%       100.0%       9.7%
Direct payroll costs                                                 45.9%        47.5%       5.9%
GROSS MARGIN                                                         54.1%        52.5%      13.1%
Administrative and marketing expenses                                42.3%        41.1%      12.8%
Depreciation of property and equipment                                2.5%         2.4%      20.0%
Amortization of intangible assets                                     0.1%         0.3%     (46.1%)
Net interest expense                                                  0.7%         0.6%      10.3%
Foreign exchange losses                                               0.0%         0.2%     (93.9%)
Share of income from associated companies                             0.1%         0.5%     (71.3%)
INCOME BEFORE INCOME TAXES                                            8.6%         8.4%      12.3%
Income taxes                                                          3.1%         3.1%      11.3%
NET INCOME FOR THE PERIOD                                             5.5%         5.3%      12.9%
                                                               ----------        -----   --------
OUTSTANDING COMMON SHARES - AS AT MARCH 31, 2004               18,464,818
OUTSTANDING COMMON SHARES - AS AT APRIL 23, 2004               18,480,318
                                                               ----------
</TABLE>

<PAGE>

GROSS REVENUE

Gross revenue for Q1 04 increased $8.9 million to $117.3 million from $108.4
million. Approximately $4.7 million of this increase was from the growth in
revenue from acquisitions completed in 2002 and 2003, and $9.7 million was from
existing operations. The impact of changes in foreign exchange rates on revenues
earned by foreign subsidiaries accounted for a decrease of $5.5 million.

GROSS MARGIN

Gross margin as a percentage of net revenue was 54.1% for Q1 04, compared to
52.5% for Q1 03. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenues. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 42.3%
for the first three months of 2004, compared to 41.1% for 2003 and to our annual
expectation of between 39 and 41%. Administrative and marketing expenses may
fluctuate from quarter to quarter as a result of the amount of staff time
charged to marketing and administrative labor, which is influenced by the mix of
projects in progress and being pursued during the quarter.

FINANCIAL CONDITION AND LIQUIDITY

During the first quarter of 2004, the net decrease in our cash was $14.5
million, compared to a decrease of $20.9 million in the first quarter of 2003.
The lower payments made in the first quarter of 2004 for acquisitions and
long-term debt repayments were offset by the additional funds used in
operations. At year-end, as a result of our business information system
implementation, we experienced a significant increase in our investment in costs
and estimated earnings in excess of billings. During the first quarter of 2004,
we were able to reduce our level of investment in this account (i.e., number of
days' revenues) to 39 days compared to 52 days at December 31, 2003. This was
accomplished by accelerating the pace of invoicing to clients, which in turn
resulted in an increase in our investment in accounts receivable to 82 days from
67 days. We anticipate that the number of days invested in accounts receivable
will decline as these accounts are collected. Our overall investment in these
accounts continues to be significant, and as a result, we have extended the
temporary increase in our revolving credit facility (from $20 million to $50
million) to the end of May 2004 (from February 28, 2004). We expect our combined
level of investment in these two accounts to reduce over the next quarter and
improve our cash flow from operations.

<PAGE>

SHAREHOLDER INFORMATION

TRANSFER AGENT                      SECURITIES EXCHANGE LISTING
CIBC Mellon Trust Company           Stantec shares are traded on
Calgary, Alberta                    the Toronto Stock Exchange
                                    under the symbol STN.
AUDITORS
Ernst & Young LLP                   INVESTOR RELATIONS
Chartered Accountants               Stantec Inc.
Edmonton, Alberta                   10160 - 112 Street
                                    Edmonton AB
PRINCIPAL BANK                      Canada T5K 2L6
Canadian Imperial Bank of           Tel: (780) 917-7000
Commerce                            Fax: (780) 917-7330
                                    ir@stantec.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.27
<SEQUENCE>30
<FILENAME>t17577exv99w27.txt
<DESCRIPTION>EX-99.27
<TEXT>
<PAGE>
Management's Discussion and Analysis

This discussion and analysis, dated April 23, 2004, of Stantec's operations and
financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 First Quarter Report. Additional information
regarding the Company, including the Annual Information Form, is available on
SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. The Company cautions readers
that, by their nature, forward-looking statements involve risk and uncertainties
and that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. The Company may refer to and use
the terms "net revenue" and "gross margin" throughout its analysis. Net revenue
is defined as gross revenue less subconsultant and other direct expenses. Gross
margin is defined as net revenue less direct payroll costs.

OVERVIEW OF FIRST QUARTER 2004

The Company continues to use the same accounting policies and methods as those
used in 2003. We announced our first acquisition for the year 2004 effective
April 2. The results of The Sear-Brown Group, Inc. acquisition will be included
in the second quarter of 2004.

<PAGE>

KEY OPERATING RESULTS

The Company's key quarterly results are as follows:

<TABLE>
<CAPTION>

                                                                   Quarter ended

(in thousands of dollars, except per share amounts)         March 31, 2004
- -----------------------------------------------------      -----------------
<S>                                                        <C>
Gross revenue                                              $         117,317
Net income                                                 $           5,658
EPS - basic                                                $            0.31
EPS - diluted                                              $            0.30
</TABLE>

The following table summarizes the Company's key operating results on a
percentage of net revenue basis and the percentage increase in the dollar amount
of these results on a quarter-to-quarter basis:

<TABLE>
<CAPTION>

                                                                                QUARTER ENDED MARCH 31
                                                                       -----------------------------------
                                                                          % OF NET REVENUE      % INCREASE
                                                                       ----------------------   ----------
                                                                                                  2004VS.

                                                                         2004            2003      2003
                                                                       ----------       -----   ----------
<S>                                                                    <C>              <C>     <C>
GROSS REVENUE                                                               113.3%      114.8%      8.2%
NET REVENUE                                                                 100.0%      100.0%      9.7%
Direct payroll costs                                                         45.9%       47.5%      5.9%
GROSS MARGIN                                                                 54.1%       52.5%     13.1%
Administrative and marketing expenses                                        42.3%       41.1%     12.8%
Depreciation of property and equipment                                        2.5%        2.4%     20.0%
Amortization of intangible assets                                             0.1%        0.3%    (46.1%)
Net interest expense                                                          0.7%        0.6%     10.3%
Foreign exchange losses                                                       0.0%        0.2%    (93.9%)
Share of income from associated companies                                     0.1%        0.5%    (71.3%)
INCOME BEFORE INCOME TAXES                                                    8.6%        8.4%     12.3%
Income taxes                                                                  3.1%        3.1%     11.3%
NET INCOME FOR THE PERIOD                                                     5.5%        5.3%     12.9%
                                                                       ----------
OUTSTANDING COMMON SHARES - AS AT MARCH 31, 2004                       18,464,818
OUTSTANDING COMMON SHARES - AS AT APRIL 23, 2004                       18,480,318
                                                                       ==========
</TABLE>

<PAGE>

GROSS REVENUE

Gross revenue for Q1 04 increased $8.9 million to $117.3 million from $108.4
million. Approximately $4.7 million of this increase was from the growth in
revenue from acquisitions completed in 2002 and 2003, and $9.7 million was from
existing operations. The impact of changes in foreign exchange rates on revenues
earned by foreign subsidiaries accounted for a decrease of $5.5 million.

GROSS MARGIN

Gross margin as a percentage of net revenue was 54.1% for Q1 04, compared to
52.5% for Q1 03. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenues. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 42.3%
for the first three months of 2004, compared to 41.1% for 2003 and to our annual
expectation of between 39 and 41%. Administrative and marketing expenses may
fluctuate from quarter to quarter as a result of the amount of staff time
charged to marketing and administrative labor, which is influenced by the mix of
projects in progress and being pursued during the quarter.

FINANCIAL CONDITION AND LIQUIDITY

During the first quarter of 2004, the net decrease in our cash was $14.5
million, compared to a decrease of $20.9 million in the first quarter of 2003.
The lower payments made in the first quarter of 2004 for acquisitions and
long-term debt repayments were offset by the additional funds used in
operations. At year-end, as a result of our business information system
implementation, we experienced a significant increase in our investment in costs
and estimated earnings in excess of billings. During the first quarter of 2004,
we were able to reduce our level of investment in this account (i.e., number of
days' revenues) to 39 days compared to 52 days at December 31, 2003. This was
accomplished by accelerating the pace of invoicing to clients, which in turn
resulted in an increase in our investment in accounts receivable to 82 days from
67 days. We anticipate that the number of days invested in accounts receivable
will decline as these accounts are collected. Our overall investment in these
accounts continues to be significant, and as a result, we have extended the
temporary increase in our revolving credit facility (from $20 million to $50
million) to the end of May 2004 (from February 28, 2004). We expect our combined
level of investment in these two accounts to reduce over the next quarter and
improve our cash flow from operations.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.28
<SEQUENCE>31
<FILENAME>t17577exv99w28.txt
<DESCRIPTION>EX-99.28
<TEXT>
<PAGE>

[LOGO STANTEC]                                                     NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

EDMONTON AB (May 28, 2004) TSX:STN

Stantec Inc. announced today that a Notice of Intention to commence a Normal
Course Issuer Bid has been filed with, and accepted by, the Toronto Stock
Exchange, pursuant to which Stantec may purchase up to 554,388 of its common
shares, representing approximately 3% of the shares. Stantec had a total of
18,479,618 common shares outstanding as at May 15, 2004. The purchases may
commence on June 1, 2004, and will terminate on May 31, 2005 or on such earlier
date as Stantec may complete its purchases pursuant to the Notice of Intention.
Stantec will make the purchases in accordance with the rules and policies of the
exchange, and the prices that Stantec will pay for any common shares will be the
market price of such shares at the time of acquisition. Stantec will make no
purchases of common shares other than open-market purchases.

Due to the early termination, effective on May 31, 2004, of Stantec's current
Normal Course Issuer Bid, which commenced on September 9, 2003 and was to have
terminated on September 8, 2004, during the period from June 1, 2004 to
September 8, 2004, Stantec will also be subject to the restrictions placed in
respect of that bid. As a result, during this period, the number of Common
Shares purchased in any 30 day period cannot aggregate more than 2% (366,874
Common Shares) of the number of Common Shares issued and outstanding as at
August 31, 2003 and, in addition, the number of Common Shares purchased during
the 12-month period from September 9, 2003 to September 8, 2004 cannot exceed
more than 3% (550,311 Common Shares) of the number of Common Shares issued and
outstanding as at August 31, 2003. As at August 31, 2003, there were a total of
18,343,684 Common Shares issued and outstanding.

Stantec believes that, from time to time, the market price of its common shares
does not fully reflect the value of its business and its future business
prospects. As a result, the Company believes at such times that its outstanding
common shares represent an attractive investment and an appropriate and
desirable use of its available funds. Stantec also believes that the purchase of
its common shares may be advisable, periodically, to offset the dilution
resulting from the exercise of options and the dilution that occurs as a result
of common shares issued in connection with acquisitions. Any common shares
purchased by Stantec will be cancelled.

As at May 15, 2004, pursuant to its normal course issuer bid in place since
September 9, 2003, Stantec has purchased 42,600 common shares at an average
price of $22.32 per share.

As noted above, Stantec's current Normal Course Issuer Bid, which was to have
expired on September 8, 2004 has been terminated effective May 31, 2004.

STANTEC provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management, and project economics. The Company
supports clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

CORPORATE CONTACT                         INVESTOR CONTACT
Tony Franceschini                         Don Wilson
President & CEO                           Vice President & CFO
Stantec Inc.                              Stantec Inc.               STANTEC.com
Tel: 780-917-7077                         Tel: 780-917-7269
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.29
<SEQUENCE>32
<FILENAME>t17577exv99w29.txt
<DESCRIPTION>EX-99.29
<TEXT>
<PAGE>

                       REPORT OF NORMAL COURSE ISSUER BID

(SUBSECTION 189.1.3 OF THE REGULATION RESPECTING SECURITIES (QUEBEC))

1.    NAME AND ADDRESS OF THE OFFEREE COMPANY: Stantec Inc. 10160 - 112th Street
      Edmonton, Alberta T5K 2L6

2.    NAME AND ADDRESS OF THE OFFEROR:

      Stantec Inc.
      (as above)

3.    DESIGNATION OF THE SECURITIES THAT ARE SUBJECT TO THE BID: Common Shares -
      CUSIP No. 85472N 10 9

4.    DATE OF THE BID: June 1, 2004 to May 31, 2005

5.    MAXIMUM NUMBER OF SECURITIES SOUGHT BY THE OFFEROR FOR EACH CLASS OF
      SECURITIES SUBJECT TO THE BID: 554,388 common shares, representing
      approximately 3% of the common shares outstanding as at May 15, 2004.

6.    VALUE, EXPRESSED IN CANADIAN DOLLARS, OF THE CONSIDERATION OFFERED PER
      SECURITY:

      Common shares will be purchased through the facilities of the Toronto
      Stock Exchange. The price paid for the common shares will be the market
      price of such common shares t the time of acquisition.

7.    FEE PAYABLE IN RESPECT OF THE BID, AS CALCULATED UNDER SECTION 271.4(1) OF
      THE REGULATION RESPECTING SECURITIES (QUEBEC): A fee of $850 accompanies
      this report.

Date: June 4, 2004                      STANTEC INC.

                                        By: /s/ JEFFREY S. LLOYD
                                           ---------------------------------
                                           JEFFREY S. LLOYD
                                           Vice President & Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.30
<SEQUENCE>33
<FILENAME>t17577exv99w30.txt
<DESCRIPTION>EX-99.30
<TEXT>
<PAGE>

                                  STANTEC INC.

                               NOTICE OF INTENTION
                                    TO MAKE A
                            NORMAL COURSE ISSUER BID

      Stantec Inc. ("Stantec") intends to purchase through the facilities of the
Toronto Stock Exchange ("TSX") certain of its outstanding common shares (the
"Common Shares") as set out below.

1.    SHARES SOUGHT

      The number of Common Shares purchased in any 30-day period pursuant to
this Notice shall not aggregate more than 2% (369,592 Common Shares) of the
number of Common Shares issued and outstanding and during the 12-month period
shall not exceed 554,388 Common Shares (3% of the outstanding shares) (of which
a total of 18,479,618 Common Shares were outstanding as at May 15, 2004.

2.    DURATION

      Stantec may commence purchasing Common Shares pursuant to this Notice on
June 1, 2004 and will terminate such purchases on the earlier of May 31, 2005
and the date on which the maximum number of Common Shares have been purchased
pursuant to this Notice.

3.    METHOD OF ACQUISITION

      Stantec proposes to purchase for cancellation outstanding Common Shares
which may be available for purchase through the facilities of the TSX. All
purchases will be made in compliance with the by-laws, rules and policies of the
TSX.

      Stantec will make no purchases of Common Shares other than open market
purchases without the approval of the TSX. Stantec may commence purchases of
Common Shares on June 1, 2004, but, in any event, purchases will be made at such
times and in such numbers as determined by Stantec. The price which Stantec will
pay for any Common Shares acquired by it will be the market price of the Common
Shares at the time of acquisition. Stantec intends to finance the purchase price
for the Common Shares purchased by it pursuant to this Notice from its working
capital.

4.    CONSIDERATION OFFERED

      There are no restrictions on the consideration offered by Stantec under
this normal course issuer bid and there are no other restrictions on the issuer
bid.

5.    REASONS FOR THE NORMAL COURSE ISSUER BID

      Stantec believes that, at certain times, the market price of its Common
Shares may not adequately reflect the value of its business and its future
business prospects. As a result, Stantec believes that its outstanding Common
Shares may, at such times, represent an attractive investment and an appropriate
and desirable use of its available funds. The purchase of Common Shares may also
be advisable, periodically, to offset the dilution resulting from the exercise
of options and the dilution that occurs as a result of Common Shares issued in
connection with acquisitions. The Common Shares will be purchased by Stantec for
cancellation.

<PAGE>

                                      - 2 -

6.    VALUATION

      After reasonable inquiry, the directors and officers of Stantec have no
knowledge of any appraisal or valuation regarding Stantec, its material assets
or securities, prepared within the two years preceding the date of this Notice.

7.    PREVIOUS PURCHASES

      As at May 15, 2004, Stantec has purchased 42,600 Common Shares at an
average price of $22.32 per share within the past 8.5 months pursuant to the
normal course issuer bid in place from September 9, 2003 to September 8, 2004.

8.    PARTICIPATION BY INSIDERS, AFFILIATES AND ASSOCIATES

      To the knowledge of the directors and officers of Stantec, after
reasonable enquiry, no director, senior officer, associate of a director or
senior officer of Stantec, or any person holding 10% or more of the Common
Shares of Stantec, or any person acting jointly or in concert with Stantec,
intends to sell any Common Shares during the duration of this Notice. It is
possible that sales of Common Shares by any of the foregoing persons or
companies may occur during the duration of this Notice as circumstances or
decisions of those persons or companies, unrelated to Stantec's purpose as
stated in this Notice, determine.

9.    NO MATERIAL CHANGES

      There are no undisclosed material changes or plans or proposals for
material changes in the affairs of Stantec.

10.   CERTIFICATE

         I, Jeffrey S. Lloyd, the Vice President and Secretary of Stantec,
hereby certify, as a senior officer duly authorized by the board of directors of
Stantec, that the foregoing Notice is complete and accurate and in compliance
with Policy 6-501 of the TSX on Normal Course Issuer Bids and that the foregoing
Notice contains no untrue statement of a material fact and does not omit to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in the light of the circumstances in which it is
made.

DATED at Edmonton, Alberta this 27th day of May, 2004.

                                         /s/ JEFFREY S. LLOYD
                                         ------------------------------
                                         JEFFREY S. LLOYD
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.31
<SEQUENCE>34
<FILENAME>t17577exv99w31.txt
<DESCRIPTION>EX-99.31
<TEXT>
<PAGE>

                             MATERIAL CHANGE REPORT

1.    Name and Address of Company

      Stantec Inc. ("Stantec")
      10160 - 112th Street
      Edmonton, Alberta, Canada
      T5K 2L6

2.    Date of Material Change

      May 28, 2004

3.    News Release

      Stantec issued a news release via CCN Matthews newswire, the text of
      which is attached hereto as Schedule "A", on May 28, 2004.

4.    Summary of Material Change

      Stantec has received approval from the Toronto Stock Exchange ("TSX") to
      cancel Stantec's current normal course issuer bid, which was to have
      expired on September 8, 2004, effective on May 31, 2004, and to commence a
      new normal course issuer bid on June 1, 2004, to enable it to purchase for
      cancellation, from time to time, certain of its common shares ("Common
      Shares") through the facilities of the TSX.

5.    Full Description of Material Change

      On May 6, 2004, the directors of Stantec, in order to allow for director
      approval of renewal of the normal course issuer bid in accordance with the
      schedule of board of directors meetings and to provide sufficient time for
      the annual renewal of the issuer bid, passed a resolution authorizing
      Stantec to cancel the current normal course issuer bid, which was to have
      expired on September 8, 2004, and approving a new normal course issuer
      bid, pursuant to which Stantec may purchase, from time to time over a
      twelve- month period commencing June 1, 2004, its Common Shares through
      the facilities of the TSX. The resolution also approved a draft Notice of
      Intention to Make a Normal Course Issuer Bid and authorized any officer of
      the Corporation to execute and send such Notice of Intention with such
      amendments or variations thereto as such officer may approve. Attached as
      Schedule "B" is a copy of the Notice of Intention filed with the TSX.

      The directors of the Corporation, in passing the above resolution,
      concluded that the purchase for cancellation by the Corporation of certain
      of its outstanding Common Shares represents an attractive investment and
      an appropriate and desirable use of the Corporation's available funds and
      that purchases from time to time of Common Shares may be desirable to
      offset the dilution that is expected to occur as a result of stock options
      and with issuance of shares in connection with Stantec's acquisition
      program.

<PAGE>

      Due to the early termination of the current normal course issuer bid and
      TSX requirements, for the period from June 1, 2004 to September 8, 2004,
      in addition to the restrictions in relation to the new normal course
      issuer bid, Stantec will be subject to the restrictions relating to the
      current bid.

      It is not anticipated that the contemplated purchases by the Corporation
      will have any major impact on the Corporation or its subsidiaries other
      than the beneficial effects resulting from the opportunities set out
      above. One consequence of any issuer bid is that, upon any purchase of
      shares by the Corporation, continuing shareholders will, in the absence of
      offsetting share issuances, have shares which represent an increased
      proportion of outstanding shares.

6.    Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

      Not applicable

7.    Omitted Information

      None

8.    Executive Officer

      The name and business telephone number of an executive officer of Stantec
      who is knowledgeable about this material change and this report and who
      may be contacted in connection with this report is:

      Jeffrey S. Lloyd
      Vice President & Secretary
      Stantec Inc.
      10160 - 112th Street
      Edmonton, Alberta
      T5K 2L6

      Telephone: (780) 917 7016

9.    Date of Report

      June 4, 2004.

<PAGE>

                                  Schedule "A"

[LOGO STANTEC]                                                     NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

EDMONTON AB (May 28, 2004) TSX:STN

Stantec Inc. announced today that a Notice of Intention to commence a Normal
Course Issuer Bid has been filed with, and accepted by, the Toronto Stock
Exchange, pursuant to which Stantec may purchase up to 554,388 of its common
shares, representing approximately 3% of the shares. Stantec had a total of
18,479,618 common shares outstanding as at May 15, 2004. The purchases may
commence on June 1, 2004, and will terminate on May 31, 2005 or on such earlier
date as Stantec may complete its purchases pursuant to the Notice of Intention.
Stantec will make the purchases in accordance with the rules and policies of the
exchange, and the prices that Stantec will pay for any common shares will be the
market price of such shares at the time of acquisition. Stantec will make no
purchases of common shares other than open-market purchases.

Due to the early termination, effective on May 31, 2004, of Stantec's current
Normal Course Issuer Bid, which commenced on September 9, 2003 and was to have
terminated on September 8, 2004, during the period from June 1, 2004 to
September 8, 2004, Stantec will also be subject to the restrictions placed in
respect of that bid. As a result, during this period, the number of Common
Shares purchased in any 30 day period cannot aggregate more than 2% (366,874
Common Shares) of the number of Common Shares issued and outstanding as at
August 31, 2003 and, in addition, the number of Common Shares purchased during
the 12-month period from September 9, 2003 to September 8, 2004 cannot exceed
more than 3% (550,311 Common Shares) of the number of Common Shares issued and
outstanding as at August 31, 2003. As at August 31, 2003, there were a total of
18,343,684 Common Shares issued and outstanding.

Stantec believes that, from time to time, the market price of its common shares
does not fully reflect the value of its business and its future business
prospects. As a result, the Company believes at such times that its outstanding
common shares represent an attractive investment and an appropriate and
desirable use of its available funds. Stantec also believes that the purchase of
its common shares may be advisable, periodically, to offset the dilution
resulting from the exercise of options and the dilution that occurs as a result
of common shares issued in connection with acquisitions. Any common shares
purchased by Stantec will be cancelled.

As at May 15, 2004, pursuant to its normal course issuer bid in place since
September 9, 2003, Stantec has purchased 42,600 common shares at an average
price of $22.32 per share.

As noted above, Stantec's current Normal Course Issuer Bid, which was to have
expired on September 8, 2004 has been terminated effective May 31, 2004.

STANTEC provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management, and project economics. The Company
supports clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

CORPORATE CONTACT                          INVESTOR CONTACT
Tony Franceschini                          Don Wilson
President & CEO                            Vice President & CFO
Stantec Inc.                               Stantec Inc.
Tel: 780-917-7077                          Tel: 780-917-7269

                                                                    STANTEC.com

<PAGE>

                                  Schedule "B"

                                  STANTEC INC.

                               NOTICE OF INTENTION
                                    TO MAKE A
                            NORMAL COURSE ISSUER BID

      Stantec Inc. ("Stantec") intends to purchase through the facilities of the
Toronto Stock Exchange ("TSX") certain of its outstanding common shares (the
"Common Shares") as set out below.

1.    SHARES SOUGHT

      The number of Common Shares purchased in any 30-day period pursuant to
this Notice shall not aggregate more than 2% (369,592 Common Shares) of the
number of Common Shares issued and outstanding and during the 12-month period
shall not exceed 554,388 Common Shares (3% of the outstanding shares) (of which
a total of 18,479,618 Common Shares were outstanding as at May 15, 2004.

2.    DURATION

      Stantec may commence purchasing Common Shares pursuant to this Notice on
June 1, 2004 and will terminate such purchases on the earlier of May 31, 2005
and the date on which the maximum number of Common Shares have been purchased
pursuant to this Notice.

3.    METHOD OF ACQUISITION

      Stantec proposes to purchase for cancellation outstanding Common Shares
which may be available for purchase through the facilities of the TSX. All
purchases will be made in compliance with the by-laws, rules and policies of the
TSX.

      Stantec will make no purchases of Common Shares other than open market
purchases without the approval of the TSX. Stantec may commence purchases of
Common Shares on June 1, 2004, but, in any event, purchases will be made at such
times and in such numbers as determined by Stantec. The price which Stantec will
pay for any Common Shares acquired by it will be the market price of the Common
Shares at the time of acquisition. Stantec intends to finance the purchase price
for the Common Shares purchased by it pursuant to this Notice from its working
capital.

4.    CONSIDERATION OFFERED

      There are no restrictions on the consideration offered by Stantec under
this normal course issuer bid and there are no other restrictions on the issuer
bid.

5.    REASONS FOR THE NORMAL COURSE ISSUER BID

      Stantec believes that, at certain times, the market price of its Common
Shares may not adequately reflect the value of its business and its future
business prospects. As a result, Stantec believes that its outstanding Common
Shares may, at such times, represent an attractive investment and an appropriate
and desirable use of its available funds. The purchase of Common Shares may also
be advisable, periodically, to offset the dilution resulting from the exercise
of options and the dilution that occurs as a result of Common Shares issued in
connection with acquisitions. The Common Shares will be purchased by Stantec for
cancellation.

<PAGE>

                                      - 2 -

6.    VALUATION

      After reasonable inquiry, the directors and officers of Stantec have no
knowledge of any appraisal or valuation regarding Stantec, its material assets
or securities, prepared within the two years preceding the date of this Notice.

7.    PREVIOUS PURCHASES

      As at May 15, 2004, Stantec has purchased 42,600 Common Shares at an
average price of $22.32 per share within the past 8.5 months pursuant to the
normal course issuer bid in place from September 9, 2003 to September 8, 2004.

8.    PARTICIPATION BY INSIDERS, AFFILIATES AND ASSOCIATES

      To the knowledge of the directors and officers of Stantec, after
reasonable enquiry, no director, senior officer, associate of a director or
senior officer of Stantec, or any person holding 10% or more of the Common
Shares of Stantec, or any person acting jointly or in concert with Stantec,
intends to sell any Common Shares during the duration of this Notice. It is
possible that sales of Common Shares by any of the foregoing persons or
companies may occur during the duration of this Notice as circumstances or
decisions of those persons or companies, unrelated to Stantec's purpose as
stated in this Notice, determine.

9.    NO MATERIAL CHANGES

      There are no undisclosed material changes or plans or proposals for
material changes in the affairs of Stantec.

10.   CERTIFICATE

      I, Jeffrey S. Lloyd, the Vice President and Secretary of Stantec, hereby
certify, as a senior officer duly authorized by the board of directors of
Stantec, that the foregoing Notice is complete and accurate and in compliance
with Policy 6-501 of the TSX on Normal Course Issuer Bids and that the foregoing
Notice contains no untrue statement of a material fact and does not omit to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in the light of the circumstances in which it is
made.

DATED at Edmonton, Alberta this 27th day of May, 2004.

                                                 /s/ JEFFREY S. LLOYD
                                                 ------------------------------
                                                 JEFFREY S. LLOYD
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.32
<SEQUENCE>35
<FILENAME>t17577exv99w32.txt
<DESCRIPTION>EX-99.32
<TEXT>
<PAGE>

                                                              NEWS RELEASE

[STANTEC LOGO]

FOR IMMEDIATE RELEASE

STANTEC ANNOUNCES SECOND QUARTER EARNINGS

EDMONTON AB (AUGUST 5, 2004) TSX;STN

- -     Gross revenue for the second quarter of 2004 was $136.8 million compared
      to $119.1 million in the second quarter of 2003, an increase of 14.9%. Net
      income was at $6.4 million compared to $6.5 million for the second quarter
      of 2003. Basic earnings per share were unchanged at $0.35.

- -     Year-to-date 2004 gross revenue was $254.1 million compared to $227.5
      million in 2003, an increase of 11.7%, while net income increased 5.5% to
      $12.1 million from $11.5 million. Basic earnings per share were up 4.8% to
      $0.66 from $0.63 over the first six months of 2003.

- -     Stantec completed the acquisition and integration of Sear-Brown (over 400
      employees, 10 offices) opening up a new geographic market in the US
      Northeast and a new practice area in the bio/pharmaceuticals industry. The
      Company also acquired GBR Architects of Winnipeg MB, adding 35 employees
      to the Architecture & Interior Design practice area.

"In the second quarter, we focused on integrating Sear-Brown, our largest
acquisition to date, into our operations," says Tony Franceschini, Stantec
President & CEO. "We also continued to improve on the implementation of our
enterprise system and as a result improved our cash position, which was
reflected in $20.1 million in cash from operating activities this quarter,
compared to $6.7 million in the same quarter last year."

While strengthening its internal infrastructure, Stantec continues to succeed in
securing diverse projects in all practice areas enhancing its position as a
top-tier design firm. In Nevada, Stantec was the only private consultant invited
to be a member of the Nevada Department of Transportation High Performance
Concrete Task Force to research and develop specifications for concrete
structures with a durability of 50 to 75 years. In Ontario Stantec is providing
full program and project management services for the Courtice Waste Pollution
Control Plant in the Region of Durham. This water treatment plant is one of the
largest current municipal water infrastructure projects in that province. The
Company has also been selected to provide architecture and interior design
services for an airport terminal project in Niagara Falls, New York.

"The improvements to our internal systems and the additions to our operations
provide a foundation that will support our firm to 10,000 employees and beyond,"
adds Franceschini. "Our strategy, combined with the dedication of our employees,
has kept us on track to become a top 10 global design firm by 2008."

The Conference Call to discuss the second quarter results, being held today at
4:00 PM EDT (2:00 PM MDT), will be broadcast live and archived on Stantec's web
site at STANTEC.COM in the INVESTOR RELATIONS section.

STANTEC provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences, project management, and project economics. The Company
supports clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

CORPORATE CONTACT             INVESTOR CONTACT
Tony Franceschini             Don Wilson
President & CEO               Vice President & CFO
Stantec                       Stantec
Tel: 780-917-7077             Tel: 780-917-7269
                                                                  stantec.com

             - continued - financial statements and MD&A attached -

<PAGE>

Stantec Inc.

Consolidated Balance Sheets
(Columnar figures stated in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                                 June 30    December 31
                                                                  2004        2003
                                                                ---------   -----------
                                                               (unaudited)
<S>                                                            <C>          <C>
ASSETS

Current

Cash and cash equivalents                                       $  14,888   $     7,343
Short-term investments                                              5,963             -
Accounts receivable                                               117,686        87,101
Costs and estimated earnings in excess of billings                 53,412        67,094
Income taxes recoverable                                                -        6,921
Prepaid expenses                                                    3,839         3,246
Future income tax assets                                            9,375         5,924
                                                                ---------   -----------
                                                                  205,163       177,629
Property and equipment                                             70,393        67,670
Investment in associated companies                                  1,830         1,844
Investments - other                                                 1,098         1,137
Goodwill                                                           84,433        69,696
Intangible assets                                                   7,126         5,112
Future income tax assets                                            4,014         3,487
                                                                ---------   -----------

                                                                $ 374,057   $   326,575
                                                                =========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current

Bank indebtedness                                               $  34,212   $    17,151
Accounts payable and accrued liabilities                           71,574        70,255
Billings in excess of costs and estimated earnings                 17,260        16,882
Income taxes payable                                                  556             -
Current portion of long-term debt [note 4]                         17,994        13,416
Future income tax liabilities                                      11,761        10,802
                                                                ---------   -----------
                                                                  153,357       128,506
Long-term debt [note 4]                                            36,207        31,159
Future income tax liabilities                                       9,548         6,382
                                                                ---------   -----------
                                                                  199,112       166,047
                                                                ---------   -----------

Shareholders' equity

Share capital [note 5]                                             85,113        84,281
Contributed surplus [note 5;                                        2,179         1,842
Cumulative translation account                                    (12,274)      (13,861)
Retained earnings                                                  99,927        88,266
                                                                ---------   -----------
                                                                  174,945       160,528
                                                                ---------   -----------

                                                                $ 374,057   $   326,575
                                                                =========   ===========
</TABLE>

See accompanying notes

<PAGE>

Stantec Inc.

Consolidated Statements of Income and Retained Earnings

(Columnar figures stated in thousands of Canadian dollars except per share
amounts)(Unaudited)

<TABLE>
<CAPTION>
                                                              For the quarter ended            For the two quarters ended
                                                                   June 30                                 June 30
                                                             2004             2003                2004                2003
                                                         ------------    --------------      --------------      -------------
                                                                           restarted                               restarted
                                                                           [note 2]                                 [note 2]
<S>                                                      <C>             <C>                 <C>                 <C>
INCOME
GROSS REVENUE                                            $    136,815    $      119,076      $      254,132      $     227,516
Less subconsultant and other direct expenses                   18,105            16,684              31,856             30,686
                                                         ------------    --------------      --------------      -------------

NET REVENUE                                                   118,710           102,392             222,276            196,830
Direct payroll costs                                           55,225            48,293             102,765             93,175
                                                         ------------    --------------      --------------      -------------

GROSS MARGIN                                                   63,485            54,099             119,511            103,655
Administrative and marketing expenses                          49,308            40,242              93,117             79,082
Depreciation of property and equipment                          2,988             2,383               5,612              4,569
Amortization of intangible assets                                 460               288                 597                542
Net interest expense                                              825               850               1,499              1,461
Foreign exchange (gains) losses                                   (30)              162                 (19)               343
Share of income from associated companies                         (81)              (33)               (206)              (469)
                                                         ------------    --------------      --------------      -------------

INCOME BEFORE INCOME TAXES                                     10,015            10,207              18,911             18,127
                                                         ------------    --------------      --------------      -------------

INCOME TAXES
Current                                                         2,637             3,383               7,057              5,273
Future                                                            933               367                (249)             1,385
                                                         ------------    --------------      --------------      -------------
                                                                3,570             3,750               6,808              6,658
                                                         ------------    --------------      --------------      -------------

NET INCOME FOR THE PERIOD                                $      6,445    $        6,457      $       12,103      $      11,469
                                                         ============    ==============      ==============      =============

RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS
 PREVIOUSLY REPORTED                                     $     93,569    $       69,818      $       88,266      $      64,905
Prior period' adjustment [note 2]                                   -              (823)                                  (665)
                                                         ------------    --------------      --------------      -------------
RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS
 RESTATED                                                      93,569            68,995              88,266             64,240
Net income for the period                                       6,445             6,457              12,103             11,469
Shares repurchased [note 5]                                       (87)             (236)               (442)              (493)
                                                         ------------    --------------      --------------      -------------
RETAINED EARNINGS, END OF PERIOD                         $     99,927    $       75.216      $       99,927      $      75,216
                                                         ============    ==============      ==============      =============

Weighted average number of shares outstanding -
 basic                                                     18,470,963        18,353,424          18,425,052         18,323,460
                                                         ============    ==============      ==============      =============
Weighted average number of shares outstanding -
 diluted                                                   19,304,882        19,138,469          19,230,366         19,099,172
                                                         ============    ==============      ==============      =============
Shares outstanding, end of period                          18,476,318        18,339,784          18,476,318         18,339,784
                                                         ============    ==============      ==============      =============

EARNINGS PER SHARE
 Basic [note 21]                                         $       0.35    $         0.35      $         0.66      $        0.63
                                                         ============    ==============      ==============      =============
 Diluted [note 2]                                        $       0.33    $         0.34      $         0.63      $        0.60
                                                         ============    ==============      ==============      =============
</TABLE>

See accompanying notes

<PAGE>

Stantec Inc.

Consolidated Statements of Cash Flows

(Columnar figures stated in thousands of Canadian dollars)(Unaudited)

<TABLE>
<CAPTION>
                                                                     For the Quarter ended         For the two quarters ended
                                                                             June 30                         June 30
                                                                     2004            2003             2004              2003
                                                                  -----------      ---------       -----------      -----------
<S>                                                               <C>              <C>             <C>              <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                        $   143,474      $ 118,766       $   268,043      $   227,365
Cash paid to suppliers                                                (41,900)       (39,655)          (85,766)         (71,163)
Cash paid to employees                                                (82,205)       (68,893)         (164,446)        (142,917)
Dividends from equity investments                                           -              -               200
Interest received                                                       1,748            235             3,495            1,166
Interest paid                                                          (2,376)          (905)           (4,736)          (2,474)
Income tax refunds received (taxes paid)                                1,342         (2,884)             (724)          (8,446)
                                                                  -----------      ---------       -----------      -----------

CASH FLOWS FROM OPERATING ACTIVITIES                                   20,083          6,664            16,066            3,531
                                                                  -----------      ---------       -----------      -----------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and bank
indebtedness assumed [note 3]                                         (14,270)        (2,202)          (14,270)          (5,911)
Purchase of short-term investments                                     (5,963)             -            (5,963)               -
Proceeds on disposition of investments                                     55             15                55               62
Purchase of property and equipment                                     (3,182)        (7,350)           (7,932)         (13,734)
Proceeds from disposition of property and equipment                       225             72               258            1,396
                                                                  -----------      ---------       -----------      -----------

CASH FLOWS USED IN INVESTING ACTIVITIES                               (23,135)        (9,465)          (27,852)         (18,187)
                                                                  -----------      ---------       -----------      -----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                                            (5,834)        (2,755)          (12,109)         (11,381)
Proceeds from long-term borrowings                                     13,960          2,161            13,960            2,161
Repurchase of shares for cancellation [note 5]                           (105)          (319)             (545)            (676)
Proceeds from issue of share capital [note 5]                              63             92               918             511
                                                                  -----------      ---------       -----------      -----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                          8,084           (821)            2,224           (9,385)
                                                                  -----------      ---------       -----------      -----------

FOREIGN EXCHANGE GAIN (LOSS) ON CASH HELD IN FOREIGN CURRENCY              (7)            (6)               46             (464)
                                                                  -----------      ---------       -----------      -----------

NET INCREASE (DECREASE) IN CASH                                         5,025         (3,628)           (9,516)         (24,505)
Cash, beginning of the period                                         (24,349)         8,325            (9,808)          29,202
                                                                  -----------      ---------       -----------      -----------

CASH, END OF THE PERIOD                                           $   (19,324)         4,697       $   (19,324)     $     4,697
                                                                  ===========      =========       ===========      ===========

CASH CONSISTS OF
Cash and cash equivalents                                         $    14,888      $   7,971       $    14,888      $     7,971
Bank indebtedness                                                     (34,212)        (3,274)          (34,212)          (3,274)
                                                                  -----------      ---------       -----------      -----------
                                                                  $   (19,324)         4,697       $   (19,324)     $     4,697
                                                                  ===========      =========       ===========      ===========
</TABLE>

See accompanying notes
<PAGE>
SFANFEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Columnar figures stated in thousands
of Canadian dollars)(Unaudited)

1. GENERAL ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles on a basis
consistent with those used in the preparation of the annual December 31, 2003,
consolidated financial statements. Because the disclosures included in these
interim financial statements do not conform in all respects to the requirements
of generally accepted accounting principles for annual financial statements,
these financial statements should be read in conjunction with the December 31,
2003, annual consolidated financial statements, In management's opinion, the
interim consolidate! financial statements include all the adjustments necessary
to present fairly such interim, financial statements. The consolidated
statements of income and retained earnings and cash flows for interim periods
are not necessarily indicative of results on an annual basis due to seasonal and
short-term variations as well as the timing of acquisitions, if any, during
interim periods.

2. PRIOR PERIOD ADJUSTMENT

In the fourth quarter of 2003, the Company determined, with the assistance of an
independent valuator, that intangible assets acquired in post June 30, 2001,
acquisitions had not been properly identified and valued in the purchase
allocation. As a result, a portion of the purchase price from these acquisitions
was allocated to identifiable intangible assets (contract backlog, client
relationships, technology and non-compete agreements). The adjustment was made
retroactively and resulted in the following changes to previously reported
financial INFORMATION:


<TABLE>
<CAPTION>
                                                                                        TWO QUARTERS
                                                                    QUARTER ENDED           ENDED
                                                                       JUNE 30,           JUNE 30,
in thousands of dollars, except earnings per share amounts)             2003                2003
- -----------------------------------------------------------         -------------       ------------
                                                                       Increase           Increase
                                                                      (decrease)         (decrease)
                                                                     -----------        -----------
<S>                                                                 <C>                 <C>
Amortization of intangible assets                                    $     288           $    542
Income before income taxes                                                (288)              (542)
Income taxes                                                              (107)              (203)
Net income for the period                                                 (181)              (339)
Retained earnings, beginning of the period                                (823)              (665)
Goodwill acquired [note 3]                                                (219)              (850)
intangible assets acquired [note 3]                                        346               1,344
Future income tax liabilities acquired [note 3]                            127                 494
Earnings per share - basic                                               (0.01)             (0.01)
Earnings per share - diluted                                             (0.01)             (0.02)
                                                                     -----------        -----------
</TABLE>

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, the additional consideration payable based on future
performance parameters may be adjusted upward or downward. As at June 30, 2004,
the maximum contingent consideration that may be payable in 2004 and future
years is approximately $1,116,000. Such additional consideration is recorded as
additional goodwill in the period in which confirmation of the consideration to
be paid is known.

During the first two quarters of 2004, the Company acquired the shares and
businesses of The Sear-Brown Group, Inc. (April 2, 2004} and GBR Architects
Limited (May 31, 2004) and reduced the purchase price in connection with the
Cosburn Patterson Mather Limited (2002), The Spink Corporation (2001), the APAI
Architecture Inc. (2003), and the Ecological Services Group Inc. (2003)
acquisitions pursuant to price adjustment clauses in the purchase agreements.

During the first two quarters of 2003, the Company acquired the shares and
businesses of APAI Architecture Inc. and Mandalian Enterprises Limited and of
Ecological Services Group Inc. for consideration consisting of cash and
promissory notes. The Company also paid additional contingent consideration in
connection with the Cosbum

<PAGE>

Patterson Mather Limited (2002) acquisition and reduced the purchase price on
the English Harper Reta Architects (2002), Site Consultants Inc. (2002), Beak
International Incorporated (2002), and GeoViro Engineering Ltd. (2002)
acquisitions pursuant to price adjustment clauses included in the purchase
agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired or adjusted for the first two QUATERS OF EACH YEAR ARE AS FOLLOWS:

<TABLE>
<CAPTION>
(in thousands of dollars)                           2004          2003
- ----------------------------------------------   ----------    ----------
<S>                                              <C>           <C>
Cash consideration                               $    8,811    $    4,200
Promissory notes, due 2003 through 2007                 657         5,226
                                                 ----------    ----------
PURCHASE PRICE                                   $    9,468    $    9,426
                                                 ==========    ==========
Assets and liabilities acquired at fair values
   Bank indebtedness assumed                     $   (5,459)   $   (1,711)
    Non-cash working capital                          3,134         3,609
    Investments                                           .            62
    Property and equipment                            2,649         1,339
    Goodwill [note 2]                                14,033         5,835
    Intangible assets [note 2]
     Client relationships                             2,045           789
     Contract backlog                                   526           355
     Technology                                           -           200
    Long-term debt                                   (7,073)         (780)
    Future income taxes [note 2]                       (387)         (272)
                                                 ----------    ----------
NET ASSETS ACQUIRED                              $    9,468    $    9,426
                                                 ==========    ==========
</TABLE>

All of the goodwill is non-deductible for income tax purposes.

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                     AS AT
                                           --------------------------
                                             June 30     December 31
(in thousands of dollars)                     2004          2003
- ----------------------------------------   ----------    ----------
<S>                                        <C>           <C>
Non-interest bearing note payable          $      106    $      102

Other non-interest bearing notes payable       10,395        14,436
Bank loan                                      30,751        19,186
Mortgages payable                              10,429        10,609
Other                                           2,520           242
                                           ----------    ----------
                                               54,201        44,575
Less current portion                           17,994        13,416
                                           ----------    ----------
                                           $   36.207    $   31,159
                                           ==========    ==========
</TABLE>

All of the Company's assets are held as collateral under a general security
agreement for the bank indebtedness and bank loan. The mortgages payable are
supported by first mortgages against land and buildings.

The interest expense on long-term debt in Q2 04 was $704,000 (Q2 03 - $680,000),
with a year-to-date expense of $1,199,000 (2003 - $1,431,000).

      5. SHARE CAPITAL


<TABLE>
<CAPTION>
                                                                      Capital Stock             Contributed Surplus
                                                 ---------------------------------------------  -------------------
(in thousands of dollars)                                  2004                    2003           2004      2003
- ---------------------------------------          ---------------------   ---------------------   -------   ------
                                                 # of Common              # of Common
                                                   Shares         $         Shares       $          $          $
                                                 ----------     ------    ----------   -------   -------   -------
<S>                                              <C>            <C>       <C>           <C>        <C>       <C>
BALANCE, BEGINNING OF THE YEAR                   18,327,284     84,281    18,282,720    83,973     1,842     1,247
Share options exercised for cash                    155,434        855        78,164       419
Stock-based compensation expense                                                                     178       148
Shares repurchased under normal course
issuer bid                                          (17,900)       (83)      (21,100)      (97)       (1)       (3)
                                                 ----------     ------    ----------   -------   -------   -------
BALANCE, AS AT MARCH 31                          18,464,818     85,053    18,339,784    84,295     2,019     1,392
                                                 ==========     ======    ==========   =======   =======   =======
Share options exercised for cash                     15,500         63        18,000        92
Stock-based compensation expense                                                                     176       147
Reclassification of fair value of stock
options previously expensed                                         15                               (15)
Shares repurchased under normal course
issuer bid                                           (4,000)       (18)      (18.000)      (83)       (1)        _
                                                 ----------     ------    ----------   -------   -------   -------
BALANCE, AS AT JUNE 30                           18,476,318     85,113    18,339,784    84,304     2,179     1,539
                                                 ==========     ======    ==========   =======   =======   =======
</TABLE>

<PAGE>

During 2004, 21,900 common shares (2003 - 39,100} were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$545,000 (2003 - $676,000). Of this amount, $ 101,000 and $2,000 (2003 -
$180,000 and $3,000) reduced the share capital and contributed surplus accounts
respectively, with $442,000 (2003 - $493,000) being charged to retained
earnings.

During 2004, we recognized a stock-based compensation expense of $504,000 (2003
- - $295,000) in administrative and marketing expenses. The amount relating to the
fair value of the options granted ($354,000; 2003 - $295,000) was reflected
through contributed surplus, and the amount relating to deferred share unit
compensation ($150,000; 2003 - nil) was reflected through accrued liabilities.
Upon the exercise of share options for which a stock-based compensation expense
has been recognized, the cash paid together with the related portion of
contributed surplus is credited to share capital.

6. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian Institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
also report to the CEO and were included in the Other reportable segment. In the
second quarter of 2004, an additional operating segment was added upon the
acquisition of The Sear-Brown Group, Inc. The new segment has been aggregated
into the Consulting Services reportable segment.

The Design Build operating segment consisted of the operations of our 50% share
of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as assets
held for sale pending the finalization of an agreement to sell our interest. The
Company continues to have an agreement in principle to sell its 50% interest
and, therefore, no activity related to this operating segment has been reflected
in its financial statements in 2004.

Effective January 1, 2004, because of the pending sale of our Design Build
operation and because the Technology segment and the corporate administrative
groups are not material, all operations of the Company are included in one
reportable segment as Consulting Services.

7. EMPLOYEE FUTURE BENEFITS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such contributions as an expense
in the period in which the contributions are made. The expense recorded in Q2 04
was $1,779,000 (Q2 03 - $1,510,000), with a year-to-date expense of $3,788,000
(2003 - $3,000,000).

8. COMPARATIVE FIGURES

Certain comparative figures have been reclassified from statements previously
presented, to conform So the presentation adopted for the current year.

<PAGE>

STANTEC INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS


This discussion and analysis, dated July 23, 2004, of Stantec's operations and
financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 Second Quarter Report, The Company continues
to use the same accounting policies and methods as those used in 2003.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined In the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We may refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. Net revenue is defined
as gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

OVERVIEW OF SECOND QUARTER 2004

- -     On April 2, 2004, we completed the acquisition of The Sear-Brown Group,
      Inc., adding 400 employees and opening up a new geographic market for the
      Company in the US Northeast and a new practice area in the
      bio/pharmaceuticals industry.

- -     On May 31, 2004, we completed the acquisition of GBR Architects Limited,
      adding 35 employees to our Architecture & Interior Design practice in
      Winnipeg, Manitoba.

- -     During the second quarter of 2004, we successfully converted The
      Sear-Brown Group, Inc.'s operations to our enterprise management system.

- -     We improved our level of investment in costs and estimated earnings in
      excess of billings and in accounts receivable (i.e., number of days'
      revenues) to 116 days at the end of the second quarter from 121 days at
      the end of the first quarter.

<PAGE>

KEY OPERATING RESULTS

The following table summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                                   FOR THE QUARTER ENDED JUNE 30        FOR THE TWO QUARTERS ENDED JUNE 30
                                                   -----------------------------        ----------------------------------
                                                                              %
                                                                          INCREASE                             % INCREASE
                                                   % OF NET REVENUE       2004 VS.      % OF NET REVENUE        2004 VS.
                                                    2004        2003         2003        2004       2003           2003
                                                   ------      ------      ------      ------    ----------     --------
<S>                                                <C>         <C>          <C>        <C>           <C>         <C>
GROSS REVENUE                                      115.3%      116.3%       14,9%      114.3%        115.6%      11.7%
NET REVENUE                                        100.0%      100.0%       15.9%      100.0%        100.0%      12.9%
Direct payroll costs                                46.5%       47.2%       14.4%       46.2%         47.3%      10.3%
GROSS MARGIN                                        53.5%       52.8%       17.3%       53.8%         52.7%      15.3%
Administrative and marketing expenses               41.5%       39.3%       22.5%       41.9%         40.2%      17.7%
Depreciation of property and equipment               2.5%        2.3%       25.4%        2.5%          2.3%      22.8%
Amortization of intangible assets                    0.4%        0.3%       59.7%        0.3%          0.3%      10.1%
Net interest expense                                 0.7%        0.8%       (2.9%)       0.7%          0.7%       2.6%
Foreign exchange losses (gains)                      0.0%        0.2%     (118.5%)       0.0%          0.2%    (105.5%)
Share of income from associated                      0.0%        0.0%      145.5%        0.1%          0.2%     (56.1%)
companies
Income before income taxes                           8.4%        9.9%       (1.9%)       8.5%          9.2%       4,3%
Income taxes                                         3.0%        3.7%       (4.8%)       3.1%          3.4%       2.3%
Net income for the period                            5.4%        6.2%       (0.2%)       5.4%          5.8%       5.5%
OUTSTANDING COMMON SHARES - AS AT JUNE 30, 2004                                                 18,476,318
OUTSTANDING COMMON SHARES - AS AT JULY 23, 2004                                                 18,479,118
OUTSTANDING SHARE OPTIONS - AS AT JUNE 30, 2004                                                  1,308,166
OUTSTANDING SHARE OPTIONS - AS AT JULY 23, 2004                                                  1,304,166
</TABLE>

<PAGE>

The table below sets forth selected data derived from our unaudited consolidated
financial statements for the eight previous quarters ended June 30, 2004. This
table has been prepared in accordance with Canadian generally accepted
accounting principles. This information should be read in conjunction with the
consolidated financial statements and related notes thereto.

Quarterly unaudited financial information (In thousands of dollars, except per
share data)

<TABLE>
<CAPTION>
                             SEPT 30, 2003     DEC 31, 2003      MAR 31, 2004    JUN 30, 2004
                             -------------     ------------      ------------    ------------
<S>                          <C>               <C>               <C>             <C>
Gross revenue                   120,810          111,616           117,317        136,815
Net income                        7,251            6,350             5,658          6,445
EPS - basic                        0.40             0.35              0.31           0.35
EPS - diluted                      0.38             0.33              0.30           0.33
</TABLE>

<TABLE>
<CAPTION>
                                SEPT 30, 2002     DEC 31, 2002      MAR 31, 2003    JUN 30, 2003
                                -------------     ------------      ------------    ------------
<S>                             <C>               <C>               <C>             <C>
Gross revenue                      137,939          101,737           108,440         119,076
 Net income                          6,009            5,659             5,012           6,457
 EPS - basic                          0.33             0.31              0.27            0,35
 EPS - diluted                        0.32             0.30              0.26            0.34
</TABLE>

The comparability of our quarterly results are impacted by the following items:

<TABLE>
<CAPTION>
(in thousands of dollars)                                     Q3 2003 VS.       Q4 2003 VS.     Q1 2004 VS. Q1      Q2 2004 VS.
                                                                Q3 2002           Q4 2002            2003             Q2 2003
                                                              -----------       -----------     --------------      -----------
<S>                                                           <C>               <C>             <C>                 <C>
Increase (decrease) in grass revenue due to:
Acquisitions completed in current and prior two                  5,500             8,200             4,730             10,080
years
 Net internal growth                                            10,471              (721)            9,667              9,399
impact of foreign exchange rates on revenue                     (6,400)           (6,500)           (5,520)            (1,740)
earned by foreign subsidiaries
 Impact of change in number of weeks reflected in
 the quarter                                                   (26,700)            8,900                 -                  -
                                                               -------             -----             -----             ------
 Total Increase (decrease) in Gross revenue                    (17,129)            9.879             8.877             17,739
                                                               -------             -----             -----             ------
</TABLE>

Effective January 1, 2003, we converted to a 12-period reporting schedule. Each
quarter contains three periods totalling 13 weeks. In 2002 and prior years, we
had a 13-period-per-year reporting schedule. Each of the first, second, and
fourth quarters contained three periods totalling 12 weeks, and the third
quarter contained four periods totalling 16 weeks. As a result, the third
quarter of 2003 included three fewer weeks of activity compared to the third
quarter of 2002, and the fourth quarter of 2003 contained one more week of
activity compared to the fourth quarter of 2002.

GROSS MARGIN

Gross margin as a percentage of net revenue was 53.5% for Q2 04, compared to
52.8% for Q2 03, with year-to-date gross margin of 53.8% for 2004, compared to
52.7% for 2003. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenues. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 41.5%
for Q2 04, compared to 39.3% for Q2 03. On a year-to-date basis, administrative
and marketing expenses were 41.9% for 2004, compared to 40.2% for 2003 and to
our annual expectation of between 39 and 41 %. Administrative and marketing
expenses may fluctuate from quarter to quarter as a

<PAGE>

result of the amount of staff time charged to marketing and administrative
labor, which is influenced by the mix of projects in progress and being pursued
during the quarter, In addition, administrative and marketing expenses are
influenced by the acquisitions completed in the current and prior two years due
to the length of time required for the integration of such acquisitions. In
particular, The Sear-Brown Group, inc. acquisition, the most significant
acquisition we have completed to date, has established a presence for our
Company in the US Northeast causing us to incur the additional costs of
implementing an operating structure in a new region. As a result, we are
reflecting an increase in our administrative and marketing costs for the quarter
and on a year-to-date basis.

DEPRECIATION OF PROPERTY AND EQUIPMENT

Our new enterprise management system was implemented in Q4 03, with depreciation
expense beginning in the last quarter of 2003. Consequently, the first three
quarters of 2004 will reflect additional depreciation of approximately $450,000
per quarter related to the new system compared to the depreciation expense
recorded for the same quarters in 2003.

AMORTIZATION OF INTANGIBLE ASSETS

The amount of amortization of intangible assets is impacted by the timing of
completed acquisitions as well as the type of intangible assets acquired.
Backlog is typically amortized over periods of less than one year and,
therefore, will impact the comparability of the amortization expense from
quarter to quarter and year to year. The acquisitions completed in Q2 04
resulted in an increase in amortization expense of approximately $320,000.
Backlog acquired prior to June 30, 2004 will be fully amortized by the end of
2004.

SHARE OF INCOME OF ASSOCIATED COMPANIES

Our investment in Teshmont Consultants Inc. is accounted for using the equity
method of accounting. During Q1 03, Teshmont Consultants Inc. disposed of a
portion of its business. The resulting gain, net of tax, accounts for $430,000
of the reported income from associated companies reflected in 2003.

INCOME TAXES

Our effective tax rate for 2004 is 36.0% compared to 36.7% reported for the year
ended December 31, 2003. This reduction results from continued lower statutory
rates in Canada and certain provinces.

FINANCIAL CONDITION AND LIQUIDITY

During the first two quarters of 2004, our net decrease in cash was $9.5 million
compared to a net decrease of $24.5 million in the first two quarters of 2003.
Improved cash flows from operating activities in 2004 of $12.5 million, an
increase in debt financing of $11.8 million, and a decrease in the amount
invested in property and equipment in 2004 of $5.8 million were offset by
additional investments made in 2004 for acquisitions ($8.4 million) and
short-term investments ($6.0 million).

We continue to make a concerted effort to reduce the level of investment we
carry in costs and estimated earnings in excess of billings. We decreased this
level during the second quarter of 2004, and we expect to continue this
reduction until we reach the levels achieved prior to the implementation of our
new enterprise management system.

We have entered into a process to sell the Edmonton building and lease it back.
We have solicited and received a number of offers but have not yet reached a
firm agreement.

                                      -end-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.33
<SEQUENCE>36
<FILENAME>t17577exv99w33.txt
<DESCRIPTION>EX-99.33
<TEXT>
<PAGE>

                                                                          ITEM 5

[STANTEC LOGO]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, A.P. Franceschini, President & CEO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending June
      30, 2004;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

August 5, 2004

"Signed"

A.P. Franceschini, P. Eng.

President & CEO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.34
<SEQUENCE>37
<FILENAME>t17577exv99w34.txt
<DESCRIPTION>EX-99.34
<TEXT>
<PAGE>

                                                                          ITEM 5

[STANTEC LOGO]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, D.W. Wilson, Vice President & CFO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in
      Issuers'Annual and Interim Filings) of Stantec Inc. for the quarter ending
      June 30, 2004;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

August 5, 2004

"Signed"

D.W. Wilson, CA Vice

President & CFO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.35
<SEQUENCE>38
<FILENAME>t17577exv99w35.txt
<DESCRIPTION>EX-99.35
<TEXT>
<PAGE>

                                                              Stantec Inc.
                                                                 2004
                                                         Second Quarter Report

                                                        Six Months Ended June 30

stantec.com

                                                                  [STANTEC LOGO]

  10160 - 112 STREET
EDMONTON AB CANADA T5K 2L6
    ir@stantec.com

[YEARS]

<PAGE>

SECOND QUARTER 2004 FINANCIAL HIGHLIGHTS

- -     Gross revenue for the second quarter of 2004 was $136.8 million, compared
      to $119.1 million for the second quarter of 2003, representing an increase
      of 14.9%. On a year-to-date basis, gross revenue increased 11.7% to $254.1
      million.

- -     Net income for the second quarter of 2004 was $6.4 million, compared to
      $6.5 million for the second quarter of 2003, with a year-to-date increase
      of 5.5% to $12.1 million.

- -     Basic earnings per share for the second quarter of 2004 were $0.35,
      unchanged compared to the second quarter of 2003, with a year-to-date
      increase of 4.8% to $0.66.

REPORT TO SHAREHOLDERS

I am pleased to report net income of $6.4 million for the quarter and basic
earnings per share of $0.35. On a year-to-date basis, net income was $12.1
million and basic earnings per share were $0.66, which represent increases of
5.5% and 4.8% respectively.

Our performance for the quarter reflects the impact of the acquisition of The
Sear-Brown Group--a multidisciplinary design firm with over 400 employees and 10
offices located in New York State, Ohio, Pennsylvania, Puerto Rico, and
Colorado--in early April. During the quarter, we also completed the acquisition
of GBR Architects, a 35-person firm based in Winnipeg, Manitoba. The addition of
these firms, particularly the acquisition of The Sear-Brown Group, the most
significant acquisition we have completed to date, generally requires us to
incur additional initial costs associated with the integration of new staff and
systems. These costs are highest during the first quarter of implementation and
gradually decrease in the quarters following. As a result, our administrative
and marketing costs are higher for the second quarter of 2004 and for the year
to date.

We continue to make progress in improving our level of billings and collections,
which is having a positive impact on our cash position. We generated $20.1
million in cash from operating activities in the second quarter of 2004,
compared to $6.7 million in the same quarter last year.

Project activity also remains strong across the Company, continuing to reflect
the robustness and flexibility of our business strategy. Over the past few
months, we have secured significant new assignments with clients in the airports
and aviation sector. For example, our Architecture & Interior Design and
Buildings Engineering teams are designing a new airport terminal at the Niagara
Falls International Airport in Niagara Falls, New York. Once completed in 2007,
the 65,000-square foot (6,000-square metre) terminal will serve as the "gateway"
for scheduled and charter airline traffic to the many tourist attractions in the
Niagara Region. The project will also involve landside improvements, including
the design of a new entrance, access, and parking along with signage and
canopies.

<PAGE>

During the quarter, work also began on several new projects in the Environmental
Infrastructure area. In Courtice, Ontario, we are providing full program and
project management services, acting as the owner's agent, for the design and
construction of a new 57-megalitre-per-day (15-million-US-gallon-per-day) water
treatment plant for the Regional Municipality of Durham. This project, which is
one of the largest municipal water infrastructure projects currently under way
in Ontario, will also include the development of a new pumping station,
forcemain, and outfall, as well as road and bridge work. In Pinedale, Wyoming,
we are designing a unique wastewater treatment process--an advanced integrated
pond system involving ultraviolet disinfection--for a treatment facility upgrade
that will be the first of its kind to be used in the state. Additional
environmental assignments include the construction administration, testing, and
inspection of a storm drain conveyance system in Clark County, Nevada, the
detailed design of a low-pressure water transmission main for the City of Ottawa
in Ontario, and the development of stormwater pollution prevention plans for the
Tennessee Department of Transportation throughout Tennessee.

Other notable projects obtained during the quarter include an assignment to
provide complete architecture and engineering services for the development of a
new 18,000-square foot (1,700-square metre) headquarters and conference center
for the California Future Farmers of America Association near Sacramento;
materials-testing services through a field research study of high-performance
concrete for the Nevada Department of Transportation in northern Nevada; and
planning, design, and construction administration services for the development
of the Crowchild-Stony Trail freeway interchange for Alberta Transportation in
Calgary, Alberta.

Clearly, our project activity this quarter continues to reflect the strength of
our business model. We remain positive about our ability to continue to pursue
our objective of orderly and profitable growth.

/s/ Tony Franceschini, P.Eng.

Tony Franceschini, P.Eng.
President & CEO
August 5, 2004

<PAGE>

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          JUNE 30       December 31
(Columnar figures stated in thousands of Canadian dollars)                 2004            2003
- ----------------------------------------------------------               ---------      -----------
                                                                         Unaudited
<S>                                                                      <C>            <C>
ASSETS
CURRENT
Cash and cash equivalents                                                $  14,888      $     7,343
Short-term investments                                                       5,963                -
Accounts receivable                                                        117,686           87,101
Costs and estimated earnings in excess of billings                          53,412           67,094
Income taxes recoverable                                                         -            6,921
Prepaid expenses                                                             3,839            3,246
Future income tax assets                                                     9,375            5,924
                                                                         ---------      -----------
                                                                           205,163          177,629
Property and equipment                                                      70,393           67,670
Investment in associated companies                                           1,830            1,844
Investments - other                                                          1,098            1,137
Goodwill                                                                    84,433           69,696
Intangible assets                                                            7,126            5,112
Future income tax assets                                                     4,014            3,487
                                                                         ---------      -----------

                                                                         $ 374,057      $   326,575
                                                                         =========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness                                                        $  34,212      $    17,151
Accounts payable and accrued liabilities                                    71,574           70,255
Billings in excess of costs and estimated earnings                          17,260           16,882
Income taxes payable                                                           556                -
Current portion of long-term debt [note 4]                                  17,994           13,416
Future income tax liabilities                                               11,761           10,802
                                                                         ---------      -----------
                                                                           153,357          128,506
Long-term debt [note 4]                                                     36,207           31,159
Future income tax liabilities                                                9,548            6,382
                                                                         ---------      -----------
                                                                           199,112          166,047
                                                                         ---------      -----------

SHAREHOLDERS' EQUITY
Share capital [note 5]                                                      85,113           84,281
Contributed surplus [note 5]                                                 2,179            1,842
Cumulative translation account                                             (12,274)         (13,8)1
Retained earnings                                                           99,927           88,266
                                                                         ---------      -----------
                                                                           174,945          160,528
                                                                         ---------      -----------

                                                                         $ 374,057      $   326,575
                                                                         =========      ===========
</TABLE>

See accompanying notes

<PAGE>

Consolidated Statements of Income and Retained Earnings

<TABLE>
<CAPTION>
(Columnar figures stated in thousands                               For the quarter ended            For the two quarters ended
of Canadian dollars except per share                                       June 30                            June 30
amounts)(Unaudited)                                                2004              2003              2004             2003
- -------------------------------------                          ------------      ------------      ------------      ------------
                                                                                   Restated                            Restated
                                                                                   [note 2]                            [note 2]
<S>                                                            <C>               <C>               <C>               <C>
INCOME
GROSS REVENUE                                                  $    136,815      $    119,076      $    254,132      $    227,516
Less subconsultant and other direct expenses                         18,105            16,684            31,856            30,686
                                                               ------------      ------------      ------------      ------------

NET REVENUE                                                         118,710           102,392           222,276           196,830
Direct payroll costs                                                 55,225            48,293           102,765            93,175
                                                               ------------      ------------      ------------      ------------

GROSS MARGIN                                                         63,485            54,099           119,511           103,655
Administrative and marketing expenses                                49,308            40,242            93,117            79,082
Depreciation of property and equipment                                2,988             2,383             5,612             4,569
Amortization of intangible assets                                       460               288               597               542
Net interest expense                                                    825               850             1,499             1,461
Foreign exchange (gains) losses                                         (30)              162               (19)              343
Share of income from associated companies                               (81)              (33)             (206)             (469)
                                                               ------------      ------------      ------------      ------------

INCOME BEFORE INCOME TAXES                                           10,015            10,207            18,911            18,127
                                                               ------------      ------------      ------------      ------------
INCOME TAXES
Current                                                               2,637             3,383             7,057             5,273
Future                                                                  933               367              (249)            1,385
                                                               ------------      ------------      ------------      ------------
                                                                      3,570             3,750             6,808             6,658
                                                               ------------      ------------      ------------      ------------

NET INCOME FOR THE PERIOD                                      $      6,445      $      6,457      $     12,103      $     11,469
                                                               ============      ============      ============      ============

RETAINED EARNINGS, BEGINNING OF PERIOD,
AS PREVIOUSLY REPORTED                                         $     93,569      $     69,818      $     88,266      $     64,905
Prior period adjustment [note 2]                                          -              (823)                -              (665)
                                                               ------------      ------------      ------------      ------------
RETAINED EARNINGS, BEGINNING OF PERIOD, AS RESTATED                  93,569            68,995            88,266            64,240
Net income for the period                                             6,445             6,457            12,103            11,469
Shares repurchased [note 5]                                             (87)             (236)             (442)             (493)
                                                               ------------      ------------      ------------      ------------
RETAINED EARNINGS, END OF PERIOD                               $     99,927      $     75,216      $     99,927      $     75,216
                                                               ============      ============      ============      ============

Weighted average number of shares outstanding - basic            18,470,963        18,353,424        18,425,052        18,323,460
                                                               ============      ============      ============      ============
Weighted average number of shares outstanding - diluted          19,304,882        19,138,469        19,230,366        19,099,172
                                                               ============      ============      ============      ============
Shares outstanding, end of period                                18,476,318        18,339,784        18,476,318        18,339,784
                                                               ============      ============      ============      ============

EARNINGS PER SHARE
 Basic [note 2]                                                $       0.35      $       0.35      $       0.66      $       0.63
                                                               ============      ============      ============      ============
 Diluted [note 2]                                              $       0.33      $       0.34      $       0.63      $       0.60
                                                               ============      ============      ============      ============
</TABLE>

See accompanying notes

<PAGE>

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                      For the two
                                                                    For the quarter ended           quarters ended
(Columnar figures stated in thousands                                     June 30                       June 30
of Canadian dollars )(Unaudited)                                    2004           2003           2004           2003
- -------------------------------------                             ---------      ---------      ---------      ---------
<S>                                                               <C>            <C>            <C>            <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                        $ 143,474      $ 118,766      $ 268,043      $ 227,365
Cash paid to suppliers                                              (41,900)       (39,6)5        (85,766)       (71,1)3
Cash paid to employees                                              (82,205)       (68,8)3       (164,44)       (142,)17
Dividends from equity investments                                         -              -            200              -
Interest received                                                     1,748            235          3,495          1,166
Interest paid                                                        (2,376)          (905)        (4,736)        (2,47)
Income tax refunds received (taxes paid)                              1,342         (2,88)           (724)        (8,44)
                                                                  ---------      ---------      ---------      ---------

CASH FLOWS FROM OPERATING ACTIVITIES                                 20,083          6,664         16,066          3,531
                                                                  ---------      ---------      ---------      ---------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and
  bank indebtedness assumed [note 3]                                (14,270)        (2,20)        (14,270)        (5,91)
Purchase of short-term investments                                   (5,963)             -         (5,963)             -
Proceeds on disposition of investments                                   55             15             55             62
Purchase of property and equipment                                   (3,182)        (7,35)         (7,932)       (13,7)4
Proceeds from disposition of property and equipment                     225             72            258          1,396
                                                                  ---------      ---------      ---------      ---------

CASH FLOWS USED IN INVESTING ACTIVITIES                             (23,135)        (9,46)        (27,852)       (18,1)7
                                                                  ---------      ---------      ---------      ---------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                                          (5,834)        (2,75)        (12,109)       (11,3)1
Proceeds from long-term borrowings                                   13,960          2,161         13,960          2,161
Repurchase of shares for cancellation [note 5]                         (105)          (319)          (545)          (676)
Proceeds from issue of share capital [note 5]                            63             92            918            511
                                                                  ---------      ---------      ---------      ---------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                        8,084           (821)         2,224         (9,38)
                                                                  ---------      ---------      ---------      ---------

FOREIGN EXCHANGE GAIN (LOSS) ON CASH HELD IN FOREIGN CURRENCY            (7)            (6)            46           (464)
                                                                  ---------      ---------      ---------      ---------

NET INCREASE (DECREASE) IN CASH                                       5,025         (3,62)         (9,516)       (24,5)5
Cash, beginning of the period                                       (24,349)         8,325         (9,808)        29,202
                                                                  ---------      ---------      ---------      ---------

CASH, END OF THE PERIOD                                           $ (19,324)     $   4,697      $ (19,324)     $   4,697
                                                                  =========      =========      =========      =========

CASH CONSISTS OF
Cash and cash equivalents                                         $  14,888      $   7,971      $  14,888      $   7,971
Bank indebtedness                                                   (34,212)        (3,27)        (34,212)        (3,27)
                                                                  ---------      ---------      ---------      ---------
                                                                  $ (19,324)     $   4,697      $ (19,324)     $   4,697
                                                                  =========      =========      =========      =========
</TABLE>

See accompanying notes

<PAGE>

Notes to Consolidated Financial Statements

1. GENERAL ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting priniciples on a basis
consistent with those used in the preparation of the annual December 31, 2003,
consolidated financial statements. Because the disclosures included in these
interim financial statements do not conform in all respects to the requirements
of generally accepted accounting principles for annual financial statements,
these financial statements should be read in conjunction with the December 31,
2003, annual consolidated financial statements. In management's opinion, the
interim consolidated financial statements include all the adjustments necessary
to present fairly such interim financial statements. The consolidated statements
of income and retained earnings and cash flows for interim periods are not
necessarily indicative of results on an annual basis due to seasonal and
short-term variations as well as the timing of acquisitions, if any, during
interim periods.

2. PRIOR PERIOD ADJUSTMENT

In the fourth quarter of 2003, the Company determined, with the assistance of an
independent valuator, that intangible assets acquired in post June 30, 2001,
acquisitions had not been properly identified and valued in the purchase
allocation. As a result, a portion of the purchase price from these acquisitions
was allocated to identifiable intangible assets (contract backlog, client
relationships, technology, and non-compete agreements). The adjustment was made
retroactively and resulted in the following changes to previously reported
financial information:

<TABLE>
<CAPTION>
                                                                          Quarter ended         Two quarters ended
(in thousands of dollars, except earnings per share amounts)              June 30, 2003            June 30, 2003
- ------------------------------------------------------------              -------------         ------------------
                                                                            Increase                 Increase
                                                                           (Decrease)                (Decrease)
<S>                                                                       <C>                   <C>
Amortization of intangible assets                                           $   288                   $   542
Income before income taxes                                                     (288)                      (54)
Income taxes                                                                   (107)                      (20)
Net income for the period                                                      (181)                      (33)
Retained earnings, beginning of the period                                     (823)                      (66)
Goodwill acquired [note 3]                                                     (219)                      (85)
Intangible assets acquired [note 3]                                             346                     1,344
Future income tax liabilities acquired [note 3]                                 127                       494
Earnings per share - basic                                                    (0.01)                     (0.1)
Earnings per share - diluted                                                  (0.01)                     (0.2)
                                                                              -----                   -------
</TABLE>

<PAGE>

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, the additional consideration payable based on future
performance parameters may be adjusted upward or downward. As at June 30, 2004,
the maximum contingent consideration that may be payable in 2004 and future
years is approximately $1,116,000. Such additional consideration is recorded as
additional goodwill in the period in which confirmation of the consideration to
be paid is known.

During the first two quarters of 2004, the Company acquired the shares and
businesses of The Sear-Brown Group, Inc. (April 2, 2004) and GBR Architects
Limited (May 31, 2004) and reduced the purchase price in connection with the
Cosburn Patterson Mather Limited (2002), The Spink Corporation (2001), the APAI
Architecture Inc. (2003), and the Ecological Services Group Inc. (2003)
acquisitions pursuant to price adjustment clauses in the purchase agreements.

During the first two quarters of 2003, the Company acquired the shares and
businesses of APAI Architecture Inc. and Mandalian Enterprises Limited and of
Ecological Services Group Inc. for consideration consisting of cash and
promissory notes. The Company also paid additional contingent consideration in
connection with the Cosburn Patterson Mather Limited (2002) acquisition and
reduced the purchase price on the English Harper Reta Architects (2002), Site
Consultants Inc. (2002), Beak International Incorporated (2002), and GeoViro
Engineering Ltd. (2002) acquisitions pursuant to price adjustment clauses
included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired or adjusted in the first two quarters of each year are as follows:

<TABLE>
<CAPTION>
                                                                            Two quarters ended June 30
(in thousands of dollars)                                                       2004          2003
- -------------------------                                                   ------------  ------------
<S>                                                                         <C>           <C>
Cash consideration                                                            $  8,811      $  4,200
Promissory notes, due 2003 through 2007                                            657         5,226
                                                                              --------      --------
PURCHASE PRICE                                                                $  9,468      $  9,426
                                                                              ========      ========
      Assets and liabilities acquired at fair values
  Bank indebtedness assumed                                                   $ (5,45)      $  (1,71)
  Non-cash working capital                                                       3,134         3,609
  Investments                                                                        -            62
  Property and equipment                                                         2,649         1,339
  Goodwill [note 2]                                                             14,033         5,835
  Intangible assets [note 2]
    Client relationships                                                         2,045           789
    Contract backlog                                                               526           355
    Technology                                                                       -           200
  Long-term debt                                                                 (7,07)         (780)
  Future income taxes [note 2]                                                    (387)         (272)
                                                                              --------      --------
NET ASSETS ACQUIRED                                                           $  9,468      $  9,426
                                                                              ========      ========
</TABLE>

All of the goodwill is non-deductible for income tax purposes.

<PAGE>

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                               JUNE 30         December 31
(in thousands of dollars)                                       2004              2003
- -------------------------                                    ----------        -----------
<S>                                                          <C>               <C>
Non-interest bearing note payable                            $      106        $       102
Other non-interest bearing notes payable                         10,395             14,436
Bank loan                                                        30,751             19,186
Mortgages payable                                                10,429             10,609
Other                                                             2,520                242
                                                             ----------        -----------
                                                                 54,201             44,575
Less current portion                                             17,994             13,416
                                                             ----------        -----------
                                                             $   36,207        $    31,159
                                                             ==========        ===========
</TABLE>

All of the Company's assets are held as collateral under a general security
agreement for the bank indebtedness and bank loan. The mortgages payable are
supported by first mortgages against land and buildings.

The interest expense on long-term debt in Q2 04 was $704,000 (Q2 03 - $680,000),
with a year-to-date expense of $1,199,000 (2003 - $1,431,000).

5. SHARE CAPITAL

<TABLE>
<CAPTION>
                                                    CAPITAL STOCK
                                     --------------------------------------------        CONTRIBUTED
                                            2004                    2003                   SURPLUS
                                     --------------------    --------------------     -----------------
                                     # OF COMMON             # of Common               2004        2003
(in thousands of dollars)                 SHARES        $         Shares        $         $           $
- -------------------------            -----------   ------    -----------   ------     -----       -----
<S>                                  <C>           <C>       <C>           <C>        <C>         <C>
BALANCE, BEGINNING OF THE YEAR        18,327,284   84,281     18,282,720   83,973     1,842       1,247
Share options exercised for cash         155,434      855         78,164      419
Stock-based compensation expense                                                        178         148
Shares repurchased under normal
  course issuer bid                      (17,900)     (83)       (21,100)     (97)       (1)         (3)
                                      ----------   ------     ----------   ------     -----       -----
BALANCE, AT AT MARCH 31               18,464,818   85,053     18,339,784   84,295     2,019       1,392
                                      ==========   ======     ==========   ======     =====       =====
Share options exercised for cash          15,500       63         18,000       92
Stock-based compensation expense                                                        176         147
Reclassification of fair value of
 stock options previously expensed                     15                               (15)
Shares repurchased under normal
  course issuer bid                       (4,000)     (18)       (18,000)     (83)       (1)          -
                                      ----------   ------     ----------   ------     -----       -----
BALANCE, AS AT JUNE 30                18,476,318   85,113     18,339,784   84,304     2,179       1,539
                                      ==========   ======     ==========   ======     =====       =====
</TABLE>

During 2004, 21,900 common shares (2003 - 39,100) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$545,000 (2003 - $676,000). Of this amount, $101,000 and $2,000 (2003 - $180,000
and $3,000) reduced the share capital and contributed surplus accounts
respectively, with $442,000 (2003 - $493,000) being charged to retained
earnings.

<PAGE>

During 2004, the Company recognized a stock-based compensation expense of
$504,000 (2003 -$295,000) in administrative and marketing expenses. The amount
relating to the fair value of the options granted ($354,000; 2003 - $295,000)
was reflected through contributed surplus, and the amount relating to deferred
share unit compensation ($150,000; 2003 - nil) was reflected through accrued
liabilities. Upon the exercise of stock options for which a stock-based
compensation expense has been recognized, the cash paid together with the
related portion of contributed surplus is credited to share capital.

6. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian Institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
report to the CEO and were included in the Other reportable segment. In the
second quarter of 2004, an additional operating segment was added upon the
acquisition of The Sear-Brown Group, Inc. The new segment has been aggregated
into the Consulting Services reportable segment.

The Design Build operating segment consisted of the operations of our 50% share
of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as assets
held for sale pending the finalization of an agreement to sell our interest. The
Company continues to have an agreement in principle to sell its 50% interest,
and, therefore, no activity related to this operating segment has been reflected
in its financial statements in 2004.

Effective January 1, 2004, because of the pending sale of our Design Build
operation and because the Technology segment and corporate administration groups
are not material, all operations of the Company are included in one reportable
segment as Consulting Services.

<PAGE>

7. EMPLOYEE FUTURE BENEFITS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such contributions as an expense
in the period in which the contributions are made. The expense recorded in Q2 04
was $1,779,000 (Q2 03 - $1,510,000), with a year-to-date expense of $3,788,000
(2003 - $3,000,000).

8. COMPARATIVE FIGURES

Certain comparative figures have been reclassified from statements previously
presented to conform to the presentation adopted for the current year.

<PAGE>

Management's Discussion and Analysis

This discussion and analysis, dated July 23, 2004, of Stantec's operations and
financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 Second Quarter Report. The Company continues
to use the same accounting policies and methods as those used in 2003.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We may refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. Net revenue is defined
as gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

OVERVIEW OF SECOND QUARTER 2004

- -     On April 2, 2004, we completed the acquisition of The Sear-Brown Group,
      Inc., adding 400 employees and opening up a new geographic market for the
      Company in the US Northeast and a new practice area in the
      bio/pharmaceuticals industry.

<PAGE>

- -     On May 31, 2004, we completed the acquisition of GBR Architects Limited,
      adding 35 employees to our Architecture & Interior Design practice in
      Winnipeg, Manitoba.

- -     During the second quarter of 2004, we successfully converted The
      Sear-Brown Group, Inc.'s operations to our enterprise management system.

- -     We improved our level of investment in costs and estimated earnings in
      excess of billings and in accounts receivable (i.e., number of days'
      revenues) to 116 days at the end of the second quarter from 121 days at
      the end of the first quarter.

KEY OPERATING RESULTS

The table below summarizes the Company's key operating results on a percentage
of net revenue basis and the percentage increase in the dollar amount of these
results on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                             QUARTER ENDED JUNE 30              TWO QUARTERS ENDED JUNE 30
                                          ----------------------------      ----------------------------------
                                          % OF NET REVENUE   %INCREASE         % OF NET REVENUE     % INCREASE
                                          ----------------   ---------      ---------------------   ----------
                                                              2004 VS.                               2004 VS.
                                           2004       2003      2003           2004         2003       2003
                                          -----      -----   ---------      ----------      -----   ----------
<S>                                       <C>        <C>     <C>            <C>             <C>     <C>
GROSS REVENUE                             115.3%     116.3%      14.9%           114.3%     115.6%      11.7%
NET REVENUE                               100.0%     100.0%      15.9%           100.0%     100.0%      12.9%
Direct payroll costs                       46.5%      47.2%      14.4%            46.2%      47.3%      10.3%
GROSS MARGIN                               53.5%      52.8%      17.3%            53.8%      52.7%      15.3%
Administrative and marketing expenses      41.5%      39.3%      22.5%            41.9%      40.2%      17.7%
Depreciation of property and equipment      2.5%       2.3%      25.4%             2.5%       2.3%      22.8%
Amortization of intangible assets           0.4%       0.3%      59.7%             0.3%       0.3%      10.1%
Net interest expense                        0.7%       0.8%      (2.9%)            0.7%       0.7%       2.6%
Foreign exchange (gains) losses             0.0%       0.2%    (118.5%)            0.0%       0.2%    (105.5%)
Share of income from associated
companies                                   0.0%       0.0%     145.5%             0.1%       0.2%     (56.1%)
INCOME BEFORE INCOME TAXES                  8.4%       9.9%      (1.9%)            8.5%       9.2%       4.3%
Income taxes                                3.0%       3.7%      (4.8%)            3.1%       3.4%       2.3%
NET INCOME FOR THE PERIOD                   5.4%       6.2%      (0.2%)            5.4%       5.8%       5.5%
                                          -----      -----     ------       ----------      -----     ------
OUTSTANDING COMMON SHARES - AS AT JUNE 30, 2004                             18,476,318
OUTSTANDING COMMON SHARES - AS AT JULY 23, 2004                             18,479,118
OUTSTANDING SHARE OPTIONS - AS AT JUNE 30, 2004                              1,308,166
OUTSTANDING SHARE OPTIONS - AS AT JULY 23, 2004                              1,304,166
                                                                            ==========
</TABLE>

The following table sets forth selected data derived from our unaudited
consolidated financial statements for the eight previous quarters ended June 30,
2004. This table has been prepared in accordance with Canadian generally
accepted accounting principles. This information should be read in conjunction
with the consolidated financial statements and related notes thereto.

<PAGE>

QUARTERLY UNAUDITED FINANCIAL INFORMATION (in thousands of dollars, except
earnings per share amounts)

<TABLE>
<CAPTION>
                                 SEPT 30, 2003       DEC 31, 2003       MAR 31, 2004       JUN 30, 2004
                                 -------------       ------------       ------------       ------------
<S>                              <C>                 <C>                <C>                <C>
Gross revenue                          120,810            111,616            117,317            136,815
Net income                               7,251              6,350              5,658              6,445
EPS - basic                               0.40               0.35               0.31               0.35
EPS - diluted                             0.38               0.33               0.30               0.33
                                 =============       ============       ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                 SEPT 30, 2002       DEC 31, 2002       MAR 31, 2003       JUN 30, 2003
                                 -------------       ------------       ------------       ------------
<S>                              <C>                 <C>                <C>                <C>
Gross revenue                          137,939            101,737            108,440            119,076
Net income                               6,009              5,659              5,012              6,457
EPS - basic                               0.33               0.31               0.27               0.35
EPS - diluted                             0.32               0.30               0.26               0.34
                                 =============       ============       ============       ============
</TABLE>

The comparability of our quarterly results are impacted by the following items:

<TABLE>
<CAPTION>
                                       Q3 2003 VS.         Q4 2003VS.         Q1 2004VS.         Q2 2004VS.
(in thousands of dollars)                Q3 2002            Q4 2002            Q1 2003            Q2 2003
- -------------------------              -----------         ----------         ----------         ----------
<S>                                    <C>                 <C>                <C>                <C>
INCREASE (DECREASE) IN GROSS REVENUE
DUE TO
Acquisitions completed in current
 and prior two years                       5,500              8,200              4,730             10,080
Net internal growth                       10,471               (721)             9,667              9,399
Impact of foreign exchange rates on
revenue
 earned by foreign subsidiaries           (6,400)            (6,500)            (5,520)            (1,740)
Impact of change in number of weeks
 reflected in the quarter                (26,700)             8,900                  -                  -
                                       -----------         ----------         ----------         ----------
TOTAL INCREASE (DECREASE)
IN GROSS REVENUE                         (17,129)             9,879              8,877             17,739
                                       ===========         ==========         ==========         ==========
</TABLE>

Effective January 1, 2003, we converted to a 12-period reporting schedule. Each
quarter contains three periods totalling 13 weeks. In 2002 and prior years, we
had a 13-period-per-year reporting schedule. Each of the first, second, and
fourth quarters contained three periods totalling 12 weeks, and the third
quarter contained four periods totalling 16 weeks. As a result, the third
quarter of 2003 included three fewer weeks of activity compared to the third
quarter of 2002, and the fourth quarter of 2003 contained one more week of
activity compared to the fourth quarter of 2002.

GROSS MARGIN

Gross margin as a percentage of net revenue was 53.5% for Q2 04, compared to
52.8% for Q2 03, with a year-to-date gross margin of 53.8% for 2004, compared to
52.7% for 2003. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenues. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

<PAGE>

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 41.5%
for Q2 04, compared to 39.3% for Q2 03. On a year-to-date basis, administrative
and marketing expenses were 41.9% for 2004, compared to 40.2% for 2003 and to
our annual expectation of between 39 and 41%. Administrative and marketing
expenses may fluctuate from quarter to quarter as a result of the amount of
staff time charged to marketing and administrative labor, which is influenced by
the mix of projects in progress and being pursued during the quarter. In
addition, administrative and marketing expenses are influenced by the
acquisitions completed in the current and prior two years due to the length of
time required for the integration of such acquisitions. In particular, The
Sear-Brown Group, Inc. acquisition, the most significant acquisition we have
completed to date, has established a presence for our Company in the US
Northeast causing us to incur the additional costs of implementing an operating
structure in a new region. As a result, we are reflecting an increase in our
administrative and marketing costs for the quarter and on a year-to-date basis.

DEPRECIATION OF PROPERTY AND EQUIPMENT

Our new enterprise management system was implemented in Q4 03, with depreciation
expense beginning in the last quarter of 2003. Consequently, the first three
quarters of 2004 will reflect additional depreciation of approximately $450,000
per quarter related to the new system compared to the depreciation expense
recorded for the same quarters in 2003.

AMORTIZATION OF INTANGIBLE ASSETS

The amount of amortization of intangible assets is impacted by the timing of
completed acquisitions as well as the type of intangible assets acquired.
Backlog is typically amortized over periods of less than one year and,
therefore, will impact the comparability of the amortization expense from
quarter to quarter and year to year. The acquisitions completed in Q2 04
resulted in an increase in amortization expense of approximately $320,000.
Backlog acquired prior to June 30, 2004, will be fully amortized by the end of
2004.

SHARE OF INCOME OF ASSOCIATED COMPANIES

Our investment in Teshmont Consultants Inc. is accounted for using the equity
method of accounting. During Q1 03, Teshmont Consultants Inc. disposed of a
portion of its business. The resulting gain, net of tax, accounts for $430,000
of the reported income from associated companies reflected in 2003.

<PAGE>

INCOME TAXES

Our effective tax rate for 2004 is 36.0%, compared to 36.7% reported for the
year ended December 31, 2003. This reduction results from continued lower
statutory rates in Canada and certain provinces.

FINANCIAL CONDITION AND LIQUIDITY

During the first two quarters of 2004, our net decrease in cash was $9.5
million, compared to a net decrease of $24.5 million in the first two quarters
of 2003. Improved cash flows from operating activities in 2004 of $12.5 million,
an increase in debt financing of $11.8 million, and a decrease in the amount
invested in property and equipment in 2004 of $5.8 million were offset by
additional investments made in 2004 for acquisitions ($8.4 million) and
short-term investments ($6.0 million).

We continue to make a concerted effort to reduce the level of investment we
carry in costs and estimated earnings in excess of billings. We decreased this
level during the second quarter of 2004, and we expect to continue this
reduction until we reach the levels achieved prior to the implementation of our
new enterprise management system.

We have entered into a process to sell the Edmonton building and lease it back.
We have solicited and received a number of offers but have not yet reached a
firm agreement.

SHAREHOLDER INFORMATION

TRANSFER AGENT                      SECURITIES EXCHANGE LISTING
CIBC Mellon Trust Company           Stantec shares are traded on
Calgary, Alberta                    the Toronto Stock Exchange
                                    under the symbol STN.
AUDITORS
Ernst & Young LLP                   INVESTOR RELATIONS
Chartered Accountants               Stantec Inc.
Edmonton, Alberta                   10160 - 112 Street
                                    Edmonton AB
PRINCIPAL BANK                      Canada T5K 2L6
Canadian Imperial Bank of           Tel: (780) 917-7000
Commerce                            Fax: (780) 917-7330
                                    ir@stantec.com
<PAGE>

INCOME TAXES

Our effective tax rate for 2004 is 36.0%, compared to 36.7% reported for the
year ended December 31, 2003. This reduction results from continued lower
statutory rates in Canada and certain provinces.

FINANCIAL CONDITION AND LIQUIDITY

During the first two quarters of 2004, our net decrease in cash was $9.5
million, compared to a net decrease of $24.5 million in the first two quarters
of 2003. Improved cash flows from operating activities in 2004 of $12.5 million,
an increase in debt financing of $11.8 million, and a decrease in the amount
invested in property and equipment in 2004 of $5.8 million were offset by
additional investments made in 2004 for acquisitions ($8.4 million) and
short-term investments ($6.0 million).

We continue to make a concerted effort to reduce the level of investment we
carry in costs and estimated earnings in excess of billings. We decreased this
level during the second quarter of 2004, and we expect to continue this
reduction until we reach the levels achieved prior to the implementation of our
new enterprise management system.

We have entered into a process to sell the Edmonton building and lease it back.
We have solicited and received a number of offers but have not yet reached a
firm agreement.

SHAREHOLDER INFORMATION

TRANSFER AGENT                   SECURITIES EXCHANGE LISTING
CIBC Mellon Trust Company        Stantec shares are traded on
Calgary, Alberta                 the Toronto Stock Exchange
                                 under the symbol STN.
AUDITORS
Ernst & Young LLP                INVESTOR RELATIONS
Chartered Accountants            Stantec Inc.
Edmonton, Alberta                10160- 112 Street
                                 Edmonton AB
Principal Bank                   Canada T5K 2L6
Canadian Imperial Bank of        Tel: (780) 917-7000
Commerce                         Fax: (780) 917-7330
                                 ir@stantec.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.36
<SEQUENCE>39
<FILENAME>t17577exv99w36.txt
<DESCRIPTION>EX-99.36
<TEXT>
<PAGE>

Management's Discussion and Analysis

This discussion and analysis, dated July 23, 2004, of Stantec's operations and
financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 Second Quarter Report. The Company continues
to use the same accounting policies and methods as those used in 2003.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We may refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. Net revenue is defined
as gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

OVERVIEW OF SECOND QUARTER 2004

- -     On April 2, 2004, we completed the acquisition of The Sear-Brown Group,
      Inc., adding 400 employees and opening up a new geographic market for the
      Company in the US Northeast and a new practice area in the
      bio/pharmaceuticals industry.

<PAGE>

- -     On May 31, 2004, we completed the acquisition of GBR Architects Limited,
      adding 35 employees to our Architecture & Interior Design practice in
      Winnipeg, Manitoba.

- -     During the second quarter of 2004, we successfully converted The
      Sear-Brown Group, Inc.'s operations to our enterprise management system.

- -     We improved our level of investment in costs and estimated earnings in
      excess of billings and in accounts receivable (i.e., number of days'
      revenues) to 116 days at the end of the second quarter from 121 days at
      the end of the first quarter.

KEY OPERATING RESULTS

The table below summarizes the Company's key operating results on a percentage
of net revenue basis and the percentage increase in the dollar amount of these
results on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                             QUARTER ENDED JUNE 30              TWO QUARTERS ENDED JUNE 30
                                          ----------------------------      ----------------------------------
                                          % OF NET REVENUE   %INCREASE         % OF NET REVENUE     % INCREASE
                                          ----------------   ---------      ---------------------   ----------
                                                              2004 VS.                               2004 VS.
                                           2004       2003      2003           2004         2003       2003
                                          -----      -----   ---------      ----------      -----   ----------
<S>                                       <C>        <C>     <C>            <C>             <C>     <C>
GROSS REVENUE                             115.3%     116.3%      14.9%           114.3%     115.6%      11.7%
NET REVENUE                               100.0%     100.0%      15.9%           100.0%     100.0%      12.9%
Direct payroll costs                       46.5%      47.2%      14.4%            46.2%      47.3%      10.3%
GROSS MARGIN                               53.5%      52.8%      17.3%            53.8%      52.7%      15.3%
Administrative and marketing expenses      41.5%      39.3%      22.5%            41.9%      40.2%      17.7%
Depreciation of property and equipment      2.5%       2.3%      25.4%             2.5%       2.3%      22.8%
Amortization of intangible assets           0.4%       0.3%      59.7%             0.3%       0.3%      10.1%
Net interest expense                        0.7%       0.8%      (2.9%)            0.7%       0.7%       2.6%
Foreign exchange (gains) losses             0.0%       0.2%    (118.5%)            0.0%       0.2%    (105.5%)
Share of income from associated
companies                                   0.0%       0.0%     145.5%             0.1%       0.2%     (56.1%)
INCOME BEFORE INCOME TAXES                  8.4%       9.9%      (1.9%)            8.5%       9.2%       4.3%
Income taxes                                3.0%       3.7%      (4.8%)            3.1%       3.4%       2.3%
NET INCOME FOR THE PERIOD                   5.4%       6.2%      (0.2%)            5.4%       5.8%       5.5%
                                          -----      -----     ------       ----------      -----     ------
OUTSTANDING COMMON SHARES - AS AT JUNE 30, 2004                             18,476,318
OUTSTANDING COMMON SHARES - AS AT JULY 23, 2004                             18,479,118
OUTSTANDING SHARE OPTIONS - AS AT JUNE 30, 2004                              1,308,166
OUTSTANDING SHARE OPTIONS - AS AT JULY 23, 2004                              1,304,166
                                                                            ==========
</TABLE>

The following table sets forth selected data derived from our unaudited
consolidated financial statements for the eight previous quarters ended June 30,
2004. This table has been prepared in accordance with Canadian generally
accepted accounting principles. This information should be read in conjunction
with the consolidated financial statements and related notes thereto.

<PAGE>

QUARTERLY UNAUDITED FINANCIAL INFORMATION (in thousands of dollars, except
earnings per share amounts)

<TABLE>
<CAPTION>
                                 SEPT 30, 2003       DEC 31, 2003       MAR 31, 2004       JUN 30, 2004
                                 -------------       ------------       ------------       ------------
<S>                              <C>                 <C>                <C>                <C>
Gross revenue                          120,810            111,616            117,317            136,815
Net income                               7,251              6,350              5,658              6,445
EPS - basic                               0.40               0.35               0.31               0.35
EPS - diluted                             0.38               0.33               0.30               0.33
                                 =============       ============       ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                 SEPT 30, 2002       DEC 31, 2002       MAR 31, 2003       JUN 30, 2003
                                 -------------       ------------       ------------       ------------
<S>                              <C>                 <C>                <C>                <C>
Gross revenue                          137,939            101,737            108,440            119,076
Net income                               6,009              5,659              5,012              6,457
EPS - basic                               0.33               0.31               0.27               0.35
EPS - diluted                             0.32               0.30               0.26               0.34
                                 =============       ============       ============       ============
</TABLE>

The comparability of our quarterly results are impacted by the following items:

<TABLE>
<CAPTION>
                                       Q3 2003 VS.         Q4 2003 VS.        Q1 2004 VS.        Q2 2004 VS.
(in thousands of dollars)                Q3 2002             Q4 2002            Q1 2003            Q2 2003
- -------------------------              -----------         -----------        -----------        -----------
<S>                                    <C>                 <C>                <C>                <C>
INCREASE (DECREASE) IN GROSS REVENUE
DUE TO
Acquisitions completed in current
 and prior two years                       5,500              8,200              4,730             10,080
Net internal growth                       10,471               (721)             9,667              9,399
Impact of foreign exchange rates on
revenue earned by foreign subsidiaries    (6,400)            (6,500)            (5,520)            (1,740)
Impact of change in number of weeks
 reflected in the quarter                (26,700)             8,900                  -                  -
                                       ---------           --------           --------           --------
TOTAL INCREASE (DECREASE)
IN GROSS REVENUE                         (17,129)             9,879              8,877             17,739
                                       =========           ========           ========           ========
</TABLE>

Effective January 1, 2003, we converted to a 12-period reporting schedule. Each
quarter contains three periods totalling 13 weeks. In 2002 and prior years, we
had a 13-period-per-year reporting schedule. Each of the first, second, and
fourth quarters contained three periods totalling 12 weeks, and the third
quarter contained four periods totalling 16 weeks. As a result, the third
quarter of 2003 included three fewer weeks of activity compared to the third
quarter of 2002, and the fourth quarter of 2003 contained one more week of
activity compared to the fourth quarter of 2002.

GROSS MARGIN

Gross margin as a percentage of net revenue was 53.5% for Q2 04, compared to
52.8% for Q2 03, with a year-to-date gross margin of 53.8% for 2004, compared to
52.7% for 2003. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenues. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

<PAGE>

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 41.5%
for Q2 04, compared to 39.3% for Q2 03. On a year-to-date basis, administrative
and marketing expenses were 41.9% for 2004, compared to 40.2% for 2003 and to
our annual expectation of between 39 and 41%. Administrative and marketing
expenses may fluctuate from quarter to quarter as a result of the amount of
staff time charged to marketing and administrative labor, which is influenced by
the mix of projects in progress and being pursued during the quarter. In
addition, administrative and marketing expenses are influenced by the
acquisitions completed in the current and prior two years due to the length of
time required for the integration of such acquisitions. In particular, The
Sear-Brown Group, Inc. acquisition, the most significant acquisition we have
completed to date, has established a presence for our Company in the US
Northeast causing us to incur the additional costs of implementing an operating
structure in a new region. As a result, we are reflecting an increase in our
administrative and marketing costs for the quarter and on a year-to-date basis.

DEPRECIATION OF PROPERTY AND EQUIPMENT

Our new enterprise management system was implemented in Q4 03, with depreciation
expense beginning in the last quarter of 2003. Consequently, the first three
quarters of 2004 will reflect additional depreciation of approximately $450,000
per quarter related to the new system compared to the depreciation expense
recorded for the same quarters in 2003.

AMORTIZATION OF INTANGIBLE ASSETS

The amount of amortization of intangible assets is impacted by the timing of
completed acquisitions as well as the type of intangible assets acquired.
Backlog is typically amortized over periods of less than one year and,
therefore, will impact the comparability of the amortization expense from
quarter to quarter and year to year. The acquisitions completed in Q2 04
resulted in an increase in amortization expense of approximately $320,000.
Backlog acquired prior to June 30, 2004, will be fully amortized by the end of
2004.

SHARE OF INCOME OF ASSOCIATED COMPANIES

Our investment in Teshmont Consultants Inc. is accounted for using the equity
method of accounting. During Q1 03, Teshmont Consultants Inc. disposed of a
portion of its business. The resulting gain, net of tax, accounts for $430,000
of the reported income from associated companies reflected in 2003.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.37
<SEQUENCE>40
<FILENAME>t17577exv99w37.txt
<DESCRIPTION>EX-99.37
<TEXT>
<PAGE>

                                                                    NEWS RELEASE

[STANTEC LOGO}

FOR IMMEDIATE RELEASE

STANTEC TO APPOINT TWO NEW MEMBERS TO BOARD OF DIRECTORS

EDMONTON AB (September 22, 2004) TSX:STN

Mr. Ron Triffo, P.Eng., Chairman of the Board of Stantec Inc. is pleased to
announce the Company will appoint Ms. Susan E. Hartman and Mr. Robert R. Mesel
to Stantec's Board of Directors at the next Board meeting on November 4, 2004.
Ms. Hartman and Mr. Mesel will replace Mr. Steve Lister and Mr. Robert Flynn,
who after many years of dedicated service to the Company, will be retiring from
the Board.

Ms. Hartman holds a B.S. in Chemistry and has over 30 years of diversified
experience in strategic planning, business management, organizational
turnaround, operations, international business development, and mergers and
acquisitions. Her career includes a twenty-year period with Eastman Kodak,
involving a variety of scientific and managerial positions, culminating as
General Manager, Worldwide Film Manufacturing and Supply Chain. In 1993, she
left Kodak to start her own management consulting firm, The Hartman Group. Ms.
Hartman continues as President of The Hartman Group, leading the company's
consulting services in the areas of strategic and operational planning, overall
business assessment, process optimization and project management. Ms. Hartman
resides in Rochester, New York.

Mr. Mesel holds a BBA in Accounting from Canisius College, in Buffalo New York
and an MBA from State University of New York. Over his business career, he has
held a number of senior executive positions, covering the broad spectrum of
finance, administration and operations, with The Carborundum Company, Chase
Brass & Copper Company, and BP America. In 1997 he retired as President, BP
Chemicals, Inc. Mr. Mesel resides in Kiawah Island, South Carolina.

"As part of our succession planning for the Board, the Corporate Governance and
Compensation Committee has been actively engaged in a Director search process
and we are extremely pleased with the credentials of our nominees, Ms. Hartman
and Mr. Mesel, as replacements for two very talented Directors", said Mr.
Triffo.

Mr. Lister has served on the Board since its initial public offering in 1994.
Mr. Flynn has served since 1995.

"On behalf of the Board of Directors, I would like to express our appreciation
to Messrs Lister and Flynn for their dedication and contribution to the success
of Stantec and, at the same time, welcome Ms. Hartman and Mr. Mesel to the
Board", said Mr. Triffo.

For detailed resumes, please visit www.stantec.com/news

STANTEC provides professional design and consulting services in planning,
engineering, architecture, surveying, and project management. We support public
and private sector clients in a diverse range of markets, at every stage, from
initial concept and financial feasibility to project completion and beyond. Our
services are offered through more than 4,000 employees operating out of over 50
locations in North America and the Caribbean. Stantec trades on the Toronto
Stock Exchange under the symbol STN.

MEDIA CONTACT                      INVESTOR CONTACT
Jay Averill                        Simon Stelfox
Media & Communications             Investor Relations
Stantec                            Stantec
Tel: 780-917-7441                  Tel: 780-917-7288
                                                                     STANTEC.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.38
<SEQUENCE>41
<FILENAME>t17577exv99w38.txt
<DESCRIPTION>EX-99.38
<TEXT>
<PAGE>

                                                                    NEWS RELEASE

[STANTEC LOGO]

FOR IMMEDIATE RELEASE

STANTEC ARCHITECTURE COMPLETES ACQUISITION OF TORONTO FIRM DUNLOP ARCHITECTS

EDMONTON AB (October 12, 2004) TSX:STN

Stantec announced today that Stantec Architecture Ltd. has completed the
acquisition of Dunlop Architects, one of Toronto's top architecture firms.
Dunlop brings approximately 100 employees and an architecture practice in
Toronto and Hamilton. This addition marks Stantec Architecture's entrance into
the Ontario market, expands the Company's architectural and interior design
group -- already one of the largest in the country -- and enhances the Company's
presence in the Greater Toronto Area (GTA).

"Dunlop Architects is one of the top firms in Ontario and we're very pleased
they have joined with Stantec," says Tony Franceschini, Stantec President & CEO.
"With the addition of Dunlop, Stantec Architecture is now one of the top
architecture and interior design firms in Canada."

Dunlop Architects, a full service architecture firm established in 1953, is
recognized as a leader in the design of facilities in the acute and long-term
health care, laboratory, justice, civic and institutional, post-secondary
educational, entertainment, and high-tech communication markets. The firm
provides a wide spectrum of architectural consulting services including
architectural design, project management, specifications, contract
administration, site review, and facilities programming.

"We're excited about joining a dynamic firm like Stantec Architecture because of
the opportunities it will create for our employees and clients," says Chris
Fillingham, Dunlop Managing Principal. "Our staff gain access to greater
technological and financial resources and our we can offer our clients a wider
range of services."

Stantec's architecture and interior design practice now has a presence British
Columbia, Alberta, Saskatchewan, Manitoba, and Ontario as well as areas
throughout the United States.

For more information visit www.announcements.stantec.com/dunlop

STANTEC provides professional design and consulting services in planning,
engineering, architecture, surveying, and project management. We support public
and private sector clients in a diverse range of markets, at every stage, from
initial concept and financial feasibility to project completion and beyond. Our
services are offered through more than 4,000 employees operating out of. over 50
locations in North America and the Caribbean. Stantec trades on the Toronto
Stock Exchange under the symbol STN.

MEDIA CONTACT                 INVESTOR CONTACT          DUNLOP CONTACT
Jay Averill                   Simon Stelfox             Chris Fillingham
Media & Communications        Investor Relations        Managing Principal
Stantec                       Stantec                   Dunlop Architects
Tel: 780-917-7441             Tel: 780-917-7288         Tel: 416-596-6666

                                                                     STANTEC.COM
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.39
<SEQUENCE>42
<FILENAME>t17577exv99w39.txt
<DESCRIPTION>EX-99.39
<TEXT>
<PAGE>

                                                                    NEWS RELEASE

[STANTEC LOGO]

FOR IMMEDIATE RELEASE

STANTEC ANNOUNCES NET INCOME UP 17% IN THE THIRD QUARTER

EDMONTON AB (November 4, 2004) TSX:STN

- -     Gross revenue for the quarter increased 15.7% to $139.8 million compared
      to $120.8 million in the third quarter of 2003. Net income increased 17.1%
      to $8.5 million from $7.3 million and basic earnings per share were up
      15.0% to $0.46 compared to $0.40 for the same period last year.

- -     Year to date gross revenue was up 13.1% to $393.9 million from $348.3
      million in the third quarter of last year. Net income increased 10.0% to
      $20.6 million from $18.7 million and basic earnings per share were up 9.8%
      to $1.12 compared to $1.02.

- -     Stantec Architecture recently announced the acquisition of Dunlop
      Architects, one of Toronto's top architecture firms.

"I'm pleased to announce strong results for the third quarter of 2004," says
Tony Franceschini, Stantec President & CEO. "We increased our revenue through a
combination of acquisition and internal growth. Also, over the past year we
invested resources in our new enterprise system and we are realizing the
benefits as we improve on the implementation and use of the system."

Stantec has responded to strong project demand in the Environment area
throughout North America. This quarter the Company secured an assignment to
provide comprehensive services for an environmental improvement program at Lake
Tahoe Basin in El Dorado County, California. This three-year contract will
require multi-team project delivery from our Environment, Transportation, Urban
Land, and Buildings groups. Other notable environmental projects obtained during
the quarter include the design and construction administration of a new
municipal water system for Campbell, New York, the detailed design and contract
administration of an expansion of the Ayr Wastewater Treatment Plant in Ayr,
Ontario, and the development of a master plan for wastewater treatment in
Drumheller, Alberta.

"As we continue to increase the depth and breadth of our services in our
operating regions throughout North America we are well-positioned to take
advantage of opportunities the market provides," says Franceschini. "Our
improved internal infrastructure has provided a base to continue building
Stantec and reaching our goal of becoming a top ten global design firm."

The Conference Call to discuss the third quarter results, being held today at
4:00 PM EST (2:00 PM MST), will be broadcast live and archived on Stantec's web
site at STANTEC.COM in the INVESTOR RELATIONS section.

STANTEC provides professional design and consulting services in planning,
engineering, architecture, surveying, and project management. We support public
and private sector clients in a diverse range of markets, at every stage, from
initial concept and financial feasibility to project completion and beyond. Our
services are offered through more than 4,000 employees operating out of over 50
locations in North America and the Caribbean. Stantec trades on the Toronto
Stock Exchange under the symbol STN.

MEDIA CONTACT                 INVESTOR CONTACT
Jay Averill                   Simon Stelfox
Media & Communications        Investor Relations
Stantec                       Stantec
Tel: 780-917-7441             Tel: 780-917-7288

                                                                     STANTEC.com

                                  - continued -
<PAGE>

STANTEC INC.

CONSOLIDATED BALANCE SHEETS
(Columnar figures stated in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                       September 30       December 31
                                                           2004              2003
                                                       ------------       -----------
                                                        (unaudited)
<S>                                                    <C>                <C>
ASSETS

CURRENT
Cash and cash equivalents                                $  16,334         $   7,343
Short-term investments                                       7,314                 -
Accounts receivable                                        115,151            87,101
Costs and estimated earnings in excess of billings          50,118            67,094
Income taxes recoverable                                         -             6,921
Prepaid expenses                                             4,989             3,246
Future income tax assets                                     7,545             5,924
                                                         ---------         ---------
                                                           201,451           177,629
Property and equipment                                      71,170            67,670
Investment in associated companies                           1,935             1,844
Investments - other                                          1,074             1,137
Goodwill                                                    82,397            69,696
Intangible assets                                            6,563             5,112
Future income tax assets                                     4,997             3,487
                                                         ---------         ---------

                                                         $ 369,587         $ 326,575
                                                         =========         =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness                                        $  27,898         $  17,151
Accounts payable and accrued liabilities                    75,043            70,255
Billings in excess of costs and estimated earnings          17,237            16,882
Income taxes payable                                         3,095                 -
Current portion of long-term debt [note 4]                  15,870            13,416
Future income tax liabilities                               10,743            10,802
                                                         ---------         ---------
                                                           149,886           128,506
Long-term debt [note 4]                                     30,530            31,159
Future income tax liabilities                                8,942             6,382
                                                         ---------         ----------
                                                           189,358           166,047
                                                         ---------         ----------
SHAREHOLDERS' EQUITY
Share capital [note 5]                                      85,229            84,281
Contributed surplus [note 5]                                 2,354             1,842
Cumulative translation account                             (15,675)          (13,861)
Retained earnings                                          108,321            88,266
                                                         ---------         ----------
                                                           180,229           160,528
                                                         ---------         ----------
                                                         $ 369,587         $ 326,575
                                                         =========         =========
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Columnar figures stated in thousands of Canadian dollars except per share
amounts}(Unaudited)

<TABLE>
<CAPTION>
                                                                        For the quarter ended           For the three quarters
                                                                              September 30                 ended September 30

                                                                        2004             2003            2004            2003
                                                                     ------------    ------------    ------------    ------------
                                                                                       restated                        restated
                                                                                       [note 2]                        [note 21
<S>                                                                  <C>             <C>             <C>             <C>
INCOME
GROSS REVENUE                                                        $    139,751    $    120,810    $    393,883    $    348,326
Less subconsultant and other direct expenses                               19,941          19,094          51,797          49,780
                                                                     ------------    ------------    ------------    ------------

NET REVENUE                                                               119,810         101,716         342,086         298,546
Direct payroll costs                                                       57,366          48,250         160,131         141,425
                                                                     ------------    ------------    ------------    ------------

GROSS MARGIN                                                               62,444          53,466         181,955         157,121
Administrative and marketing expenses                                      45,202          38,710         138,319         117,792
Depreciation of property and equipmenl                                      3,253           2,351           8,865           6,920
Amortization of intangible assets                                             444             225           1,041             767
Net interest expense                                                          855             592           2,354           2,053
Foreign exchange losses                                                        27             153               8             496
Share of income from associated companies                                    (105)            (27)           (311)           (496)
                                                                     ------------    ------------    ------------    ------------

INCOME BEFORE INCOME TAXES                                                 12,768          11,462          31,679          29,589
                                                                     ------------    ------------    ------------    ------------
INCOME TAXES
Current                                                                     5,090           5,957          12,147          11,230
Future                                                                       (810)         (1,746)         (1,059)           (361)
                                                                     ------------    ------------    ------------    ------------
                                                                            4,280           4,211          11,088          10,869
                                                                     ------------    ------------    ------------    ------------

NET INCOME FOR THE PERIOD                                            $      8,488    $      7,251    $     20,591    $     18,720
                                                                     ============    ============    ============    ============

RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS PREVIOUSLY REPORTED   $     99,927    $     76,220    $     88,266    $     64,905
Prior period adjustment [note 2]                                             --            (1,004)           --              (665)
                                                                     ------------    ------------    ------------    ------------
RETAINED EARNINGS, BEGINNING OF THE PERIOD, AS RESTATED                    99,927          75,216          88,266          64,240
Net income for the period                                                   8,488           7,251          20,591          18,720
Shares repurchased [note 5]                                                   (94)           (242)           (536)           (735)
                                                                     ------------    ------------    ------------    ------------
RETAINED EARNINGS, END OF PERIOD                                     $    108,321    $     82,225    $    108,321    $     82,225
                                                                     ============    ============    ============    ============

Weighted average number of shares outstanding - basic                  18,494,582      18,338,988      18,460,281      18,328,186
                                                                     ============    ============    ============    ============
Weighted average number of shares outstanding - diluted                19,272,243      19,137,628      19,230,695      19,115,347
                                                                     ============    ============    ============    ============
Shares outstanding, end of period                                      18,503,518      18,336,584      18,503,518      18,336,584
                                                                     ============    ============    ============    ============

EARNINGS PER SHARE
 Basic [note 2]                                                      $       0.46    $       0.40    $       1.12    $       1.02
                                                                     ============    ============    ============    ============
 Diluted [note 2]                                                    $       0.44    $       0.38    $       1.07    $       0.98
                                                                     ============    ============    ============    ============
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Columnar figures stated in thousands of Canadian dollars)(Unaudited)

<TABLE>
<CAPTION>
                                                            For the quarter ended
                                                               quarters ended                For the three
                                                                September 30                  September 30
                                                             2004           2003           2004           2003
                                                           ---------      ---------      ---------      ---------
<S>                                                        <C>            <C>            <C>            <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                 $ 146,361      $ 111,915      $ 414,403      $ 339,280
Cash paid to suppliers                                       (42,508)       (19,894)      (128,274)       (91,057)
Cash paid to employees                                       (81,008)       (66,998)      (245,454)      (209,915)
Dividends from equity investments                                  -              -            200              -
Interest received                                              1,605            765          5,100          1,931
Interest paid                                                 (2,062)        (1,233)        (6,798)        (3,707)
Income taxes paid                                             (2,578)        (2,202)        (3,302)       (10,648)
                                                           ---------      ---------      ---------      ---------

Cash flows from operating activities                          19,810         22,353         35,875         25,884
                                                           ---------      ---------      ---------      ---------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired
 and bank indebtedness assumed [note 3]                         (754)           (35)       (15,024)        (5,946)
Purchase of short-term investments                            (1,351)             -         (7,314)             -
Proceeds on disposition of investments                             -            133             55            195
Purchase of property and equipment                            (3,644)        (6,912)       (11,576)       (20,646)
Proceeds from disposition of property and equipment              301             27            559          1,423
                                                           ---------      ---------      ---------      ---------

Cash flows used in investing activities                       (5,448)        (6,787)       (33,300)       (24,974)
                                                           ---------      ---------      ---------      ---------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                                   (6,410)        (4,486)       (18,519)       (15,866)
Proceeds from long-term borrowings                                 -              -         13,960              -
Net change in bank indebtedness financing                     (6,314)        (5,381)        10,747             54
Repurchase of shares for cancellation [note 5]                  (117)          (317)          (661)          (994)
Proceeds from issue of share capital [note 5]                    137             71          1,055            582
                                                           ---------      ---------      ---------      ---------

Cash flows from (used in) financing activities               (12,704)       (10,113)         6,582        (16,224)
                                                           ---------      ---------      ---------      ---------

Foreign exchange loss on cash held in foreign currency          (212)          (705)          (166)        (1,169)
                                                           ---------      ---------      ---------      ---------

Net increase (decrease) in cash                                1,446          4,748          8,991        (16,483)
Cash, beginning of the period                                 14,888          7,971          7,343         29,202
                                                           ---------      ---------      ---------      ---------

Cash, end of the period                                    $  16,334      $  12,719      $  16,334      $  12,719
                                                           =========      =========      =========      =========
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Columnar figures stated in thousands of Canadian dollars)(Unaudited)

1. GENERAL ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles on a basis
consistent with those used in the preparation of the annual December 31, 2003,
consolidated financial statements. Because the disclosures included in these
interim financial statements do not conform in all respects to the requirements
of generally accepted accounting principles for annual financial statements,
these financial statements should be read in conjunction with the December 31,
2003, annual consolidated financial statements. In management's opinion, the
interim consolidated financial statements include all the adjustments necessary
to present fairly such interim financial statements. The consolidated statements
of income and retained earnings and cash flows for interim periods are not
necessarily indicative of results on an annual basis due to seasonal and
short-term variations as well as the timing of acquisitions, if any, during
interim periods.

2. PRIOR PERIOD ADJUSTMENT

In the fourth quarter of 2003, the Company determined, with the assistance of an
independent valuator, that intangible assets acquired in post-June 30, 2001
acquisitions had not been properly identified and valued in the purchase
allocation. As a result, a portion of the purchase price from these acquisitions
was allocated to identifiable intangible assets (contract backlog, client
relationships, technology and non-compete agreements). The adjustment was made
retroactively and resulted in the following changes to previously reported
financial information:

<TABLE>
<CAPTION>
                                                                                        Three
                                                                                       quarters
                                                                     Quarter ended      ended
(in thousands of dollars, except earnings                            September 30,   September 30,
per share amounts)                                                       2003            2003
- -----------------------------------------                             -----------     ----------
                                                                       Increase        Increase
                                                                      (decrease)      (decrease)
<S>                                                                   <C>             <C>
Amortization of intangible assets                                     $       225     $      767
Income before income taxes                                                   (225)          (767)
Income taxes                                                                  (84)          (287)
Net income for the period                                                    (141)          (480)
Retained earnings, beginning of the period                                 (1,004)          (665)
Goodwill acquired [note 3]                                                      -           (850)
Intangible assets acquired [note 3]                                             -          1,344

Future income tax liabilities acquired [note 3]                                 -            494
Earnings per share - basic                                                      _          (0.03)
Earnings per share - diluted                                                (0.01)         (0.02)
                                                                      -----------     ----------
</TABLE>

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, the additional consideration payable based on future
performance parameters may be adjusted upward or downward. As at September 30,
2004, the maximum contingent consideration that may be payable in 2004 and
future years is approximately $1,116,000. Such additional consideration is
recorded as additional goodwill in the period in which confirmation of the
consideration to be paid is known.

During the first three quarters of 2004, the Company acquired the shares and
businesses of The Sear-Brown Group, Inc. (April 2, 2004) and GBR Architects
Limited (May 31, 2004) and reduced the purchase price in connection with the
Cosburn Patterson Mather Limited (2002), The Spink Corporation (2001), the APAI
Architecture Inc. (2003), the Ecological Services Group Inc. (2003), and The RPA
Group (2002) acquisitions pursuant to price adjustment clauses in the purchase
agreements.

During the first three quarters of 2003, the Company acquired the shares and
businesses of APAI Architecture Inc. and Mandalian Enterprises Limited and of
Ecological Services Group Inc. for consideration consisting of cash and

<PAGE>

promissory notes. The Company also paid additional contingent consideration in
connection with the Cosburn Patterson Mather Limited (2002) acquisition and
reduced the purchase price on the English Harper Reta Architects (2002), Site
Consultants Inc. (2002), Beak International Incorporated (2002), and GeoViro
Engineering Ltd. (2002) acquisitions pursuant to price adjustment clauses
included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired or adjusted for the first three quarters of each year are as follows:

<TABLE>
<CAPTION>
                                                       Three quarters
                                                     ended September 30
                                                   ----------------------
(In thousands of dollars)                            2004          2003
- -------------------------                          --------      --------
<S>                                                <C>           <C>
Cash consideration                                 $  8,811      $  4,200
Promissory notes, due 2003 through 2007                 199         5,009
                                                   --------      --------
PURCHASE PRICE                                     $  9,010      $  9,209
                                                   ========      ========

Assets and liabilities acquired at fair values
   Bank indebtedness assumed                       $ (6,213)     $ (1,746)
   Non-cash working capital                           3,536         3,504
   Investments                                            -            57
   Property and equipment                             2,627         1,301
   Goodwill [note 2]                                 14,002         5,809
   Intangible assets [note 2]
    Client relationships                              2,045           789
    Contract backlog                                    526           355
    Technology                                            -           200
   Long-term debt                                    (7,073)         (649)
   Future income taxes [note 2]                        (440)         (411)
                                                   --------      --------
NET ASSETS ACQUIRED                                $  9,010      $  9,209
                                                   ========      ========
</TABLE>

All of the goodwill is non-deductible for income tax purposes.

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                       As at
                                          ----------------------------
                                          September 30     December 31
                                          ------------     -----------
(in thousands of dollars)                     2004            2003
- -------------------------                 ------------     -----------
<S>                                       <C>              <C>
Non-interest bearing note payable         $        109     $       102
Other non-interest bearing notes payable         8,079          14,436
Bank loan                                       25,102          19,186
Mortgages payable                               10,326          10,609
Other                                            2,784             242
                                          ------------     -----------
                                                46,400          44,575
Less current portion                            15,870          13,416
                                          ------------     -----------
                                          $     30,530     $    31,159
                                          ============     ===========
</TABLE>

All of the Company's assets are held as collateral under a general security
agreement for the bank indebtedness and bank loan. The mortgages payable are
supported by first mortgages against land and buildings.

The interest expense on long-term debt in Q3 04 was $509,000 (Q3 03 - $637,000),
with a year-to-date expense of $1,708,000 (2003 - $2,068,000).
<PAGE>

5. SHARE CAPITAL

<TABLE>
<CAPTION>

                                                          Capital Stock                       Contributed  Surplus
                                     -------------------------------------------------------  ---------------------
                                                2004                         2003                 2004        2003
                                     ------------------------    ---------------------------- ---------------------
                                     # of Common                 # of Common
(in thousands of dollars)               Shares          $          Shares             $             $           $
                                     -----------     --------    -----------     ------------     -------    ------
<S>                                  <C>             <C>         <C>             <C>          <C>            <C>
Balance, beginning of the year        18,327,284      84,281      18,282,720          83,973       1,842      1,247
Share options exercised for cash         155,434         855          78,164             419
Stock-based compensation expense             178         148
Shares repurchased under normal
  course issuer bid                      (17,900)        (83)        (21,100)            (97)         (1)        (3)
                                      ----------      ------      ----------      ----------      ------      -----
Balance, as at March 31               18,464,818      85,053      18,339,784          84,295       2,019      1,392
Share options exercised for cash          15,500          63          18,000              92
Stock-based compensation expense             176         147
Reclassification of fair value of
stock
 options previously expensed                  15         (15)
Shares repurchased under normal
 course issuer bid                        (4,000)        (18)        (18,000)            (83)         (1)
                                      ----------      ------      ----------      ----------      ------      -----
Balance, as at June 30                18,476,318      85,113      18,339,784          84,304       2,179      1,539
Share options exercised for cash          32,000         137          13,000              71
Stock-based compensation expense             176         148
Shares repurchased under normal
 course issuer bid                        (4,800)        (21)         (16200)            (74)         (1)        (2)
                                      ----------      ------      ----------      ----------      ------      -----
Balance, as at September 30           18,503,518       1,685          85,229      18,336,584      84,301      2,354
                                      ==========      ======      ==========      ==========      ======      =====
</TABLE>

During 2004, 26,700 common shares (2003 - 55,300) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$661,000 (2003 - $994,000). Of this amount, $122,000 and $3,000 (2003 - $254,000
and $5,000) reduced the share capital and contributed surplus accounts
respectively, with $536,000 (2003 - $735,000) being charged to retained
earnings.

During 2004, the Company recognized a stock-based compensation expense of
$706,000 (2003 - $490,000) in administrative and marketing expenses. The amount
relating to the fair value of the options granted ($530,000; 2003 - $443,000)
was reflected through contributed surplus, and the amount relating to deferred
share unit compensation ($176,000; 2003 - $47,000) was reflected through accrued
liabilities. Upon the exercise of share options for which a stock-based
compensation expense has been recognized, the cash paid together with the
related portion of contributed surplus is credited to share capital.

6. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian Institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
reported to the CEO and were included in the Other reportable segment. In the
second quarter of 2004, an additional operating segment was added upon the
acquisition of The Sear-Brown Group, Inc. The new segment has been aggregated
into the Consulting Services reportable segment.

The Design Build operating segment consisted of the operations of our 50% share
of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as assets
held for sale pending the finalization of an agreement to sell our interest. The
sale was finalized in Q3 04.

Effective January 1, 2004, because of the sale of our Design Build operation and
because our Technology segment and corporate administration groups are not
material, all operations of the Company are included in one reportable segment
as Consulting Services.

<PAGE>

7.EMPLOYEE FUTURE BENEFITS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such contributions as an expense
in the period in which the contributions are made. The expense recorded in Q3 04
was $1,774,000 (Q3 03 - $1,552,000), with a year-to-date expense of $5,562,000
(2003 - $4,552,000).

8.SUBSEQUENT EVENTS

Subsequent to September 30, 2004, the Company entered into a sale and leaseback
agreement, subject to conditions, in connection with Stantec Centre located in
Edmonton, Alberta. It is expected that the transaction will be finalized and
reflected during the last quarter of 2004. The anticipated net proceeds expected
to be received on the sale of the building, approximately $32 million, will be
used to eliminate the first mortgage and construction loan currently outstanding
on this property. The remaining proceeds will be used to reduce the balance used
under our current operating facility. Any gain realized on the sale of the
building will be deferred and amortized into income over the term of the new
operating lease.

Subsequent to the quarter-end, the Company acquired the shares and businesses of
Dunlop Architects Inc. for consideration consisting of cash and promissory notes
totalling $6 million.

9.COMPARATIVE FIGURES

Certain comparative figures have been reclassified from statements previously
presented to conform to the presentation adopted for the current year.

<PAGE>


STANTEC INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis, dated October 22, 2004, of Stantec's operations
and financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 Third Quarter Report. The Company continues
to use the same accounting policies and methods as those used in 2003.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We may refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. Net revenue is defined
as gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

OVERVIEW OF THIRD QUARTER 2004

- -     During the third quarter of 2004, we reduced our level of investment in
      costs and estimated earnings in excess of billings and in accounts
      receivable (i.e., number of days' revenues) to 110 days at the end of the
      third quarter from 116 days at the end of the second quarter.

- -     We reduced our administrative and marketing expenses as a percentage of
      net revenue on a year-to-date basis to 40.4% from 41.9% at the end of the
      second quarter.

- -     We completed the conversion of the operations of GBR Architects Limited to
      our enterprise management system.

- -     We finalized the sale of our 50% interest in Lockerbie Stanley Inc.

KEY OPERATING RESULTS

The table below summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                            FOR THE QUARTER ENDED SEP 30      FOR THE THREE QUARTERS ENDED SEP 30
                                            --------------------------------  -------------------------------------
                                            % OF NET REVENUE      % INCREASE  % OF NET REVENUE           % INCREASE
                                            ----------------      ----------  ----------------           ----------
                                                                   2004 VS.                              2004 VS.
                                             2004      2003          2003      2004     2003               2003
                                            -----     -----        -------    -----    -------           ----------
<S>                                         <C>       <C>          <C>        <C>      <C>               <C>
GROSS REVENUE                               116.6%    118.8%        15.7%     115.1    116.7%              13.1%
NET REVENUE                                 100.0%    100.0%        17.8%     100.0    100.0%              14.6%
DIRECT PAYROLL COSTS                         47.9%     47.4%        18.9%      46.8%    47.4%              13.2%
GROSS MARGIN                                 52.1%     52.6%        16.8%      53.2%    52.6%              15.8%
ADMINISTRATIVE AND MARKETING EXPENSES        37.7%     38.1%        16.8%      40.4%    39.5%              17.4%
</TABLE>
<PAGE>

<TABLE>
<S>                                  <C>        <C>       <C>      <C>      <C>             <C>
Depreciation of property and
 equipment                            2.7%       2.3%      38.4%   2.6%            2.3%      28.1%

Amortization of intangible  assets    0.4%       0.2%      97.3%   0.3%            0.2%      35.7%

Net interest expense                  0.7%       0.6%      44.4%   0.7%            0.7%      14.7%

Foreign exchange losses               0.0%       0.2%     (82.4%)  0.0%            0.2%     (98.4%)

Share of income from associated
companies                             0.1%       0.0%     288.9%   0.1%            0.2%     (37.3%)

Income before income taxes           10.7%      11.2%      11.4%   9.9%            7.1%       9.3%

Income taxes                          3.6%       4.1%       1.6%   3.3%            2.0%       3.6%

Net income for the period             7.1%       7.1%      17.1%   6.0%            6.3%      10.0%

Outstanding common shares - as at                                           18,503,518
September 30, 2004

Outstanding common shares - as at                                           18,502,318
October 22, 2004

Outstanding share options - as at                                            1,276,166
September 30, 2004

Outstanding share options - as at                                            1,276,166
October 22, 2004
</TABLE>

%     increase calculated based on the dollar change from the comparable period

The following table sets forth selected data derived from our unaudited
consolidated financial statements for the eight previous quarters ended
September 30, 2004. This table has been prepared in accordance with Canadian
generally accepted accounting principles. This information should be read in
conjunction with the consolidated financial statements and related notes
thereto.

Quarterly unaudited financial information (in thousand of dollars, per share 1
date)

<TABLE>
<CAPTION>
                                          Dec 31, 2003      Mar 31, 2004       Jun 30, 2004         Sep 30, 2004
                                          ------------      ------------       ------------         ------------
<S>                                       <C>               <C>                <C>                  <C>
Gross revenue                                111,616            117,317            136,815             139,751
Net income                                     6,350              5,658              6,445               8,488
EPS - basic                                     0.35               0.31               0.35                0.46
EPS - diluted                                   0.33               0.30               0.33                0.44
</TABLE>

<TABLE>
<CAPTION>
                                           Dec 31, 2002      Mar 31, 2003       Jun 30, 2003        Sep 30, 2003
                                          ------------      ------------       ------------         ------------
<S>                                       <C>               <C>                <C>                  <C>
Gross revenue                                101,737            108,440            119,076             120,810
Net income                                     5,659              5,012              6,457               7,251
EPS - basic                                     0.31               0.27               0.35                0.40
EPS - diluted                                   0.30               0.26               0.34                0.38
</TABLE>

The comparability of our quarterly results are impacted by the following items:

<TABLE>
<CAPTION>
                                               Q4 2003 VS.  Q1 2004 VS.   Q2 2004 VS.  Q3 2004 VS.
(IN THOUSANDS OF DOLLARS)                        Q4 2002      Q1 2003       Q2 2003      Q3 2003
- --------------------------------------------   -----------  -----------   -----------  -----------
<S>                                            <C>          <C>           <C>          <C>
Increase (decrease) in gross revenue due to:

Acquisitions completed in current and
prior two years                                    8,200        4,730          10,080      12,832
Net internal growth                                 (721)       9,667           9,399       7,547
</TABLE>

<PAGE>

<TABLE>
<S>                                            <C>          <C>           <C>          <C>
Impact of foreign exchange rates on
revenue earned by foreign subsidiaries            (6,500)      (5,520)         (1,740)     (1,438)
Impact of change in number of weeks
reflected in the quarter                           8,900            _               _           -
Total Increase (decrease) in gross revenue         9.879        8.877          17.739      18.941
                                                   -----        -----          ------      ------
</TABLE>

Effective January 1, 2003, we converted to a 12-period reporting schedule. Each
quarter contains three periods totalling 13 weeks. In 2002 and prior years, we
had a 13-period-per-year reporting schedule. Each of the first, second, and
fourth quarters contained three periods totalling 12 weeks, and the third
quarter contained four periods totalling 16 weeks. As a result, the third
quarter of 2003 included three fewer weeks of activity compared to the third
quarter of 2002, and the fourth quarter of 2003 contained one more week of
activity compared to the fourth quarter of 2002.

GROSS MARGIN

Gross margin as a percentage of net revenue was 52.1% for Q3 04, compared to
52.6% for Q3 03, with a year-to-date gross margin of 53.2% for 2004, compared to
52.6% for 2003. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenue. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 37.7%
for Q3 04, compared to 38.1% for Q3 03. On a year-to-date basis, administrative
and marketing expenses were 40.4% for 2004, compared to 39.5% for 2003 and to
our annual expectation of between 39 and 41%. Administrative and marketing
expenses may fluctuate from quarter to quarter as a result of the amount of
staff time charged to marketing and administrative labor, which is influenced by
the mix of projects in progress and being pursued during the quarter. During the
third quarter of 2004, a greater proportion of total staff time was charged to
projects, which resulted in lower administrative and marketing labor costs. In
addition, the integration of the Sear-Brown acquisition completed in the second
quarter of 2004 resulted in an increase in administrative costs during that
quarter. These costs were lower in the third quarter as integration of these
operations continued.

DEPRECIATION OF PROPERTY AND EQUIPMENT

We implemented our new enterprise management system in Q4 03, and depreciation
on the capital assets related to the system began during that quarter.
Consequently, the first three quarters of 2004 reflect additional depreciation
on these assets of approximately $450,000 per quarter over the same quarters in
2003.

AMORTIZATION OF INTANGIBLE ASSETS

The timing of completed acquisitions, as well as the type of intangible assets
acquired, impacts the amount of amortization of intangible assets. Client
relationships and other intangible assets are amortized over estimated useful
lives ranging from 10 to 15 years, whereas contract backlog is amortized over an
estimated useful life of generally less than one year. As a result, the impact
of amortization of contract backlog can be significant in the two to three
quarters following an acquisition. During Q3 04, $261,000 of the amortization
expense recorded related to contract backlog ($87,000 - Q3 03), and $183,000
related to client relationships and other intangible assets ($138,000 - Q3 03).
On a year-to-date basis, $539,000 of the amortization expense recorded related
to contract backlog ($384,000 - 2003), and $502,000 related to client
relationships and other intangible assets ($383,000 - 2003). As at September 30,
2004, contract backlog was fully amortized.

SHARE OF INCOME FROM ASSOCIATED COMPANIES

Our investment in Teshmont Consultants Inc. is accounted for using the equity
method of accounting. During Q1 03, Teshmont Consultants Inc. disposed of a
portion of its business. The

<PAGE>

resulting gain, net of tax, accounted for $430,000 of the income from associated
companies reported in 2003.

INCOME TAXES

Our effective tax rate for 2004 is 35.0%, compared to 36.7% for the year ended
December 31, 2003. Our estimated tax rate is adjusted quarterly, based on
changes in statutory rates in the jurisdictions in which we operate as well as
our estimated earnings in each of these jurisdictions.

FINANCIAL CONDITION AND LIQUIDITY

During the first three quarters of 2004, our net increase in cash was $9.0
million, compared to a net decrease of $16.5 million in the first three quarters
of 2003. Improved cash flows from operating activities in 2004 of $10.0 million,
an increase in long-term debt and short-term bank financing of $24.7 million,
and a decrease in the amount invested in property and equipment in 2004 of $9.1
million were offset by additional investments made in 2004 for acquisitions
($9.1 million) and short-term investments ($7.3 million).

We continue to make a concerted effort to reduce the level of investment we
carry in costs and estimated earnings in excess of billings and in accounts
receivable. We decreased this level during the third quarter of 2004 to 110 days
from the 116 days reported at the end of Q2 04, and we expect to continue this
reduction until we reach the levels achieved prior to the implementation of our
new enterprise management system.

Subsequent to the quarter-end, we completed the acquisition of Dunlop Architects
Inc. for an initial cash payment of $3.0 million and promissory notes of $3.0
million. We also expect to finalize the sale and leaseback of Stantec Centre for
net proceeds of approximately $32 million. These proceeds will be used to
eliminate our first mortgage and construction loan of approximately $16.0
million. The remaining proceeds will be used to reduce our bank indebtedness.

                                      -end-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.40
<SEQUENCE>43
<FILENAME>t17577exv99w40.txt
<DESCRIPTION>EX-99.40
<TEXT>
<PAGE>

                                                                          ITEM 8

[STANTEC LOGO]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, A.P. Franceschini, President & CEO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending
      September 30, 2004;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

October 20, 2004

"Signed"

A.P. Franceschini, P.Eng.
President & CEO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.41
<SEQUENCE>44
<FILENAME>t17577exv99w41.txt
<DESCRIPTION>EX-99.41
<TEXT>
<PAGE>

                                                                          ITEM 8

[LOGO STANTEC]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, D.W. Wilson, Vice President & CFO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending
      September 30, 2004;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

October 25, 2004

"Signed"

D.W. Wilson, CA Vice
President & CFO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.42
<SEQUENCE>45
<FILENAME>t17577exv99w42.txt
<DESCRIPTION>EX-99.42
<TEXT>
<PAGE>

                                  Stantec Inc.
                                      2004
                              Third Quarter Report

                         Nine Months Ended September 30

stantec.com

10160-112 STREET
EDMONTON AB CANADA T5K 2L6
ir@stantec.com

[LOGO SATNTEC]

[LOGO YEARS]

<PAGE>

THIRD QUARTER 2004 FINANCIAL HIGHLIGHTS

- -     Gross revenue for the third quarter of 2004 increased 15.7% to $139.8
      million, compared to $120.8 million for the third quarter of 2003, with a
      year-to-date increase of 13.1% to $393.9 million.

- -     Net income for the third quarter of 2004 increased 17.1% to $8.5 million,
      compared to $7.3 million for the third quarter of 2003, with a
      year-to-date increase of 10.0% to $20.6 million.

- -     Basic earnings per share for the third quarter of 2004 were 15.0% higher
      at $0.46, versus $0.40 for the third quarter of 2003, with a year-to-date
      increase of 9.8% to $1.12.

- -     The Company appointed Ms. Susan E. Hartman and Mr. Robert R. Mesel to the
      Stantec Board of Directors effective November 4, 2004.

REPORT TO SHAREHOLDERS

I am pleased to report increases in net income and basic earnings per share of
17.1% and 15.0% respectively for the third quarter of 2004.

Our performance for the quarter reflects improvement in our administrative and
marketing expenses following the integration of new staff and systems from the
firms we acquired in the first quarter of the year. On a year-to-date basis, our
administrative and marketing expenses as a percentage of net revenue were 40.4%
for the first three quarters of 2004, compared to 41.9% at the end of the second
quarter.

During the third quarter, we continued to make progress in improving our level
of billings and collections, which had a positive impact on our cash position.
At quarter-end, our investment in costs and estimated earnings in excess of
billings amounted to 34 days of revenue, compared to 52 days at the beginning of
2004 and 32 days prior to the implementation of our new enterprise management
system. We are now focusing on reducing our level of investment in accounts
receivable.

New project awards during the quarter once again illustrated our ability to
respond to the needs of our marketplace. In particular, strong project demand
continues in the Environment market segment across the Company. In the US
Southwest & West, we secured an assignment to provide a comprehensive range of
services for an environmental improvement program at Lake Tahoe Basin in El
Dorado County, California. This three-year contract involving environmental
consulting, civil and transportation engineering, public outreach, project
programming and administration, geomatics, construction staking and observation,
materials testing, and other related services will

<PAGE>

require multiteam project delivery from our Environment, Transportation, Urban
Land, and Buildings groups. During the quarter, work also began on the upgrade
of the Walton Lake Water Treatment Plant in Georgetown, California; the design
and construction management of a waterline and relief sewers at Arizona State
University in Tempe, Arizona; and the design of a water reuse pump station and
transmission line in Clarksdale, Arizona.

In the US Southeast, we were awarded an assignment to develop a plan and design
for restoring 3,490 linear feet (1,064 linear metres) of stream and 0.75 acres
(0.3 hectares) of wetland in Columbus County, North Carolina, for the North
Carolina Ecosystem Enhancement Program. Our team will also provide construction
oversight services and carry out the first year of monitoring for the stream and
wetland restoration.

Other notable environmental projects obtained during the quarter included the
design and construction administration of a new municipal water system for
Campbell, New York; the detailed design and contract administration of an
expansion of the Ayr Wastewater Treatment Plant in Ayr, Ontario; the development
of a master plan for wastewater treatment in Drumheller, Alberta; and the design
of an upgrade of the Grande Prairie Wastewater Treatment Plant in Grande
Prairie, Alberta. Our Environmental Management team also secured a contract to
conduct a study of aquatic ecosystem monitoring throughout the province of
Alberta for Alberta Environment.

Subsequent to the end of the third quarter, we added Dunlop Architects--a
100-person architectural practice based in Toronto, Ontario--to our Company. The
completion of this acquisition not only expanded our Architecture & Interior
Design group Company-wide but also enhanced our presence in the Greater Toronto
Area.

Clearly, the third quarter of 2004 was active and productive for our Company,
reflecting our commitment to continuing to pursue our objective of orderly and
profitable growth.

Tony Franceschini, P.Eng.
President & CEO
November 4, 2004

<PAGE>

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                              SEPTEMBER 30       December 31
(Columnar figures stated in thousands of Canadian dollars)        2004               2003
- ----------------------------------------------------------    ------------       ------------
                                                               Unaudited
<S>                                                           <C>                <C>
ASSETS
CURRENT
Cash and cash equivalents                                     $     16,334       $      7,343
Short-term investments                                               7,314                  -
Accounts receivable                                                115,151             87,101
Costs and estimated earnings in excess of billings                  50,118             67,094
Income taxes recoverable                                                 -              6,921
Prepaid expenses                                                     4,989              3,246
Future income tax assets                                             7,545              5,924
                                                              ------------       ------------
                                                                   201,451            177,629
Property and equipment                                              71,170             67,670
Investment in associated companies                                   1,935              1,844
Investments - other                                                  1,074              1,137
Goodwill                                                            82,397             69,696
Intangible assets                                                    6,563              5,112
Future income tax assets                                             4,997              3,487
                                                              ------------       ------------

                                                              $    369,587       $    326,575
                                                              ------------       ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness                                             $     27,898       $     17,151
Accounts payable and accrued liabilities                            75,043             70,255
Billings in excess of costs and estimated earnings                  17,237             16,882
Income taxes payable                                                 3,095                  -
Current portion of long-term debt [note 4]                          15,870             13,416
Future income tax liabilities                                       10,743             10,802
                                                              ------------       ------------
                                                                   149,886            128,506
Long-term debt [note 4]                                             30,530             31,159
Future income tax liabilities                                        8,942              6,382
                                                              ------------       ------------
                                                                   189,358            166,047
                                                              ------------       ------------

SHAREHOLDERS' EQUITY
Share capital [note 5]                                              85,229             84,281
Contributed surplus [note 5]                                         2,354              1,842
Cumulative translation account                                     (15,675)           (13,861)
Retained earnings                                                  108,321             88,266
                                                              ------------       ------------
                                                                   180,229            160,528
                                                              ------------       ------------

                                                              $    369,587       $    326,575
                                                              ------------       ------------
</TABLE>

See accompanying notes

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
                                                               For the quarter ended         For the three quarters ended
(Columnar figures stated in thousands                                September 30                    September 30
of Canadian dollars except per share amounts)(Unaudited)       2004             2003             2004             2003
- --------------------------------------------------------   ------------     ------------     ------------     ------------
                                                                              Restated                          Restated
                                                                              [note 2]                          [note 2]
<S>                                                        <C>              <C>              <C>              <C>
INCOME
GROSS REVENUE                                              $    139,751     $    120,810     $    393,883     $    348,326
Less subconsultant and other direct expenses                     19,941           19,094           51,797           49,780
                                                           ------------     ------------     ------------     ------------
NET REVENUE                                                     119,810          101,716          342,086          298,546
Direct payroll costs                                             57,366           48,250          160,131          141,425
                                                           ------------     ------------     ------------     ------------
GROSS MARGIN                                                     62,444           53,466          181,955          157,121
Administrative and marketing expenses                            45,202           38,710          138,319          117,792
Depreciation of property and equipment                            3,253            2,351            8,865            6,920
Amortization of intangible assets                                   444              225            1,041              767
Net interest expense                                                855              592            2,354            2,053
Foreign exchange losses                                              27              153                8              496
Share of income from associated companies                          (105)             (27)            (311)            (496)
                                                           ------------     ------------     ------------     ------------

INCOME BEFORE INCOME TAXES                                       12,768           11,462           31,679           29,589
                                                           ------------     ------------     ------------     ------------
INCOME TAXES
Current                                                           5,090            5,957           12,147           11,230
Future                                                             (810)          (1,746)          (1,059)            (361)
                                                           ------------     ------------     ------------     ------------
                                                                  4,280            4,211           11,088           10,869
                                                           ------------     ------------     ------------     ------------

NET INCOME FOR THE PERIOD                                  $      8,488     $      7,251     $     20,591     $     18,720
                                                           ------------     ------------     ------------     ------------

RETAINED EARNINGS, BEGINNING OF PERIOD,
AS PREVIOUSLY REPORTED                                     $     99,927     $     76,220     $     88,266     $     64,905
Prior period adjustment [note 2]                                      -           (1,004)               -             (665)
                                                           ------------     ------------     ------------     ------------

RETAINED EARNINGS, BEGINNING OF PERIOD, AS RESTATED              99,927           75,216           88,266           64,240
Net income for the period                                         8,488            7,251           20,591           18,720
Shares repurchased [note 5]                                         (94)            (242)            (536)            (735)
                                                           ------------     ------------     ------------     ------------
RETAINED EARNINGS, END OF PERIOD                           $    108,321     $     82,225     $    108,321     $     82,225
                                                           ------------     ------------     ------------     ------------

Weighted average number of shares outstanding - basic        18,494,582       18,338,988       18,460,281       18,328,186
                                                           ------------     ------------     ------------     ------------
Weighted average number of shares outstanding - diluted      19,272,243       19,137,628       19,230,695       19,115,347
                                                           ------------     ------------     ------------     ------------
Shares outstanding, end of period                            18,503,518       18,336,584       18,503,518       18,336,584
                                                           ------------     ------------     ------------     ------------
EARNINGS PER SHARE
Basic [note 2]                                             $       0.46     $       0.40     $       1.12     $       1.02
                                                           ------------     ------------     ------------     ------------
Diluted [note 2]                                           $       0.44     $       0.38     $       1.07     $       0.98
                                                           ------------     ------------     ------------     ------------
</TABLE>

See accompanying notes

<PAGE>

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                          For the quarter ended       For the three quarters ended
(Columnar figures stated in thousands of Canadian               September 30                    September 30
dollars)(Unaudited)                                         2004           2003          2004            2003
                                                          ----------    ---------     -----------     ------------
<S>                                                       <C>           <C>           <C>             <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                $ 146,361     $ 111,915     $   414,403     $   339,280
Cash paid to suppliers                                      (42,508)      (19,894)       (128,274)        (91,057)
Cash paid to employees                                      (81,008)      (66,998)       (245,454)       (209,915)
Dividends from equity investments                                 -             -             200               -
Interest received                                             1,605           765           5,100           1,931
Interest paid                                                (2,062)       (1,233)         (6,798)         (3,707)
Income taxes paid                                            (2,578)       (2,202)         (3,302)        (10,648)
                                                          ----------    ---------     -----------     -----------

CASH FLOWS FROM OPERATING ACTIVITIES                         19,810        22,353          35,875          25,884
                                                          ----------    ---------     -----------     -----------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and
 bank indebtedness assumed [note 3]                            (754)          (35)        (15,024)         (5,946)
Purchase of short-term investments                           (1,351)            -          (7,314)              -
Proceeds on disposition of investments                            -           133              55             195
Purchase of property and equipment                           (3,644)       (6,912)        (11,576)        (20,646)
Proceeds from disposition of property and equipment             301            27             559           1,423
                                                          ----------    ---------     -----------     -----------

CASH FLOWS USED IN INVESTING ACTIVITIES                      (5,448)       (6,787)        (33,300)        (24,974)
                                                          ----------    ---------     -----------     -----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Repayment of long-term debt                                  (6,410)       (4,486)        (18,519)        (15,866)
Proceeds from long-term borrowings                                -             -          13,960               -
Net change in bank indebtedness financing                    (6,314)       (5,381)         10,747              54
Repurchase of shares for cancellation [note 5]                 (117)         (317)           (661)           (994)
Proceeds from issue of share capital [note 5]                   137            71           1,055             582
                                                          ----------    ---------     -----------     -----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES              (12,704)      (10,113)          6,582         (16,224)
                                                          ----------    ---------     -----------     -----------

FOREIGN EXCHANGE LOSS ON CASH HELD IN FOREIGN CURRENCY         (212)         (705)           (166)         (1,169)
                                                          ----------    ---------     -----------     -----------

NET INCREASE (DECREASE) IN CASH                               1,446         4,748           8,991         (16,483)
Cash, beginning of the period                                14,888         7,971           7,343          29,202
                                                          ----------    ---------     -----------     -----------

CASH, END OF THE PERIOD                                   $  16,334     $  12,719     $    16,334     $    12,719
                                                          ----------    ---------     -----------     -----------
</TABLE>

See accompanying notes

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles on a basis
consistent with those used in the preparation of the annual December 31, 2003,
consolidated financial statements. Because the disclosures included in these
interim financial statements do not conform in all respects to the requirements
of generally accepted accounting principles for annual financial statements,
these financial statements should be read in conjunction with the December 31,
2003, annual consolidated financial statements. In management's opinion, the
interim consolidated financial statements include all the adjustments necessary
to present fairly such interim financial statements. The consolidated statements
of income and retained earnings and cash flows for interim periods are not
necessarily indicative of results on an annual basis due to seasonal and
short-term variations as well as the timing of acquisitions, if any, during
interim periods.

2. PRIOR PERIOD ADJUSTMENT

In the fourth quarter of 2003, the Company determined, with the assistance of an
independent valuator, that intangible assets acquired in post June 30, 2001,
acquisitions had not been properly identified and valued in the purchase
allocation. As a result, a portion of the purchase price from these acquisitions
was allocated to identifiable intangible assets (contract backlog, client
relationships, technology, and non-compete agreements). The adjustment was made
retroactively and resulted in the following changes to previously reported
financial information:

<TABLE>
<CAPTION>

                                                                  Quarter ended     Three quarters ended
(in thousands of dollars, except earnings per share amounts)   September 30, 2003    September 30, 2003
                                                               ------------------   --------------------
                                                                        Increase               Increase
                                                                       (Decrease)            (Decrease)
<S>                                                            <C>                  <C>
Amortization of intangible assets                              $             225    $                767
Income before income taxes                                                  (225)                   (767)
Income taxes                                                                 (84)                   (287)
Net income for the period                                                   (141)                   (480)
Retained earnings, beginning of the period                                (1,004)                   (665)
Goodwill acquired [note 3]                                                     -                    (850)
Intangible assets acquired [note 3]                                            -                   1,344
Future income tax liabilities acquired [note 3]                                -                     494
Earnings per share - basic                                                     -                   (0.03)
Earnings per share - diluted                                               (0.01)                  (0.02)
                                                               -----------------    --------------------
</TABLE>
<PAGE>

3. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, the additional consideration payable based on future
performance parameters may be adjusted upward or downward. As at September 30,
2004, the maximum contingent consideration that may be payable in 2004 and
future years is approximately $1,116,000. Such additional consideration is
recorded as additional goodwill in the period in which confirmation of the
consideration to be paid is known.

During the first three quarters of 2004, the Company acquired the shares and
businesses of The Sear-Brown Group, Inc. (April 2, 2004) and GBR Architects
Limited (May 31, 2004) and reduced the purchase price in connection with the
Cosburn Patterson Mather Limited (2002), The Spink Corporation (2001), the APAI
Architecture Inc. (2003), the Ecological Services Group Inc. (2003), and The RPA
Group (2002) acquisitions pursuant to price adjustment clauses in the purchase
agreements.

During the first three quarters of 2003, the Company acquired the shares and
businesses of APAI Architecture Inc. and Mandalian Enterprises Limited and of
Ecological Services Group Inc. for consideration consisting of cash and
promissory notes. The Company also paid additional contingent consideration in
connection with the Cosburn Patterson Mather Limited (2002) acquisition and
reduced the purchase price on the English Harper Reta Architects (2002), Site
Consultants Inc. (2002), Beak International Incorporated (2002), and GeoViro
Engineering Ltd. (2002) acquisitions pursuant to price adjustment clauses
included in the purchase agreements.

Details of the aggregate consideration given and the fair values of net assets
acquired or adjusted for the first three quarters of each year are as follows:

<TABLE>
<CAPTION>
                                                      Three quarters
                                                    ended September 30
                                                   ---------------------
(in thousands of dollars)                            2004         2003
                                                   --------     --------
<S>                                                <C>          <C>
Cash consideration                                 $  8,811     $  4,200
     Promissory notes, due 2003 through 2007            199        5,009
                                                   --------     --------
PURCHASE PRICE                                     $  9,010     $  9,209
                                                   --------     --------
 Assets and liabilities acquired at fair values
  Bank indebtedness assumed                        $ (6,213)     $(1,7)6
  Non-cash working capital                            3,536        3,504
  Investments                                             -           57
  Property and equipment                              2,627        1,301
  Goodwill [note 2]                                  14,002        5,809
  Intangible assets [note 2]
   Client relationships                               2,045          789
   Contract backlog                                     526          355
   Technology                                             -          200
  Long-term debt                                     (7,073)        (649)
  Future income taxes [note 2]                         (440)        (411)
                                                   --------     --------
NET ASSETS ACQUIRED                                $  9,010     $  9,209
                                                   --------     --------
</TABLE>

All of the goodwill is non-deductible for income tax purposes.

<PAGE>

4. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                            SEPTEMBER 30    DECEMBER 31
(in thousands of dollars)                       2004           2003
                                            ------------    -----------
<S>                                         <C>             <C>
Non-interest bearing note payable           $        109    $       102
Other non-interest bearing notes payable           8,079         14,436
Bank loan                                         25,102         19,186
Mortgages payable                                 10,326         10,609
Other                                              2,784            242
                                            ------------    ------------
                                                  46,400         44,575
Less current portion                              15,870         13,416
                                            ------------    ------------
                                            $     30,530    $    31,159
                                            ------------    ------------
</TABLE>

All of the Company's assets are held as collateral under a general security
agreement for the bank indebtedness and bank loan. The mortgages payable are
supported by first mortgages against land and buildings.

The interest expense on long-term debt in Q3 04 was $509,000 (Q3 03 - $637,000),
with a year-to-date expense of $1,708,000 (2003 - $2,068,000).

5. SHARE CAPITAL

<TABLE>
<CAPTION>

                                                                       CAPITAL STOCK                           CONTRIBUTED SURPLUS
                                                  -----------------------------------------------------       ---------------------
                                                            2004                          2003                  2004         2003
                                                  ------------------------     ------------------------       -------      --------
                                                  # OF COMMON                  # of Common
(in thousands of dollars)                              SHARES            $          Shares            $             $             $
                                                  -----------       ------     -----------       ------       -------      --------
<S>                                               <C>               <C>        <C>               <C>          <C>          <C>
BALANCE, BEGINNING OF THE YEAR                     18,327,284       84,281      18,282,720       83,973         1,842         1,247
Share options exercised for cash                      155,434          855          78,164          419
Stock-based compensation expense                          178          148
Shares repurchased under normal course
 issuer bid                                           (17,900)         (83)        (21,100)         (97)           (1)           (3)
                                                  -----------       ------      ----------       ------         -----         -----
BALANCE, AS AT MARCH 31                            18,464,818       85,053      18,339,784       84,295         2,019         1,392
Share options exercised for cash                       15,500           63          18,000           92
Stock-based compensation expense                                                                                  176           147
Reclassification of fair value of stock options
 previously expensed                                                    15                                                      (15)
Shares repurchased under normal course
 issuer bid                                            (4,000)         (18)        (18,000)         (83)           (1)
                                                  -----------       ------      ----------       ------         -----         -----
BALANCE, AS AT JUNE 30                             18,476,318       85,113      18,339,784       84,304         2,179         1,539
Share options exercised for cash                       32,000          137          13,000           71
Stock-based compensation expense                                                                                  176           148
Shares repurchased under normal course
 issuer bid                                            (4,800)         (21)        (16,200)         (74)           (1)           (2)
                                                  -----------       ------      ----------       ------         -----         -----
BALANCE, AS AT SEPTEMBER 30                        18,503,518       85,229      18,336,584       84,301         2,354         1,685
                                                  -----------       ------      ----------       ------         -----         -----
</TABLE>

During 2004, 26,700 common shares (2003 - 55,300) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$661,000 (2003 - $994,000). Of this amount, $122,000 and

<PAGE>

$3,000 (2003 - $254,000 and $5,000) reduced the share capital and contributed
surplus accounts respectively, with $536,000 (2003 - $735,000) being charged to
retained earnings.

During 2004, the Company recognized a stock-based compensation expense of
$706,000 (2003 -$490,000) in administrative and marketing expenses. The amount
relating to the fair value of the options granted ($530,000; 2003 - $443,000)
was reflected through contributed surplus, and the amount relating to deferred
share unit compensation ($176,000; 2003 - $47,000) was reflected through accrued
liabilities. Upon the exercise of share options for which a stock-based
compensation expense has been recognized, the cash paid together with the
related portion of contributed surplus is credited to share capital.

6. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian Institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
reported to the CEO and were included in the Other reportable segment. In the
second quarter of 2004, an additional operating segment was added upon the
acquisition of The Sear-Brown Group, Inc. The new segment has been aggregated
into the Consulting Services reportable segment.

The Design Build operating segment consisted of the operations of our 50% share
of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as assets
held for sale pending the finalization of an agreement to sell our interest. The
sale was finalized in Q3 04.

Effective January 1, 2004, because of the sale of our Design Build operation and
because our Technology segment and corporate administration groups are not
material, all operations of the Company are included in one reportable segment
as Consulting Services.

7. EMPLOYEE FUTURE BENEFITS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The

<PAGE>

Company accounts for such contributions as an expense in the period in which the
contributions are made. The expense recorded in Q3 04 was $1,774,000 (Q3 03 -
$1,552,000), with a year-to-date expense of $5,562,000 (2003 - $4,552,000).

8. SUBSEQUENT EVENTS

Subsequent to September 30, 2004, the Company entered into a sale and leaseback
agreement, subject to conditions, in connection with Stantec Centre located in
Edmonton, Alberta. It is expected that the transaction will be finalized and
reflected during the last quarter of 2004. The anticipated net proceeds expected
to be received on the sale of the building, approximately $32 million, will be
used to eliminate the first mortgage and construction loan currently outstanding
on this property. The remaining proceeds will be used to reduce the balance used
under our current operating facility. Any gain realized on the sale of the
building will be deferred and amortized into income over the term of the new
operating lease.

Subsequent to the quarter-end, the Company acquired the shares and businesses of
Dunlop Architects Inc. for consideration consisting of cash and promissory notes
totalling $6 million.

9. COMPARATIVE FIGURES

Certain comparative figures have been reclassified from statements previously
presented to conform to the presentation adopted for the current year.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis, dated October 22, 2004, of Stantec's operations
and financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 Third Quarter Report. The Company continues
to use the same accounting policies and methods as those used in 2003.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We may refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. Net revenue is defined
as gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

OVERVIEW OF THIRD QUARTER 2004

- -     During the third quarter of 2004, we reduced our level of investment in
      costs and estimated earnings in excess of billings and in accounts
      receivable (i.e., number of days' revenues) to 110 days at the end of the
      third quarter from 116 days at the end of the second quarter.

<PAGE>

- -     We reduced our administrative and marketing expenses as a percentage of
      net revenue on a year- to-date basis to 40.4% from 41.9% at the end of the
      second quarter.

- -     We completed the conversion of the operations of GBR Architects Limited to
      our enterprise management system.

- -     We finalized the sale of our 50% interest in Lockerbie Stanley Inc.

KEY OPERATING RESULTS

The table below summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
on a quarter-to-quarter basis:

<TABLE>
<CAPTION>

                                                              QUARTER ENDED SEP 30           THREE QUARTERS ENDED SEP 30
                                                        -------------------------------     ------------------------------
                                                        % OF NET REVENUE    % INCREASE*     % OF NET REVENUE    % INCREASE*
                                                        -------------------------------     ------------------------------
                                                        2004      2003     2004VS. 2003      2004       2003   2004VS.2003
                                                        -----    -------   ------------     ------     -----   -----------
<S>                                                     <C>      <C>       <C>              <C>        <C>     <C>
GROSS REVENUE                                           116.6%     118.8%          15.7%     115.1%    116.7%         13.1%
NET REVENUE                                             100.0%     100.0%          17.8%     100.0%    100.0%         14.6%
Direct payroll costs                                     47.9%      47.4%          18.9%      46.8%     47.4%         13.2%
GROSS MARGIN                                             52.1%      52.6%          16.8%      53.2%     52.6%         15.8%
Administrative and marketing expenses                    37.7%      38.1%          16.8%      40.4%     39.5%         17.4%
Depreciation of property and equipment                    2.7%       2.3%          38.4%       2.6%      2.3%         28.1%
Amortization of intangible assets                         0.4%       0.2%          97.3%       0.3%      0.2%         35.7%
Net interest expense                                      0.7%       0.6%          44.4%       0.7%      0.7%         14.7%
Foreign exchange losses                                   0.0%       0.2%         (82.4%)      0.0%      0.2%        (98.4%)
Share of income from associated companies                 0.1%       0.0%         288.9%       0.1%      0.2%        (37.3%)
INCOME BEFORE INCOME TAXES                               10.7%      11.2%          11.4%       9.3%      9.9%          7.1%
Income taxes                                              3.6%       4.1%           1.6%       3.3%      3.6%          2.0%
NET INCOME FOR THE PERIOD                                 7.1%       7.1%          17.1%       6.0%      6.3%         10.0%

OUTSTANDING COMMON SHARES - AS AT SEPTEMBER 30, 2004                                    18,503,518
OUTSTANDING COMMON SHARES - AS AT OCTOBER 22, 2004                                      18,502,318
OUTSTANDING SHARE OPTIONS - AS AT SEPTEMBER 30, 2004                                     1,276,166
OUTSTANDING SHARE OPTIONS - AS AT OCTOBER 22, 2004                                       1,276,166
</TABLE>

- ---------
*% increase calculated based on the dollar change from the comparable period.

The following table sets forth selected data derived from our unaudited
consolidated financial statements for the eight previous quarters ended
September 30, 2004. This table has been prepared in accordance with Canadian
generally accepted accounting principles. This information should be read in
conjunction with the consolidated financial statements and related notes
thereto.

<PAGE>

QUARTERLY UNAUDITED FINANCIAL INFORMATION (in thousands of dollars, except
earnings per share amounts)

<TABLE>
<CAPTION>
                   DEC 31, 2003       MAR 31, 2004      JUN 30, 2004      SEP 30, 2004
                   ------------       ------------      ------------      ------------
<S>                <C>                <C>               <C>               <C>
Gross revenue           111,616            117,317           136,815           139,751
Net income                6,350              5,658             6,445             8,488
EPS - basic                0.35               0.31              0.35              0.46
EPS - diluted              0.33               0.30              0.33              0.44
</TABLE>

<TABLE>
<CAPTION>

                   DEC 31, 2002       MAR 31, 2003      JUN 30, 2003      SEP 30, 2003
                   ------------       ------------      ------------      ------------
<S>                <C>                <C>               <C>               <C>
Gross revenue           101,737            108,440           119,076           120,810
Net income                5,659              5,012             6,457             7,251
EPS - basic                0.31               0.27              0.35              0.40
EPS - diluted              0.30               0.26              0.34              0.38
</TABLE>

The comparability of our quarterly results are impacted by the following items:

<TABLE>
<CAPTION>
                                                 Q4 2003 VS.     Q1 2004VS.     Q2 2004VS.     Q3 2004VS.
(in thousands of dollars)                            Q4 2002        Q1 2003        Q2 2003        Q3 2003
- ---------------------------------------------    -----------     ----------     ----------     ----------
<S>                                              <C>             <C>            <C>            <C>
INCREASE (DECREASE) IN GROSS REVENUE DUE TO
Acquisitions completed in current
and prior two years                                    8,200          4,730         10,080         12,832
Net internal growth                                     (721)         9,667          9,399          7,547
Impact of foreign exchange rates on revenue
 earned by foreign subsidiaries                       (6,500)        (5,520)        (1,740)        (1,438)
Impact of change in number of weeks reflected
 in the quarter                                        8,900              -              -              -
                                                      ------         ------         ------         ------
TOTAL INCREASE (DECREASE) IN GROSS REVENUE             9,879          8,877         17,739         18,941
                                                      ------         ------         ------         ------
</TABLE>

Effective January 1, 2003, we converted to a 12-period reporting schedule. Each
quarter contains three periods totalling 13 weeks. In 2002 and prior years, we
had a 13-period-per-year reporting schedule. Each of the first, second, and
fourth quarters contained three periods totalling 12 weeks, and the third
quarter contained four periods totalling 16 weeks. As a result, the third
quarter of 2003 included three fewer weeks of activity compared to the third
quarter of 2002, and the fourth quarter of 2003 contained one more week of
activity compared to the fourth quarter of 2002.

GROSS MARGIN

Gross margin as a percentage of net revenue was 52.1% for Q3 04, compared to
52.6% for Q3 03, with a year-to-date gross margin of 53.2% for 2004, compared to
52.6% for 2003. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenue. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

<PAGE>

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 37.7%
for Q3 04, compared to 38.1% for Q3 03. On a year-to-date basis, administrative
and marketing expenses were 40.4% for 2004, compared to 39.5% for 2003 and to
our annual expectation of between 39 and 41%. Administrative and marketing
expenses may fluctuate from quarter to quarter as a result of the amount of
staff time charged to marketing and administrative labor, which is influenced by
the mix of projects in progress and being pursued during the quarter. During the
third quarter of 2004, a greater proportion of total staff time was charged to
projects, which resulted in lower administrative and marketing labor costs. In
addition, the integration of the Sear-Brown acquisition completed in the second
quarter of 2004 resulted in an increase in administrative costs during that
quarter. These costs were lower in the third quarter as integration of these
operations continued.

DEPRECIATION OF PROPERTY AND EQUIPMENT

We implemented our new enterprise management system in Q4 03, and depreciation
on the capital assets related to the system began during that quarter.
Consequently, the first three quarters of 2004 reflect additional depreciation
on these assets of approximately $450,000 per quarter over the same quarters in
2003.

AMORTIZATION OF INTANGIBLE ASSETS

The timing of completed acquisitions, as well as the type of intangible assets
acquired, impacts the amount of amortization of intangible assets. Client
relationships and other intangible assets are amortized over estimated useful
lives ranging from 10 to 15 years, whereas contract backlog is amortized over an
estimated useful life of generally less than one year. As a result, the impact
of amortization of contract backlog can be significant in the two to three
quarters following an acquisition. During Q3 04, $261,000 of the amortization
expense recorded related to contract backlog ($87,000 - Q3 03), and $183,000
related to client relationships and other intangible assets ($138,000 - Q3 03).
On a year-to-date basis, $539,000 of the amortization expense recorded related
to contract backlog ($384,000 - 2003), and $502,000 related to client
relationships and other intangible assets ($383,000 - 2003). As at September 30,
2004, contract backlog was fully amortized.

SHARE OF INCOME FROM ASSOCIATED COMPANIES

Our investment in Teshmont Consultants Inc. is accounted for using the equity
method of accounting. During Q1 03, Teshmont Consultants Inc. disposed of a
portion of its business. The resulting gain, net of tax, accounted for $430,000
of the income from associated companies reported in 2003.

<PAGE>

INCOME TAXES

Our effective tax rate for 2004 is 35.0%, compared to 36.7% for the year ended
December 31, 2003. Our estimated tax rate is adjusted quarterly, based on
changes in statutory rates in the jurisdictions in which we operate as well as
our estimated earnings in each of these jurisdictions.

FINANCIAL CONDITION AND LIQUIDITY

During the first three quarters of 2004, our net increase in cash was $9.0
million, compared to a net decrease of $16.5 million in the first three quarters
of 2003. Improved cash flows from operating activities in 2004 of $10.0 million,
an increase in long-term debt and short-term bank financing of $24.7 million,
and a decrease in the amount invested in property and equipment in 2004 of $9.1
million were offset by additional investments made in 2004 for acquisitions
($9.1 million) and short-term investments ($7.3 million).

We continue to make a concerted effort to reduce the level of investment we
carry in costs and estimated earnings in excess of billings and in accounts
receivable. We decreased this level during the third quarter of 2004 to 110 days
from the 116 days reported at the end of Q2 04, and we expect to continue this
reduction until we reach the levels achieved prior to the implementation of our
new enterprise management system.

Subsequent to the quarter-end, we completed the acquisition of Dunlop Architects
Inc. for an initial cash payment of $3.0 million and promissory notes of $3.0
million. We also expect to finalize the sale and leaseback of Stantec Centre for
net proceeds of approximately $32 million. These proceeds will be used to
eliminate our first mortgage and construction loan of approximately $16.0
million. The remaining proceeds will be used to reduce our bank indebtedness.

SHAREHOLDER INFORMATION

TRANSFER AGENT               SECURITIES EXCHANGE LISTING
CIBC Mellon Trust Company    Stantec shares are traded on
Calgary, Alberta             the Toronto Stock Exchange
                             under the symbol STN.
AUDITORS
Ernst & Young LLP            INVESTOR RELATIONS
Chartered Accountants        Stantec Inc.
Edmonton, Alberta            10160 - 112 Street
                             Edmonton AB
PRINCIPAL BANK               Canada T5K 2L6
Canadian Imperial Bank of    Tel: (780) 917-7000
Commerce                     Fax: (780) 917-7330
                             ir@stantec.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.43
<SEQUENCE>46
<FILENAME>t17577exv99w43.txt
<DESCRIPTION>EX-99.43
<TEXT>
<PAGE>

Management's Discussion and Analysis

This discussion and analysis, dated October 22, 2004, of Stantec's operations
and financial position should be read in conjunction with the Company's 2003
consolidated financial statements and related notes, as well as Management's
Discussion and Analysis included in the 2003 Annual Report and the Report to
Shareholders contained in the 2004 Third Quarter Report. The Company continues
to use the same accounting policies and methods as those used in 2003.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We may refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. Net revenue is defined
as gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

OVERVIEW OF THIRD QUARTER 2004

- -     During the third quarter of 2004, we reduced our level of investment in
      costs and estimated earnings in excess of billings and in accounts
      receivable (i.e., number of days' revenues) to 110 days at the end of the
      third quarter from 116 days at the end of the second quarter.

<PAGE>

- -     We reduced our administrative and marketing expenses as a percentage of
      net revenue on a year-to-date basis to 40.4% from 41.9% at the end of the
      second quarter.

- -     We completed the conversion of the operations of GBR Architects Limited to
      our enterprise management system.

- -     We finalized the sale of our 50% interest in Lockerbie Stanley Inc.

KEY OPERATING RESULTS

The table below summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                                          QUARTER ENDED SEP 30         THREE QUARTERS ENDED SEP 30
                                                     -----------------------------  ---------------------------------
                                                     % OF NET REVENUE  % INCREASE*    % OF NET REVENUE    % INCREASE*
                                                     ----------------  -----------  --------------------  -----------
                                                                         2004 VS.                           2004 VS.
                                                      2004     2003        2003      2004        2003        2003
                                                     ------   -------  -----------  ------   -----------  -----------
<S>                                                  <C>      <C>      <C>          <C>      <C>          <C>
GROSS REVENUE                                        116.6%    118.8%      15.7%    115.1%        116.7%     13.1%
NET REVENUE                                          100.0%    100.0%      17.8%    100.0%        100.0%     14.6%
Direct payroll costs                                  47.9%     47.4%      18.9%     46.8%         47.4%     13.2%
GROSS MARGIN                                          52.1%     52.6%      16.8%     53.2%         52.6%     15.8%
Administrative and marketing expenses                 37.7%     38.1%      16.8%     40.4%         39.5%     17.4%
Depreciation of property and equipment                 2.7%      2.3%      38.4%      2.6%          2.3%     28.1%
Amortization of intangible assets                      0.4%      0.2%      97.3%      0.3%          0.2%     35.7%
Net interest expense                                   0.7%      0.6%      44.4%      0.7%          0.7%     14.7%
Foreign exchange losses                                0.0%      0.2%     (82.4%)     0.0%          0.2%    (98.4%)
Share of income from associated companies              0.1%      0.0%     288.9%      0.1%          0.2%    (37.3%)
INCOME BEFORE INCOME TAXES                            10.7%     11.2%      11.4%      9.3%          9.9%      7.1%
Income taxes                                           3.6%      4.1%       1.6%      3.3%          3.6%      2.0%
NET INCOME FOR THE PERIOD                              7.1%      7.1%      17.1%      6.0%          6.3%     10.0%
                                                     -----     -----      -----     -----    ----------     -----
OUTSTANDING COMMON SHARES- AS AT SEPTEMBER 30, 2004                                          18,503,518
OUTSTANDING COMMON SHARES- AS AT OCTOBER 22, 2004                                            18,502,318
OUTSTANDING SHARE OPTIONS- AS AT SEPTEMBER 30, 2004                                           1,276,166
OUTSTANDING SHARE OPTIONS- AS AT OCTOBER 22, 2004                                             1,276,166
                                                                                             ----------
</TABLE>

*%    increase calculated based on the dollar change from the comparable period.

The following table sets forth selected data derived from our unaudited
consolidated financial statements for the eight previous quarters ended
September 30, 2004. This table has been prepared in accordance with Canadian
generally accepted accounting principles. This information should be read in
conjunction with the consolidated financial statements and related notes
thereto.
<PAGE>

QUARTERLY UNAUDITED FINANCIAL INFORMATION (in thousands of dollars, except
earnings per share amounts)

<TABLE>
<CAPTION>
                                  DEC 31, 2003      MAR 31, 2004       JUN 30, 2004        SEP 30, 2004
                                  ------------      ------------       ------------        ------------
<S>                               <C>               <C>                <C>                 <C>
Gross revenue                          111,616           117,317            136,815             139,751
Net income                               6,350             5,658              6,445               8,488
EPS - basic                               0.35              0.31               0.35                0.46
EPS - diluted                             0.33              0.30               0.33                0.44
                                  ============      ============       ============        ============
</TABLE>

<TABLE>
<CAPTION>
                                  DEC 31, 2002      MAR 31, 2003       JUN 30, 2003        SEP 30, 2003
                                  ------------      ------------       ------------        ------------
<S>                               <C>               <C>                <C>                 <C>
Gross revenue                          101,737           108,440            119,076             120,810
Net income                               5,659             5,012              6,457               7,251
EPS - basic                               0.31              0.27               0.35                0.40
EPS - diluted                             0.30              0.26               0.34                0.38
                                  ============      ============       ============        ============
</TABLE>

The comparability of our quarterly results are impacted by the following items:

<TABLE>
<CAPTION>
                                      Q4 2003 VS.       Q1 2004 VS.         Q2 2004 VS.          Q3 2004 VS.
(in thousands of dollars)              Q4 2002            Q1 2003             Q2 2003              Q3 2003
- -------------------------             -----------       -----------         -----------          -----------
<S>                                   <C>               <C>                 <C>                  <C>
INCREASE (DECREASE) IN GROSS REVENUE
DUE TO
Acquisitions completed in current
and prior two years                         8,200             4,730              10,080               12,832
Net internal growth                          (721)            9,667               9,399                7,547
Impact of foreign exchange rates on
 revenue earned by foreign
 subsidiaries                              (6,500)           (5,520)             (1,740)              (1,438)
Impact of change in number of weeks
reflected in the quarter                    8,900                 -                   -                    -
                                      -----------       -----------         -----------          -----------
TOTAL INCREASE (DECREASE)
IN GROSS REVENUE                            9,879             8,877              17,739               18,941
                                      ===========       ===========         ===========          ===========
</TABLE>

Effective January 1, 2003, we converted to a 12-period reporting schedule. Each
quarter contains three periods totalling 13 weeks. In 2002 and prior years, we
had a 13-period-per-year reporting schedule. Each of the first, second, and
fourth quarters contained three periods totalling 12 weeks, and the third
quarter contained four periods totalling 16 weeks. As a result, the third
quarter of 2003 included three fewer weeks of activity compared to the third
quarter of 2002, and the fourth quarter of 2003 contained one more week of
activity compared to the fourth quarter of 2002.

GROSS MARGIN

Gross margin as a percentage of net revenue was 52.1% for Q3 04, compared to
52.6% for Q3 03, with a year-to-date gross margin of 53.2% for 2004, compared to
52.6% for 2003. We expect our annual gross margin in 2004 to be in the range of
52 to 54% of net revenue. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

<PAGE>

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 37.7%
for Q3 04, compared to 38.1% for Q3 03. On a year-to-date basis, administrative
and marketing expenses were 40.4% for 2004, compared to 39.5% for 2003 and to
our annual expectation of between 39 and 41%. Administrative and marketing
expenses may fluctuate from quarter to quarter as a result of the amount of
staff time charged to marketing and administrative labor, which is influenced by
the mix of projects in progress and being pursued during the quarter. During the
third quarter of 2004, a greater proportion of total staff time was charged to
projects, which resulted in lower administrative and marketing labor costs. In
addition, the integration of the Sear-Brown acquisition completed in the second
quarter of 2004 resulted in an increase in administrative costs during that
quarter. These costs were lower in the third quarter as integration of these
operations continued.

DEPRECIATION OF PROPERTY AND EQUIPMENT

We implemented our new enterprise management system in Q4 03, and depreciation
on the capital assets related to the system began during that quarter.
Consequently, the first three quarters of 2004 reflect additional depreciation
on these assets of approximately $450,000 per quarter over the same quarters in
2003.

AMORTIZATION OF INTANGIBLE ASSETS

The timing of completed acquisitions, as well as the type of intangible assets
acquired, impacts the amount of amortization of intangible assets. Client
relationships and other intangible assets are amortized over estimated useful
lives ranging from 10 to 15 years, whereas contract backlog is amortized over an
estimated useful life of generally less than one year. As a result, the impact
of amortization of contract backlog can be significant in the two to three
quarters following an acquisition. During Q3 04, $261,000 of the amortization
expense recorded related to contract backlog ($87,000 - Q3 03), and $183,000
related to client relationships and other intangible assets ($138,000 - Q3 03).
On a year-to-date basis, $539,000 of the amortization expense recorded related
to contract backlog ($384,000 - 2003), and $502,000 related to client
relationships and other intangible assets ($383,000 - 2003). As at September 30,
2004, contract backlog was fully amortized.

SHARE OF INCOME FROM ASSOCIATED COMPANIES

Our investment in Teshmont Consultants Inc. is accounted for using the equity
method of accounting. During Q1 03, Teshmont Consultants Inc. disposed of a
portion of its business. The resulting gain, net of tax, accounted for $430,000
of the income from associated companies reported in 2003.

<PAGE>

INCOME TAXES

Our effective tax rate for 2004 is 35.0%, compared to 36.7% for the year ended
December 31, 2003. Our estimated tax rate is adjusted quarterly, based on
changes in statutory rates in the jurisdictions in which we operate as well as
our estimated earnings in each of these jurisdictions.

FINANCIAL CONDITION AND LIQUIDITY

During the first three quarters of 2004, our net increase in cash was $9.0
million, compared to a net decrease of $16.5 million in the first three quarters
of 2003. Improved cash flows from operating activities in 2004 of $10.0 million,
an increase in long-term debt and short-term bank financing of $24.7 million,
and a decrease in the amount invested in property and equipment in 2004 of $9.1
million were offset by additional investments made in 2004 for acquisitions
($9.1 million) and short-term investments ($7.3 million).

We continue to make a concerted effort to reduce the level of investment we
carry in costs and estimated earnings in excess of billings and in accounts
receivable. We decreased this level during the third quarter of 2004 to 110 days
from the 116 days reported at the end of Q2 04, and we expect to continue this
reduction until we reach the levels achieved prior to the implementation of our
new enterprise management system.

Subsequent to the quarter-end, we completed the acquisition of Dunlop Architects
Inc. for an initial cash payment of $3.0 million and promissory notes of $3.0
million. We also expect to finalize the sale and leaseback of Stantec Centre for
net proceeds of approximately $32 million. These proceeds will be used to
eliminate our first mortgage and construction loan of approximately $16.0
million. The remaining proceeds will be used to reduce our bank indebtedness.

SHAREHOLDER INFORMATION

<TABLE>
<S>                                 <C>
TRANSFER AGENT                      SECURITIES EXCHANGE LISTING
CIBC Mellon Trust Company           Stantec shares are traded on
Calgary, Alberta                    the Toronto Stock Exchange
                                    under the symbol STN.
AUDITORS
Ernst & Young LLP                   INVESTOR RELATIONS
Chartered Accountants               Stantec Inc.
Edmonton, Alberta                   10160 - 112 Street
                                    Edmonton AB
PRINCIPAL BANK                      Canada T5K 2L6
Canadian Imperial Bank of           Tel: (780) 917-7000
Commerce                            Fax: (780) 917-7330
                                    ir@stantec.com
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.44
<SEQUENCE>47
<FILENAME>t17577exv99w44.txt
<DESCRIPTION>EX-99.44
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC POSTS RECORD RESULTS TO MARK 51ST CONSECUTIVE YEAR OF PROFITABILITY

EDMONTON AB (February 24, 2005) TSX:STN

- -     For the year-end 2004, Stantec generated gross revenue of $520.9 million,
      a 13.2% increase from $459.9 million last year. Net income increased 20.4%
      to $30.2 million from $25.1 million. Basic earnings per share were 19%
      higher at $1.63 compared to $1.37 in 2003. A lower tax rate contributed to
      the increase in net income and basic earnings per share.

- -     In the fourth quarter 2004, gross revenue increased 13.8% to $127.0
      million from $111.6 million in 2003. Net income was up 51.2% to $9.6
      million compared $6.3 million in 2003 while income before income taxes was
      29.3% higher in the fourth quarter at $13.0 million compared to $10.0
      million. Basic earnings per share increased 48.6% to $0.52 compared to
      $0.35 in the fourth quarter last year. A lower tax rate contributed to the
      increase in net income and basic earnings per share.

- -     In 2004 Stantec added a US Northeast operating region and the
      Bio/Pharmaceuticals practice area through the acquisition of Sear-Brown in
      Rochester, NY. The Company strengthened its Architecture & Interior Design
      group with the addition of GBR Architects in Winnipeg, MB, and Dunlop
      Architects in Toronto, ON. In Vancouver, Stantec expanded its capabilities
      in electrical engineering for traffic systems and sporting facilities by
      adding the assets and business of Shaflik Engineering. Stantec divested of
      its last non fee-for-service division, Goodfellow Technologies and its
      patented EFSOP(TM) technology.

"I'm very pleased to report strong results and another year of solid growth for
our Company," says Tony Franceschini, Stantec President & CEO. "This past year
we implemented improvements to our internal systems infrastructure while
expanding into the US Northeast and bolstering our Architecture & Interior
Design practice to a more national presence in Canada."

Stantec's project activity through 2004 reflected the Company's standing as a
respected North American leader in the design industry. The Environmental
Infrastructure group is playing a large role in the design of the upgrades for
the Ashbridges Bay Wastewater Treatment Plant in Toronto, ON -- Canada's largest
wastewater treatment plant -- while in Vancouver Stantec is providing a full
complement of services on the Seymour-Capilano Water Filtration Plant, which
will be one of the largest water treatment plants in the country. In Phoenix, AZ
Stantec was awarded a contract to provide the design for the most challenging
downtown corridor section of the Central Phoenix/East Valley Light Rail Transit
system. Stantec's airport terminal experience helped to land a project award to
design a new terminal at the Niagara Falls International Airport in New York
State, the Company's first terminal design project in the US. Also, the
Bio/Pharmaceticals group is providing engineering design for all phases of the
development of two new, world-class solid dosage manufacturing suites for Wyeth
Pharmaceuticals in Puerto Rico.

"Our employees' ability to execute our strategy allowed Stantec to post a 51st
consecutive year of profitability," says Franceschini. "Their drive, loyalty,
and passion for their work made us successful in 2004 and those qualities will
carry Stantec to our shared vision of being a top 10 global design firm."

The Annual General Meeting will be held on May 10, 2005, at 1:00 PM EST (11:00
AM MST) at Stantec's headquarters in Edmonton, Alberta, 10160-112(th)\ Street.
The Q4/Year-End Conference Call, being held today at 4:00 PM EST (2:00 PM MST),
will be broadcast live and archived on Stantec's web site at STANTEC.COM in the
INVESTOR RELATIONS section.

STANTEC, founded in 1954, provides professional design and consulting services
in planning, engineering, architecture, surveying, and project management. We
support public and private sector clients in a diverse range of markets, at
every stage, from initial concept and financial feasibility to project
completion and beyond. Our services are offered through more than 4,000
employees operating out of over 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

MEDIA CONTACT               INVESTOR CONTACT
Jay Averill                 Simon Stelfox
Media & Communications      Investor Relations
Stantec                     Stantec
Tel: 780-917-7441           Tel: 780-917-7288                        STANTEC.COM

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis of Stantec's operations and financial position,
dated February 11, 2005, should be read in conjunction with the Company's 2004
consolidated financial statements and related notes.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We refer to and use the terms
"net revenue" and "gross margin" throughout our analysis, and the definitions of
these terms are provided in the Results section.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Stantec's public communications often include written or verbal forward-looking
statements. Forward-looking statements are disclosures regarding possible
events, conditions, or results of operations that are based on assumptions about
future economic conditions and courses of action and include future-oriented
financial information.

Statements of this type are included in this document and may be included in
filings with Canadian securities regulators or in other communications.
Forward-looking statements may involve, but are not limited to, comments with
respect to our objectives for 2005 and beyond, our strategies or future actions,
our targets, our expectations for our financial condition or share price, and
the results of or outlook for our operations or for the Canadian and US
economies.

By their nature, forward-looking statements require us to make assumptions and
are subject to inherent risks and uncertainties. There is a significant risk
that predictions and other forward-looking statements will not prove to be
accurate. We caution readers of this document to not place undue reliance on our
forward-looking statements since a number of factors could cause actual future
results, conditions, actions, or events to differ materially from the targets,
expectations, estimates, or intentions expressed in these statements.

In addition to the factors set out in the Risk section below, the following
factors, among others, could cause Stantec's actual results to differ materially
from those projected in our forward-looking statements:

      -     Global capital market activities

      -     Fluctuations in interest rates and currency values

      -     The effects of war or terrorist activities

      -     The effects of disease or illness on local, national, or
            international economies

      -     The effects of disruptions to public infrastructure, such as
            transportation or communications

      -     Disruptions in power or water supply

      -     Industry and worldwide economic and political conditions

      -     Regulatory and statutory developments

      -     The effects of competition in the geographic and business areas in
            which we operate

      -     The actions of management

      -     Technological changes

      We caution that the above list of factors is not exhaustive and that when
      relying on forward-looking statements to make decisions with respect to
      Stantec, investors and others should carefully consider these factors, as
      well as other uncertainties and potential events, along with the inherent
      uncertainty of forward-looking statements. Stantec does not undertake to
      update any forward-looking statement, whether written or verbal, that may
      be made from time to time by the organization or on its behalf.

                                       1
<PAGE>

VISION, CORE BUSINESS, AND STRATEGY

Founded in 1954, Stantec provides professional design and consulting services in
planning, engineering, architecture, interior design, landscape architecture,
surveying, and project management for the infrastructure and facilities sector.
Through multidiscipline service delivery, we support clients through the entire
project life cycle -- from the initial concept and financial feasibility phases
to project completion and beyond.

Our Company's current goal, which we established in 1998, is to become a top 10
global design and consulting services firm with $1 billion in annual revenue and
10,000 employees by the year 2008. To achieve this objective, we will continue
to deliver fee-for-service professional services in the infrastructure and
facilities market and to follow an orderly growth plan. We are confident that we
can reach our goal because we operate in a large market that currently generates
more than US$50 billion in sales every year and because we have an organization
of dedicated employees who give us our competitive advantage -- the ability to
execute a proven operating strategy through a focused, sustainable business
model. Our three-dimensional model -- which is based on diversifying our
operations in distinct geographic regions, specializing in distinct but
complementary practice areas, and providing services in all five phases of the
infrastructure and facilities project life cycle -- allows us to manage risk
while continuing to increase our revenue and earnings.

Geographic Diversification

Currently, our geographic reach principally includes five economic regions in
Canada and the US as well as a project presence in the Caribbean and other
selected international locations. Our strategy for geographic diversification
has two components. The first is to grow our existing regional operations by
expanding our services particularly in areas where we have not yet reached a
mature market presence. We target to achieve a market penetration of $10 million
in revenue per one million population in these regions. Secondly, our strategy
includes expansion outside our existing regions principally in the US and
Canada. We expect to continue to expand geographically primarily by acquiring
firms that meet our integration criteria and to a lesser extent by growing
organically.

Practice Area Specialization

Specialization and diversification of services are achieved by providing
services in 17 distinct practice areas that can generally be grouped into five
key market segments -- Buildings, Environment, Industrial, Transportation, and
Urban Land. Focusing on this combination of project services helps differentiate
us from our competitors, allowing us to enhance our presence in new geographic
regions and markets and to establish and maintain client relationships. Our
strategy for strengthening this dimension of our business model is to increase
the depth of our expertise in our current practice areas and to selectively add
complementary practice areas to our operations.

Life Cycle Solutions

The third element of our business model is the provision of professional
services in all five phases of the project life cycle -- planning, design,
construction, maintenance, and decommissioning. This inclusive approach allows
us to deliver services during periods of strong new capital project activity
(i.e., design and construction) as well as periods of lower new capital project
expenditures (i.e., maintenance and rehabilitation). Beginning with the planning
and design stages, we provide conceptual and detailed design services, conduct
feasibility studies, and prepare plans and specifications. During the
construction phase, we generally act as the owners' representative, providing
project management, surveying, and resident engineering services. We focus
principally on fee-for-service type work and generally do not act as the
contractor or take on construction risk. Following project completion, during
the maintenance stage, we provide ongoing professional services for maintenance
and rehabilitation in areas such as facilities and infrastructure management,
facilities operations, and performance engineering. Finally, in the
decommissioning phase, we provide solutions and recommendations for taking
facilities out of active service.

                                       2
<PAGE>

Through our "One Team. Infinite Solutions." approach to our business, we are
able to undertake infrastructure and facilities projects of any size for both
public and private sector clients. Currently, the majority of assignments we
pursue are small to midsize projects with a capital value of less than $100
million and potential project fees for Stantec of less than $10 million. These
types of projects represent the largest share of the infrastructure and
facilities market. Focusing on this project mix continues to ensure that we do
not rely on a few large, single projects for our revenue and that no single
client or project accounts for more than 5% of our overall business.

KEY PERFORMANCE DRIVERS

At Stantec our performance depends on our ability to attract and retain
qualified people; make the most of market opportunities; finance our growth;
find, acquire, and integrate firms and/or new employees into our operations; and
achieve top-three market penetration in the geographic areas we serve. Based on
our success with these drivers, we believe we are well positioned to continue to
be a major provider of professional design and consulting services in our
principal geographic regions.

People

The most important driver of our Company's performance is our people. Our people
are our most valuable resource because they create the project solutions we
deliver to clients. To reach our goal of becoming a top 10 global design firm,
we are growing our workforce through a combination of internal hiring and
acquisitions. We measure our success in this area by total staff numbers. In
2004 our staff increased to approximately 4,350 from 3,700 in 2003. Currently,
our workforce is made up of about 2,150 professionals, 1,550 technical staff,
and 650 support personnel. We expect our employee numbers to continue to
increase in 2005 and beyond as we pursue our growth plan.

To attract and retain qualified staff, our Company offers opportunities to be
part of a multidiscipline team working on challenging projects with some of the
best people in our industry. We are continually strengthening our
people-oriented culture, and in 2004 we completed a number of activities,
including revising our career development and performance review process to
enhance our focus on career development and modifying and realigning our
benefits programs to provide more personal choice and emphasize wellness and
preventative care. These programs will be implemented in the first quarter of
2005. In addition, improved and enhanced staff training programs are slated for
introduction in the second quarter.

Because of our "diversified portfolio" approach to business -- operating in
different regions and practice areas -- we are generally able to redeploy a
portion of our workforce when faced with changes in local, regional, or national
economies or practice area demand. Currently, we see no overall shortage of
qualified staff for our operations. Although there will always be some areas
where it will be difficult to find appropriate staff during certain periods, as
we increase in size we become better able to address these issues by using staff
from other parts of the Company either through temporary relocation or changes
in work allocation. We are continually improving our ability to work on projects
from multiple office locations through Web-based technology.

Industry Environment/Market Opportunities

Another key driver of our Company's success is our ability to make the most of
opportunities to grow in our marketplace. We believe that growth is necessary in
order to enhance the depth and breadth of our expertise, broaden our services,
increase our shareholder value, provide more opportunities for our employees,
and lever our information technology systems. Over the last 11 years, we have
integrated a total of approximately 3,400 employees into our operations through
a combination of direct hiring and acquisitions. We are confident that we can
continue to take advantage of acquisition opportunities because we operate in an
industry sector that includes more than 100,000 firms and is estimated to
generate over US$50 billion in revenue in North America every year, of which we
currently have less than a 1 % market share. (According to the Engineering News
Record, the largest 500 engineering and architecture companies in the US

                                       3
<PAGE>

alone generated nearly US$50 billion in fees in 2003.) Our strategy for
increasing this percentage is to combine internal growth with the acquisition of
firms that believe in our vision and want to be part of our growing Company.

In 2004 we completed four acquisitions, one in the US, which established a new
region for Stantec in the Northeast, and three in our Canadian operations. In
total, these acquisitions added approximately 530 employees to our Company. The
integration of acquired firms begins immediately following the acquisition
closing date and may take between six months and three years. It involves
incorporation into our Company-wide information technology and financial
management systems as well as provision of "back office" support services from
our corporate office. This approach allows our new staff to focus on continuing
to serve clients with as little interruption as possible.

Stantec's acquisition program is managed by an acquisition team dedicated to
supporting the Company's growth objectives. The team is responsible for
identifying and valuing acquisition candidates, undertaking and coordinating due
diligence, negotiating and closing transactions, and assisting with the
integration of employees and systems.

Financing

Stantec's success also depends on our continuing ability to finance our growth.
Adequate financing gives us the flexibility to make appropriate investments in
our future. Over the past 11 years, Stantec has grown at a compound annual rate
of 19%. To fund this growth, the Company requires cash generated from both
internal and external sources. Historically, we have completed acquisitions
using mostly cash and notes, with very little use of the Company's shares.

We have sought additional financing through the public sale of shares at times
when our growth has outpaced our ability to generate cash inside the Company for
maintaining our internal debt to equity guidelines. Our practice is to raise
additional equity to replenish our cash reserves, pay down debt, or strengthen
the Company's balance sheet. To date, we have issued additional shares for these
purposes on three occasions -- in 1997, 2000, and 2002.

Market Penetration

Also key to Stantec's success is achieving a certain level of market penetration
in the geographic areas we serve. Our goal is to be among the top three service
providers in our geographic regions and practice areas. With this level of
market presence, we are less likely to be affected by downturns in regional
economies. Top-three positioning also gives us increased opportunities to work
for the best clients, obtain the best projects, and attract the best employees
in a region, and is important for building or maintaining the critical mass of
staff needed to generate consistent performance and support regional
infrastructure.

                                       4
<PAGE>

RESULTS
OVERVIEW OF 2004
The following table summarizes some of our key information:

                    Selected Annual Information (in millions
                 of dollars, except per share and share amounts)
                   (prepared in accordance with Canadian GAAP)

<TABLE>
<CAPTION>
                                                          2004        2003         2002
                                                       ----------  ----------   ----------
<S>                                                    <C>         <C>          <C>
Gross revenue                                               520.9       459.9        428.5
Net income                                                   30.2        25.1         20.2
Earnings per share - basic                                   1.63        1.37         1.12
Earnings per share - diluted                                 1.59        1.31         1.07
Cash dividends declared per Common Share                      Nil         Nil          Nil

Total assets                                                362.1       326.6        299.0
Total long-term debt                                         34.0        44.6         62.3
Outstanding common shares - as at December 31          18,871,085  18,327,284   18,282,720
Outstanding common shares - as at February 1 1 , 2005  18,906,585
Outstanding share options - as at December 31           1,071,333   1,479,100    1,296,200
Outstanding share options - as at February 1 1 , 2005   1,033,833
</TABLE>

The information reflected above is impacted by the four acquisitions we
completed in 2004, the four completed in 2003, and the 10 completed in 2002.
Each of these acquisitions will impact the level of gross revenue and net income
earned in the year of acquisition and going forward as further explained in the
Results of Operations section below.

HIGHLIGHTS FOR 2004

      -     The results we achieved in 2004 compared to the expected ranges we
            established in our 2003 Management's Discussion and Analysis are as
            follows:

<TABLE>
<CAPTION>
                Measure                           Expected Range       Result Achieved
- ---------------------------------------------  ----------------------  ---------------
<S>                                            <C>                     <C>
Debt to equity ratio - Note 1                  At or below 0.5 to 1        <0.0
Return on equity - Note 2                      At or above 14%             17.3%
Net income as % of net revenue                 At or above 5%              6.7%
Gross margin as % of net revenue               Between 52 and 54%          54.2%
Administrative and marketing expenses as % of  Between 39 and 41%          40.9%
 net revenue
Effective income tax rate                      Between 36.5 and 37.5%      32.4%
</TABLE>

            Note 1 - Debt to equity ratio is calculated as long-term debt plus
            current portion of long-term debt plus bank indebtedness less cash,
            all divided by shareholders' equity.

            Note 2 - Return on equity is calculated as net income for the year
            divided by average shareholders' equity over each of the last four
            quarters.

      -     Earnings per share -- Our basic earnings per share increased 19.0%
            to $1.63 from $1.37 in 2003.

      -     Effective income tax rate -- Our effective tax rate decreased to
            32.4% in 2004 from 36.7% in 2003.

      -     Growth by acquisition -- We completed four acquisitions in 2004,
            including the addition of The Sear-Brown Group, Inc., a New
            York-based firm with approximately 400 employees, the acquisition of
            two architecture companies -- GBR Architects Limited and Dunlop
            Architects Inc. -- and the addition of Shaflik Engineering Ltd.
            through an asset purchase.

      -     Investment in costs and estimated earnings in excess of billings and
            in accounts receivable -- We reduced our investment (measured by
            number of days' revenues) to 101 days at the end of 2004 from 119
            days at the end of 2003. The implementation of our new enterprise
            management system during 2003 had a significant impact on our
            resources -- both in terms of people and finances. Adjusting to the
            breadth of the new system created a significant learning curve. One
            of the impacts was an increase in the time required to prepare
            invoices to send to clients. As a result, we experienced an

                                       5
<PAGE>

            increase in costs and estimated earnings in excess of billings
            during the fourth quarter of 2003.

      -     Divestitures -- In 2003 we entered into an agreement in principle to
            dispose of our 50% share in Lockerbie Stanley Inc. This agreement
            was finalized in Q3 04. During Q4 04, we divested of our interest in
            Goodfellow EFSOP(TM) technology, which comprised our Technology
            segment.

      -     Property sale -- During the fourth quarter of 2004, we completed the
            sale of our office building in Edmonton, Alberta, for cash proceeds
            of $34.5 million. Concurrent with the sale, we leased the property
            back for a period of 15 years. The gain of $7.1 million realized on
            the sale has been deferred and will be recognized as a reduction of
            rental expense over the 15-year term of the operating lease.

Critical Accounting Estimates

The notes to our December 31, 2004, consolidated financial statements outline
our significant accounting estimates. The accounting estimates discussed below
are considered particularly important since they require the most difficult,
subjective, or complex management judgments. Because of the uncertainties
inherent in making assumptions and estimates regarding unknown future outcomes,
future events may result in significant differences between estimates and actual
results. We believe that each of our assumptions and estimates is appropriate to
the circumstances and represents the most likely future outcome.

Revenue and Cost Recognition Estimates on Contracts

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method based on the ratio of contract costs
incurred to total estimated contract costs. We believe that costs incurred are
the best available measure of progress toward completion of these contracts.
Estimating total direct contract costs is subjective and requires the use of our
best judgments based upon the information we have available at that point in
time. Our estimate of total direct contract costs has a direct impact on the
revenue we recognize. If our current estimates of total direct contract costs
turn out to be higher or lower than our previous estimates, we would have over
or underrecognized revenue for the previous period. We also provide for
estimated losses on incomplete contracts in the period in which such losses are
determined. Changes in our estimates are reflected in the period in which the
change is made.

Provision for Doubtful Accounts

We use estimates in determining our allowance for doubtful accounts related to
trade receivables. These estimates are based on our best assessment of the
collectibility of the related receivable balance based, in part, on the age of
the specific receivable balance. Future collections of receivables that differ
from our current estimates will affect the results of our operations in future
periods.

Goodwill

Goodwill is assessed for impairment at least annually. This assessment includes
a comparison of the carrying value of the reporting unit to the estimated fair
value to ensure that the fair value is greater than the carrying value. We
arrive at the estimated fair value of a reporting unit using valuation methods
such as discounted cash flow analysis. These valuation methods employ a variety
of assumptions, including revenue growth rates, expected operating income,
discount rates, and earnings multiples. Estimating the fair value of a reporting
unit is a subjective process and requires the use of our best estimates. If our
estimates or assumptions change from those used in our current valuation, we may
be required to recognize an impairment loss in future periods.

RESULTS OF OPERATIONS

In 2004, because the operations associated with our Design Build and Technology
segments were disposed of during the year, all of our operations are included in
one reportable segment -- Consulting Services.

                                       6
<PAGE>

Our Company provides knowledge-based solutions for infrastructure and facilities
projects through value-added professional services principally under
fee-for-service agreements with clients. In the course of providing services, we
incur certain direct costs for subconsultants, equipment, and other expenditures
that are recoverable directly from our clients. The revenue associated with
these direct costs is included in our gross revenue. Since such direct costs and
their associated revenue can vary significantly from contract to contract,
changes in our gross revenue may not be indicative of our revenue trends.
Accordingly, we also report net revenue, which is gross revenue less
subconsultant and other direct expenses, and analyze our results in relation to
net revenue rather than gross revenue.

The following table summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
from year to year:

<TABLE>
<CAPTION>
                                             PERCENTAGE OF NET REVENUE    PERCENTAGE INCREASE
                                             -------------------------    -------------------
                                             2004      2003      2002     2004 VS    2003 VS
                                                                            2003       2002
                                             -----     -----     -----    --------   --------
<S>                                          <C>       <C>       <C>      <C>        <C>
GROSS REVENUE                                116.0%    117.5%    117.3%       13.2%       7.3%
NET REVENUE                                  100.0%    100.0%    100.0%       14.8%       7.2%
Direct payroll costs                          45.8%     46.9%     47.6%       12.0%       5.7%
GROSS MARGIN                                  54.2%     53.1%     52.4%       17.2%       8.6%
Administrative and marketing expenses         40.9%     39.5%     39.9%       18.7%       6.4%
Depreciation on property and equipment         2.7%      2.5%      2.6%       20.9%       4.3%
Amortization of intangible assets              0.2%      0.2%      0.3%        0.2%    (14.3%)
Net interest expense                           0.6%      0.7%      0.7%        6.4%       0.3%
Foreign exchange (gains) losses                0.0%      0.2%      0.0%    (115.3%)     743.9%
Share of income from associated companies    (0.1%)    (0.1%)    (0.1%)     (33.6%)      63.4%
INCOME BEFORE INCOME TAXES                     9.9%     10.1%      9.0%       12.7%      19.7%
Income taxes                                   3.2%      3.7%      3.5%      (0.6%)      12.8%
NET INCOME                                     6.7%      6.4%      5.5%       20.4%      24.2%
</TABLE>

As indicated in the highlights above, our operating results for 2004 are
generally consistent with the goals we established in 2003. In particular, our
administrative and marketing expenses were within the range we expected to
achieve, while our gross margin slightly exceeded expectations. In addition, our
effective tax rate continued to fall and, for 2004, was below the expected range
due to factors discussed below.

GROSS AND NET REVENUE

The following tables summarize the impact of certain of the above-noted items on
our gross and net revenue for 2004 compared to 2003 and for 2003 compared to
2002.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED
                                                                   ------------------
GROSS REVENUE                                                      2004 VS    2003 VS
                                                                   -------    -------
                                                                    2003       2002
                                                                   -------    -------
<S>                                                                <C>        <C>
In millions of S's
Increase over prior year                                           $  60.9    $  31.4
Increase (decrease) due to:
   acquisitions completed in current and prior two years              42.3       41.0
   net internal growth                                                30.0       10.2
   impact of foreign exchange rates on revenue earned by foreign     (11.4)     (19.8)
   subsidiaries
</TABLE>

                                                                      YEAR ENDED
                                       7
<PAGE>

<TABLE>
<CAPTION>
Net revenue                                                          2004 vs      2003 vs
                                                                      2003          2002
<S>                                                                 <C>          <C>
In millions of $'s
Increase over prior year                                            $   57.8     $   26.3
                                                                    --------     --------
Increase (decrease) due to:
   acquisitions completed in current and prior two years                36.4         36.7
   net internal growth                                                  31.3          7.0
   impact of foreign exchange rates on revenue earned by foreign        (9.9)       (17.4)
   subsidiaries
</TABLE>

Gross revenue earned in Canada during 2004 increased to $325.8 million from
$290.4 million in 2003, and gross revenue generated in the US increased to
$190.4 million from $161.7 million. Gross revenue earned in our International
region in 2004 was $4.7 million, compared to $7.9 million in 2003. As indicated
above, the change in exchange rates from 2003 to 2004 impacted the level of
gross revenue from our US operations by $11.4 million. As noted in our 2003
Management's Discussion and Analysis, the acquisition of The Sear-Brown Group in
April of 2004 was expected to result in an overall increase in our US-generated
revenue. The continuing strength of the Canadian economy also resulted in growth
in revenue from 2003 levels.

GROSS MARGIN

Gross margin is calculated as net revenue minus direct payroll costs. Direct
payroll costs include the cost of salaries and related fringe benefits for labor
hours that are directly associated with the completion of projects. Labor costs
and related fringe benefits for labor hours that are not directly associated
with the completion of projects are included in administrative and marketing
expenses. The increase in our gross margin percentage in 2004 is due to the
lower proportion of total labor that was charged to projects during 2004
compared to 2003 as well as the mix of projects in progress and being pursued
throughout the year. Total labor costs as a percentage of net revenue are
consistent from 2003 to 2004 at approximately 67.4% for both years.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue for 2004
were 40.9% (within the expected range of 39 to 41 % for these expenses) compared
to 39.5% in 2003. Administrative and marketing expenses fluctuate as a result of
the amount of staff time charged to marketing and administrative labor, which is
influenced by the mix of projects in progress and being pursued throughout the
year. In 2004 a higher proportion of total labor was charged to administrative
and marketing labor compared to 2003.

DEPRECIATION ON PROPERTY AND EQUIPMENT

 Depreciation on property and equipment as a percentage of net revenue increased
 to 2.7% in 2004 compared to 2.5% for 2003. In 2004 we began depreciating our
 new enterprise management system as well as our new office building in
 Edmonton, Alberta.

FOREIGN EXCHANGE GAINS (LOSSES)

We recorded a foreign exchange gain of $0.1 million in 2004, compared to a
foreign exchange loss of $0.6 million in 2003. The foreign exchange gains and
losses reported in 2003 and 2004 arose on the translation of the
foreign-denominated assets and liabilities held in our Canadian companies and in
our non-US-based foreign subsidiaries.

In 2003 the Canadian dollar rose from US$0.63 at the beginning of the year to
US$0.77 at the end of the year, and the impact of this significant change on our
overall exposure to foreign currency assets resulted in a cumulative loss of
$0.6 million. In 2004 the Canadian dollar continued to strengthen to US$0.83. To
minimize our exposure to foreign currency fluctuations, we used
US-dollar-denominated debt in 2003 and through most of 2004, and late in 2004,
with the improvement of our cash position, we were able to reduce the amount of
this debt. As a

                                        8
<PAGE>

result, we entered into forward contracts to sell US dollars in exchange for
Canadian dollars to minimize our exposure to currency fluctuations. At December
31, 2004, we had contracted to sell US$10.0 million at forward rates ranging
from 1.2050 to 1.2386.

INCOME TAXES

The effective income tax rate for Stantec in 2004 was 32.4%, compared to 36.7%
in 2003 and 39.0% in 2002. In our 2003 Management's Discussion and Analysis, we
anticipated that our effective tax rate would be in the range of 36.5 to 37.5%.
This rate was estimated based on known statutory rate reductions as well as
estimates of income in each of our taxing jurisdictions. Throughout 2004, the
effective tax rate reported in each quarter was reduced to account for the 0.75%
reduction in provincial statutory rates during the year as well as to reflect
increases in earnings in some of our lower tax rate jurisdictions. During Q4 04,
on the basis of an actuarial report, we reflected additional income in our
regulated insurance subsidiary. A portion of that income of the subsidiary is
subject to tax at lower rates, contributing 1.2% to the reduction of our
consolidated tax rate.

QUARTERLY OPERATING RESULTS

The following is a summary of our quarterly operating results for the last two
fiscal years.

<TABLE>
<CAPTION>
                                   QUARTERLY OPERATING RESULTS
                        (in millions of dollars, except per share amounts)
                 ------------------------------------------------------------------------------------------
                                     2004                                            2003
                  31 DEC      30 SEP      30 JUN      31 MAR      31 Dec      30 Sep      30 Jun     31 Mar
                 --------    --------    --------    --------    --------    --------    --------    ------
<S>              <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Gross revenue      127.0       139.8       136.8       117.3       111.6       120.8       119.1     108.4
Net income           9.6         8.5         6.4         5.7         6.3         7.3         6.5       5.0
EPS-basic           0.52        0.46        0.35        0.31        0.35        0.40        0.35      0.27
EPS-diluted         0.50        0.44        0.33        0.30        0.33        0.38        0.34      0.26
</TABLE>

The quarterly earnings per share on a basic and diluted basis are not additive
and may not equal the annual earnings per share reported. This is due to the
effect of shares issued or repurchased during the year on the weighted average
number of shares. Diluted earnings per share on a quarterly and annual basis are
also affected by the change in the market price of our shares as we do not
include in dilution, options whose exercise price is not in the money.

The comparability of our quarterly results is impacted by the following items:

<TABLE>
<CAPTION>
                                              Q4 2004 vs.  Q3 2004 vs.  Q2 2004 vs.  Q1 2004 vs.
(in thousands of dollars)                       Q4 2003      Q3 2003      Q2 2003      Q1 2003
- --------------------------------------------  -----------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>          <C>
Increase (decrease) in gross revenue due to:

Acquisitions completed in current and            14,637      12,832       10,080        4,730
prior two years
Net internal growth                               3,418       7,547        9,399        9,667

Impact of foreign exchange rates on revenue      (2,675)     (1,438)      (1,740)      (5,520)
earned by foreign subsidiaries
Total increase in gross revenue                  15,380      18,941       17,739        8,877
                                                -------      ------       ------       ------
</TABLE>

During Q4 04, our gross revenue increased $15.4 million, or 13.8%, to $127.0
million from $111.6 million in Q4 03. Approximately $14.6 million of this
increase resulted from the acquisitions completed in 2002, 2003, and 2004 and
net internal growth of $3.4 million, offset by the effect of a change in foreign
exchange rates of $2.6 million.

Our effective income tax rate for the full year 2004 was 32.4%. To the end of Q3
04, the effective tax rate was estimated at 35.0%. The year-to-date change is
reflected in the Q4 04 rate of 26.1%.

FINANCIAL CONDITION AND LIQUIDITY

Our cash flow from operating activities was $77.4 million in 2004, compared to
$16.9 million in 2003 and $36.1 million in 2002. The implementation of our new
enterprise management system

                                        9
<PAGE>

in the fourth quarter of 2003 contributed to the significant reduction in cash
flows from operating activities for the year. The reduction in our investment in
costs and estimated earnings in excess of billings and in accounts receivable
from 119 to 101 days during 2004 was the primary reason for the increased cash
flow in the year. Maintaining and slightly improving this level of investment
will continue to provide adequate funds to finance our working capital
requirements.

In 2004, $10.2 million in cash was used in investing activities, compared to
$33.5 million in 2003. A number of significant investing activities occurred
during 2004, including the sale of our Edmonton office building, the sale of our
interest in Goodfellow EFSOP(TM) technology, the completion of our largest
acquisition to date, and our investment in short-term investments related to
self-insured liabilities arising on the implementation of our regulated
insurance company. In 2003 our investment activities included investment in our
new enterprise management system, investment in construction costs associated
with an addition to our Edmonton office building, and investment in four
acquisitions. The net impact of these various investment activities was to
decrease the amount of cash used in 2004 from 2003 by $23.3 million.

We used $36.0 million in financing activities in 2004, compared to the use of
$4.2 million in 2003. Additional funds received in 2004 on the exercise of share
options, as well as the net decrease in funds used to repurchase shares under
our normal course issuer bid, were offset by the use of funds to pay down our
bank indebtedness and long-term borrowings. This bank indebtedness had been
incurred in 2003 and early 2004 to finance the level of investment in accounts
receivable and in costs and estimated earnings in excess of billings that
resulted from the implementation of our new enterprise management system.
Improvement in the level of these investments, as well as proceeds received on
the sale of our Edmonton office building, provided the additional funds to repay
our long-term debt and bank indebtedness.

The following table summarizes the contractual obligations due on our long-term
debt, other liabilities, and operating lease commitments:

<TABLE>
<CAPTION>
                                                         PAYMENTS DUE BY PERIOD
                                                       (IN THOUSANDS OF DOLLARS)
                                 ---------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS            TOTAL     LESS THAN 1 YEAR  2 - 3 YEARS  4 - 5 YEARS  AFTER 5 YEARS
                                 ----------  ----------------  -----------  -----------  -------------
<S>                              <C>         <C>               <C>          <C>          <C>
LONG-TERM DEBT                     33,975        12,820           19,585        1,459           111
OTHER LIABILITIES                  19,867         3,049            6,079        3,400         7,339
OPERATING LEASE COMMITMENTS       207,666        29,509           50,301       34,211        93,645
                                  -------        ------           ------       ------       -------
TOTAL CONTRACTUAL OBLIGATIONS     261,508        45,378           75,965       39.070       101,095
                                  -------        ------           ------       ------       -------
</TABLE>

During 2004, we renegotiated our credit facility with a major Canadian chartered
bank. Our new credit facility provides for an operating line of credit of $30
million. At December 31, 2004, none of this facility had been utilized ($8.3
million had been used at December 31, 2003). We also maintain a US$17 million
acquisition credit facility, which was unused at December 31, 2004, and a
four-year reducing US-dollar-denominated term facility, of which $24.0 million
was used at December 31, 2004, ($19.2 million had been used at December 31,
2003).

Our shareholders' equity increased $28.6 million to $189.1 million from $160.5
million in 2003. This increase resulted from net income of $30.2 million in
2004, the recognition of the fair value of share-based compensation of $0.7
million, and the issue of shares on the exercise of options of $3.5 million,
offset by the repurchase of shares pursuant to the Normal Course Issuer Bid of
$0.7 million during the year and the $5.1 million change in our cumulative
translation account arising on the translation of our US-based foreign
subsidiaries. The $5.1 million change is due to the continued strengthening of
the Canadian dollar -- from $0.77 to $0.83 -- in relation to the US dollar
during the year.

                                       10
<PAGE>

Our Normal Course Issuer Bid was renewed in 2004 and allows us to repurchase up
to 554,388 shares. We continue to believe that, from time to time, the market
price of our common shares does not fully reflect the value of our business or
future business prospects and that, at such times, outstanding common shares are
an attractive, appropriate, and desirable use of available Company funds. In
2004 we purchased 29,300 common shares at an average price of $24.57 per share
for an aggregate price of $720,000. In 2003 we purchased 74,700 common shares at
an average price of $18.63 per share for an aggregate price of $1,392,000.

ACQUISITIONS

We completed four acquisitions in 2004 for total consideration of $20.3 million
and four acquisitions in 2003 for total consideration of $9.4 million.

In April 2004, we acquired the shares of The Sear-Brown Group, Inc.
headquartered in Rochester, New York, adding 400 employees and opening a new
geographic market in the US Northeast and a new practice area in the
bio/pharmaceuticals industry. This addition was followed in May by the
acquisition of GBR Architects Limited, an architecture, planning, interior
design, and facilities management consulting firm based in Winnipeg, Manitoba.
In October we completed the acquisition of Dunlop Architects Inc., one of the
top architecture firms in Toronto, Ontario, increasing our architectural and
interior design presence in the Greater Toronto Area, and in November 2004, we
acquired the assets and business of Shaflik Engineering Ltd., a firm based in
Vancouver, British Columbia, that provides services in our Buildings Engineering
practice area.

FUTURE EXPECTATIONS

Our Company continues to operate in a highly diverse infrastructure and
facilities market within a North American economy that varies significantly from
region to region. The market is made up of many technical disciplines, clients,
and industries and engages both the private and public sectors. Over the next
few years, we expect the demand for services in this market to be driven by
continued population growth, government regulations, and the need to maintain
and replace an aging North American infrastructure. The market should also
benefit from continued outsourcing of technical services, especially in the
public sector. Its fortunes are at least partially tied to the performance of
the economy, and the overall market outlook offers increasing prospects for
accelerating growth, particularly in the non-residential sectors.

Much of the actual growth seen in 2004 and over the past several years has been
driven by residential construction; however, spending on public construction
appears to be rising, while private non-residential construction continues to
rebound from an extended downturn. Commercial and industrial owners will be
increasingly looking to raise capital spending as their respective earnings
prospects improve. In addition, a variety of public agencies have begun planning
for increased investment in infrastructure projects after several years of
below-trend spending. As predicted by many forecasters, the residential
construction market could flatten this year both in Canada and the US. However,
2005 will continue to be a high-performance year for housing, contributing to
ongoing strong performance in our Urban Land market segment. As well, we expect
strength in commercial construction markets, particularly industrial projects,
to support higher project activity.

Although much attention has been focused on delays in US government funding for
programs such as the Transportation Equity Act for the 21st Century, a recovery
in state tax revenues as incomes improve is likely to be a more significant
factor in driving spending on transportation, environmental, and other capital
projects in the US. Our Canadian market should also benefit from the promised
transfer of federal funding to the provinces for health care and to
municipalities for new infrastructure and the rehabilitation of existing
facilities.

Within this overall market outlook, our Company expects to continue to grow
through a combination of internal hiring and acquisitions. We target to achieve
long-term average annual

                                       11
<PAGE>

compound growth rates of 15 to 20%, although we may not see growth in this range
every year. We have chosen this target because we believe it is an attainable
goal that allows us to enhance the depth of our expertise, broaden our service
provision, provide expanded opportunities to our employees, and lever our
information technology systems. Our ability to continue to grow at this rate
depends to a large extent on the availability of acquisition opportunities.
Since our industry is made up of 100,000 mostly small firms, there are many
acquisition candidates. At any one time, we are engaged in discussions with up
to 20 or more firms. Currently, the firms with which we are in some stage of
discussion have between 10 and 1,000 employees.

We plan to support our targeted level of growth using a combination of cash flow
from operations and additional financing while maintaining a return on our
equity at or above 14% and a net income at or above 5% of net revenue. Although
we believe that a normal debt to equity ratio at or below .5 to 1 is an
appropriate target for our Company, opportunities to conclude transactions may
make it necessary for us to increase the amount of debt we carry beyond that
limit. If the need to finance a larger acquisition arises, we will seek to raise
cash by issuing additional shares.

Looking at the results of our current mix of project activity in the US and
Canada, we anticipate that our gross margin as a percentage of net revenue will
remain in the range of 53 to 55% for 2005 and that our administrative expenses
will remain in the range of 40 to 42% of net revenue. In addition, we expect our
effective tax rate for 2005 to be between 33 and 35%.

RISK

OPERATIONS

Like all professional services firms in the infrastructure and facilities
industry, we are exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

      -     The timing of the completion of projects

      -     The potential cancellation of client orders and projects

      -     Our ability to complete projects on schedule and within budget

      -     Our clients' satisfaction with the quality of our services

      -     Potential litigation through exposure to third-party claims

      -     Competition for new contracts, including pricing pressures

      -     Economic factors that impact the ability of clients to contract for
            our services

      -     The availability of qualified staff and personnel

      -     The quality of our clients and their credit risk

      -     Our ability to integrate acquired businesses

      -     Our ability to obtain the necessary licenses and permits to carry
            out our projects

      -     Risks associated with working in international locations

We guard against these operating risks through our business strategy and other
protective measures. As mentioned previously, our three-dimensional business
model based on geographic, practice area, and life cycle diversification reduces
our dependency on any particular industry or economic sector for our income.
Stantec also protects itself from exposure to competition by entering into a
diverse range of contracts with a variety of fee amounts.

To address the risk of competition for qualified personnel, we offer a number of
employment incentives, including training programs, access to a plan that
provides the benefit of employee share ownership (for Canadian employees), and
opportunities for professional development and enhancement, along with
compensation plans that we believe to be innovative, flexible, and designed to
reward top performance. In 2004 we completed an extensive review of our benefits
programs for both our US and Canadian employees with the objectives of providing
more personal choice in coverage and emphasizing wellness and preventative care.
Our new plans are scheduled for implementation across the Company in the first
quarter of 2005.

                                       12
<PAGE>

We also maintain insurance coverage for our operations, including professional
liability insurance. In addition, we have a regulated captive insurance company
to insure and fund the payment of any professional liability self-insured
retention related to claims arising after August 1, 2003. We, or our clients,
also obtain project-specific insurance for designated projects from time to
time. And we invest resources in a Risk Management team dedicated to providing
Company-wide support and guidance on risk avoidance practices and procedures.
One of our practices is to carry out select client evaluations, including credit
risk appraisals, before entering into contract agreements to reduce the risk of
non-payment for our services.

In 2004 we created a Practice Enhancement team to champion continuous
improvements in project management and the sharing of best practices across the
Company, along with promoting the enhanced reliability and consistency of
services we provide to clients. In addition, we expanded our Company-wide
project manager training program during the year. This program is aimed at skill
development in risk mitigation, project planning, quality control and assurance,
and financial administration, among other project management responsibilities.
We recognize that through improved project management across our operations we
will increase our ability to deliver projects on schedule and within budget.

As well, we believe our experience and knowledge in conducting business outside
North America help us diminish the risks of undertaking international projects.
Among other issues, international work involves dealing with political
uncertainties, entering into contracts with foreign clients, and operating under
foreign legal systems.

MARKET

We are also exposed to various market factors that can affect our performance.
Three such market risks include the availability of debt financing, the impact
of the rate of exchange between Canadian and US dollars, and the effect of
changes in interest rates.

As mentioned previously, our Company currently has a term loan and revolving
credit with one financial institution for which we continue to meet our required
borrowing ratios. However, we have no assurance that debt financing will
continue to be available from our current lender or another financial
institution on similar terms. As our need for debt financing increases, we will
seek financing from more than one financial institution.

Because a significant portion of our Company's revenue and expenses is generated
or incurred in US dollars, we face the challenge of dealing with fluctuations in
exchange rates. To the extent that US-dollar revenues are greater than US-dollar
expenses in a strengthening US-dollar environment, we expect to see a positive
impact on our income from operations. Conversely, to the extent that US-dollar
revenues are greater than US-dollar expenses in a weakening US-dollar
environment, we expect to see a negative impact. This exchange rate risk
primarily reflects, on an annual basis, the impact of fluctuating exchange rates
on the net difference between total US dollar professional revenues and
US-dollar expenses. Other exchange rate risk arises from the revenues and
expenses generated or incurred by our non-US-based foreign subsidiaries. Our
income from operations will be impacted by exchange rate fluctuations used in
translating these revenues and expenses. In addition, the impact of exchange
rates on the balance sheet accounts of our non-US-based foreign subsidiaries
will affect our operating results. We also continue to be exposed to exchange
rate risk for the US- dollar and other foreign currency-denominated balance
sheet items carried by our Canadian and International operations.

Finally, changes in interest rates present a risk to our performance. All of our
Company's bank facilities (i.e., operating loans and acquisition loan) carry a
floating rate of interest. We estimate that, based on our balances at December
31, 2004, a 1 % change in interest rates would impact our earnings per share by
less than $0.01.

                                       13
<PAGE>

Stantec Inc.
(INCORPORATED UNDER THE LAWS OF CANADA)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
As at December 31                                                 2004           2003
(in thousands of dollars)                                           $              $
- -----------------------------------------------------------    ----------     ----------
<S>                                                            <C>            <C>
ASSETS [note 7]
Current
Cash and cash equivalents                                          37,890          7,343
Accounts receivable, net of allowance for doubtful accounts
 of $21,095 in 2004 ($16,952-2003)                                112,476         87,101
Costs and estimated earnings in excess of billings                 40,861         67,094
Income taxes recoverable                                                -          6,921
Prepaid expenses                                                    4,165          3,246
Future income tax assets [note 14]                                  8,532          5,924
Other assets [note 6]                                               4,831              -
                                                                  -------        -------
                                                                  208,755        177,629
Property and equipment [note 3]                                    48,262         67,670
Goodwill [note 4]                                                  84,694         69,696
Intangible assets [note 5]                                          6,278          5,112
Future income tax assets [note 14]                                  6,357          3,487
Other assets [note 61                                               7,754          2,981
                                                                  -------        -------
                                                                  362,100        326,575
                                                                  =======        =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness [note 7]                                              -         17,151
Accounts payable and accrued liabilities                           78,718         68,796
Billings in excess of costs and estimated earnings                 18,832         16,882
Income taxes payable                                                5,732              -
Current portion of long-term debt [note 8]                         12,820         13,416
Future income tax liabilities [note 14]                            10,653         10,802
                                                                  -------        -------
                                                                  126,755        127,047
Long-term debt [note 8]                                            21,155         31,159
Other liabilities [note 9]                                         16,818          1,459
Future income tax liabilities [note 14]                             8,316          6,382
                                                                  -------        -------
                                                                  173,044        166,047
                                                                  -------        -------

Commitments and contingencies [notes 10 and 11]
Shareholders' equity

Share capital [note 12]                                            87,656         84,281
Contributed surplus [note 12]                                       2,544          1,842
Cumulative translation account [note 13]                          (19,018)       (13,861)
Retained earnings                                                 117,874         88,266
                                                                  -------        -------
                                                                  189,056        160,528
                                                                  -------        -------
                                                                  362,100        326,575
                                                                  =======        =======
</TABLE>

See accompanying notes


<PAGE>

STANTEC INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

Years ended December 31

<TABLE>
<CAPTION>
                                                      2004       2003
(in thousands of dollars, except per share amounts)    $          $
- --------------------------------------------------   -------   --------
<S>                                                  <C>       <C>
INCOME
Gross revenue                                        520,879    459,942
Less subconsultant and other direct expenses          71,728     68,546
                                                     -------     ------

Net revenue                                          449,151    391,396
Direct payroll costs                                 205,513    183,471
                                                     -------     ------
Gross margin                                         243,638    207,925

Administrative and marketing expenses                183,739    154,788
Depreciation of property and equipment                11,986      9,912
Amortization of intangible assets                        927        925
Net interest expense [note 8]                          2,805      2,637
Foreign exchange (gains) losses                          (94)       615
Share of income from associated companies               (385)      (580)
                                                     -------     ------
Income before income taxes                            44,660     39,628
                                                     -------     ------

Income taxes [note 14]
Current                                               18,065     10,050
Future                                                (3,595)     4,508
                                                     -------     ------
                                                      14,470     14,558
                                                     -------     ------

Net income for the year                               30,190     25,070
Retained earnings, beginning of the year              88,266     64,240
Shares repurchased [note 12]                            (582)    (1,044)
                                                     -------     ------
Retained earnings, end of the year                   117,874     88,266
                                                     =======     ======

Earnings per share [note 15]
Basic                                                   1.63       1.37
Diluted                                                 1.59       1.31
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31

<TABLE>
<CAPTION>
                                                                2004            2003
(in thousands of dollars)                                        $                $
                                                             ----------     ----------
<S>                                                          <C>            <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Cash receipts from clients                                    568,897         465,114
Cash paid to suppliers                                       (169,573)       (156,460)
Cash paid to employees                                       (313,321)       (274,444)
Dividends from equity investments                                 300               -
Interest received                                               6,426           2,710
Interest paid                                                  (8,639)         (4,462)
Income taxes paid                                              (6,739)        (15,565)
                                                              -------         -------
Cash flows from operating activities [note 16]                 77,351          16,893
                                                              -------         -------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Business acquisitions, including cash acquired and
 bank indebtedness assumed [note 2]                           (18,845)         (6,046)
Cash of joint venture held for sale                                 -            (369)
Purchase of investments held for self-insured liabilities      (9,562)              -
Proceeds on disposition of investments                             55             195
Proceeds on disposition of Technology segment                   1,014               -
Purchase of property and equipment                            (17,488)        (28,713)
Proceeds on disposition of property and equipment              34,672           1,444
                                                              -------         -------
Cash flows used in investing activities                       (10,154)        (33,489)
                                                              -------         -------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

Repayment of long-term debt                                   (35,546)        (20,592)
Proceeds from long-term borrowings                             13,960               -
Net change in bank indebtedness financing                     (17,151)         17,151
Repurchase of shares for cancellation [note 12]                  (720)         (1,392)
Proceeds from issue of share capital [note 12]                  3,490             651
                                                              -------         -------
Cash flows from (used in) financing activities                (35,967)         (4,182)
                                                              -------         -------

Foreign exchange loss on cash held in foreign currency           (683)         (1,081)
                                                              -------         -------

Net increase (decrease) in cash and cash equivalents           30,547         (21,859)
Cash and cash equivalents, beginning of the year                7,343          29,202
                                                              -------         -------
Cash and cash equivalents, end of the year                     37,890           7,343
                                                              =======         =======
</TABLE>

See accompanying notes

<PAGE>

STANTEC INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stantec Inc. ("the Company") is a provider of comprehensive professional
services in the area of infrastructure and facilities for clients in the public
and private sectors. The Company's services include planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences, and project economics.

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Company prepares its consolidated financial statements in accordance with
Canadian generally accepted accounting principles (GAAP). The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant estimates used in
the preparation of these consolidated financial statements include the
percentage of completion of fixed fee and variable fee with ceiling contracts,
provisions for losses on incomplete contracts, allowances for doubtful accounts
receivable, provision for legal claims, provision for self-insured liabilities,
the fair value of stock-based awards, the fair value of identifiable intangible
assets acquired in business acquisitions, and future cash flows used to estimate
the fair value of reporting units for goodwill impairment purposes. Actual
results may differ from these estimates. These financial statements have, in
management's opinion, been properly prepared within reasonable limits of
materiality and within the framework of the accounting policies summarized
below.

On January 1, 2004, the Company adopted the recommendations of Section 1100 of
the CICA Handbook, Generally Accepted Accounting Principles. This section
establishes standards for financial reporting in accordance with GAAP. It
describes what constitutes GAAP and its sources and states that an entity should
apply every primary source of GAAP that deals with the accounting and reporting
in financial statements of transactions or events it encounters. The initial
adoption of these recommendations on a prospective basis on January 1, 2004, did
not have an impact on the Company's financial statements.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its subsidiary companies, all of which are wholly owned. The results of the
operations of subsidiaries acquired during the year are included from their
respective dates of acquisition.

Joint ventures and partnerships are accounted for on the proportionate
consolidation basis, which results in the Company recording its pro rata share
of the assets, liabilities, revenues, and expenses of each of these entities.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and unrestricted investments with initial
maturities of three months or less. Such investments are carried at the lower of
cost or market value.

                                                                               1
<PAGE>

INVESTMENTS

Investments in associated companies over which the Company is able to exercise
significant influence, but not control, are accounted for using the equity
method, which reflects the Company's investment at original cost plus its share
of earnings (losses) net of dividends received.

Other investments, including investments held for self-insured liabilities, are
recorded at cost. When a loss in the value of such investments occurs that is
other than temporary, the investment is written down to recognize the loss.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost less accumulated depreciation.
Depreciation is calculated at annual rates designed to write off the costs of
assets over their estimated useful lives as follows:

Engineering equipment            20% - 30% declining balance
Business information systems     straight-line over 3 to 5 years
Office equipment                 20% - 30%declining balance
Automotive equipment             30%declining balance
Leasehold improvements           straight-line over term of lease plus one
                                 renewal period to a maximum of 15 years
Buildings                        4% - 5% declining balance

LEASES

Leases that transfer substantially all of the risks and benefits of ownership of
assets to the Company are accounted for as capital leases. Assets under capital
leases are recorded at the inception of the lease together with the related
long-term obligation to reflect the purchase and financing thereof. Rental
payments under operating leases are expensed as incurred.

From time to time, the Company enters into or renegotiates premises operating
leases that result in the receipt of lease inducement benefits. These benefits
are accounted for as a reduction of rental expense over the terms of the
associated leases.

GOODWILL AND INTANGIBLE ASSETS

The cost of intangible assets with finite lives is amortized over the period in
which the benefits of such assets are expected to be realized, principally on a
straight-line basis. The Company's policy is to amortize client relationships
with determinable lives over periods ranging from 10 to 15 years. Contract
backlog is amortized over estimated contractual lives of generally less than one
year. Other intangible assets include technology and non-compete agreements,
which are amortized over estimated lives of one to three years. Goodwill is not
amortized but is evaluated annually for impairment by comparing the fair value
of the reporting unit, determined on a discounted after-tax cash flow basis, to
the carrying value. An impairment loss would be recognized if the carrying value
of the goodwill were to exceed its fair value.

LONG-LIVED ASSETS

The Company monitors the recoverability of long-lived assets, including property
and equipment and intangible assets with finite lives, using factors such as
expected future asset utilization, business climate and future undiscounted cash
flows expected to result from the use of the related assets. An impairment loss
would be recognized if the carrying value of the long-lived asset were to exceed
its fair value.

                                                                               2
<PAGE>

ACCRUAL AND INVESTMENTS HELD FOR SELF-INSURED LIABILITIES

The Company self-insures certain risks related to professional liability. The
accrual for self-insured liabilities includes estimates of the costs of reported
claims and is based on estimates of loss using assumptions made by management,
including consideration of actuarial projections.

The Company invests funds to support the accrual for self-insured liabilities.
These investments are classified in other assets as investments held for
self-insured liabilities.

FORWARD CONTRACTS

The Company enters into forward currency exchange contracts to manage risk
associated with net operating assets denominated in US dollars. The Company's
policy is to not utilize derivative financial instruments for trading or
speculative purposes. These derivative contracts, which are not accounted for as
hedges, are marked to market, and any changes in the market value are recorded
in income or expense when the changes occur. The fair value of these instruments
is recorded as accounts receivable or payable.

NON-INTEREST BEARING DEBT

Non-interest bearing debt is carried at its present value using discount rates
based on the bank prime rate prevailing at the time the debt was issued. The
discount is applied over the term of the debt and is charged to interest
expense.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable, costs
and estimated earnings in excess of billings, bank indebtedness, accounts
payable and accrued liabilities, and billings in excess of costs and estimated
earnings approximate their fair values because of the short-term maturity of
these instruments. The carrying amount of bank indebtedness approximates fair
value because the applicable interest rate is based on variable reference rates
or is fixed for a short term. The carrying values of other financial assets and
financial liabilities approximate fair values except as otherwise disclosed in
the financial statements.

CREDIT RISK

Financial instruments that subject the Company to credit risk consist primarily
of cash and cash equivalents, investments held for self-insured liabilities,
accounts receivable, and costs and estimated earnings in excess of billings. The
Company maintains an allowance for estimated credit losses and mitigates the
risk of its investment in bonds through the overall quality and mix of its bond
portfolio. The Company provides services to diverse clients in various
industries and sectors of the economy, and its credit risk is not concentrated
in any particular client, industry, economic or geographic sector.

INTEREST RATE RISK

The Company is subject to interest rate risk to the extent that its credit
facilities are based on floating rates of interest. In addition, the Company is
subject to interest rate pricing risk to the extent that the Company's
investments held for self-insured liabilities contain fixed rate government and
corporate bonds. The Company has not entered into any derivative agreements to
mitigate these risks.

REVENUE RECOGNITION

In the course of providing its services, the Company incurs certain direct costs
for subconsultants and other expenditures that are recoverable directly from
clients. These direct costs are included in the Company's gross revenue. Since
such direct costs can

                                                                               3
<PAGE>

vary significantly from contract to contract, changes in gross revenue may not
be indicative of the Company's revenue trends. Accordingly, the Company also
reports net revenue, which is gross revenue less subconsultant and other direct
expenses.

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method. Contract revenue is recognized on the
ratio of contract costs incurred to total estimated costs. Provisions for
estimated losses on incomplete contracts are made in the period in which the
losses are determined. Revenue from time and material contracts without stated
ceilings and from short-term projects is recognized as costs are incurred.
Revenue is calculated based on billing rates for the services performed. Costs
and estimated earnings in excess of billings represents work in progress that
has been recognized as revenue but not yet invoiced to clients. Billings in
excess of costs and estimated earnings represents amounts that have been
invoiced to clients but not yet recognized as revenue.

EMPLOYEE BENEFIT PLANS

The Company contributes to group retirement savings plans and an employee share
purchase plan based on the amount of employee contributions subject to maximum
limits per employee. The Company accounts for such defined contributions as an
expense in the period in which the contributions are made. The expense recorded
in 2004 is $7,311,000 (2003 - $5,980,000). The Company does not provide
postemployment or postretirement benefits.

FOREIGN CURRENCY TRANSLATION

Transactions denominated in a foreign currency and the financial statements of
foreign subsidiaries (excluding US-based subsidiaries) included in the
consolidated financial statements are translated as follows: monetary items at
the rate of exchange in effect at the balance sheet date; non-monetary items at
historical exchange rates; and revenue and expense items (except depreciation
and amortization, which are translated at historical exchange rates) at the
average exchange rate for the year. Any resulting gains or losses are included
in income in the year incurred.

The Company's US-based subsidiaries are designated as self-sustaining
operations. The financial statements of these subsidiaries are translated using
the current rate method. Under this method, assets and liabilities are
translated at the rate of exchange in effect at the balance sheet date, and
revenue and expense items (including depreciation and amortization) are
translated at the average rate of exchange for the year. The resulting exchange
gains and losses are deferred and included as a separate component of
shareholders' equity in the cumulative translation account.

STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS

The Company has one share option plan, which is described in note 12, and
accounts for grants under this plan in accordance with the fair value based
method of accounting for stock-based compensation. Compensation expense for
stock options awarded under the plan is measured at the fair value at the grant
date using the Black-Scholes valuation model and is recognized over the vesting
period of the options granted. In years prior to January 1, 2002, the Company
recognized no compensation expense when shares or stock options were issued.

INCOME TAXES

The Company uses the liability method to account for income taxes. Under this
method, future income tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of assets and
liabilities and measured using the

                                                                               4
<PAGE>

substantively enacted tax rates and laws that will be in effect when these
differences are expected to reverse.

EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the year. Diluted earnings per share is
computed using the treasury stock method, which assumes that the cash that would
be received on the exercise of options is applied to purchase shares at the
average price during the year and that the difference between the shares issued
upon the exercise of options and the number of shares obtainable under this
computation, on a weighted average basis, is added to the number of shares
outstanding. Antidilutive options are not considered in computing diluted
earnings per share.

2. BUSINESS ACQUISITIONS

Acquisitions are accounted for under the purchase method of accounting, and the
results of earnings since the respective dates of acquisition are included in
the consolidated statements of income. The purchase prices of acquisitions are
generally subject to price adjustment clauses included in the purchase
agreements. From time to time, as a result of the timing of acquisitions in
relation to the Company's reporting schedule, certain of the purchase price
allocations may not be finalized at the initial time of reporting. In the case
of some acquisitions, additional consideration may be payable based on future
performance parameters. As at December 31, 2004, the maximum contingent
consideration that may be payable in 2005 and future years is approximately
$712,000. Such additional consideration is recorded as additional goodwill in
the period in which confirmation of the consideration to be paid is known.

During 2004, the Company acquired the shares and businesses of The Sear-Brown
Group (April 2, 2004), GBR Architects Limited (May 31, 2004), and Dunlop
Architects Inc. (October 8, 2004) and the assets and business of Shaflik
Engineering (November 26, 2004). The Company also adjusted the purchase price on
the Cosburn Patterson Mather Limited (2002), The Spink Corporation (2001), APAI
Architecture Inc. and Mandalian Enterprises Limited (2003), Graeme & Murray
Consultants Ltd. (2002), Ecological Services Group Inc. (2003), and The RPA
Group (2002) acquisitions pursuant to price adjustment clauses included in the
purchase agreements. The purchase price allocations for the Dunlop Architects
Inc. and GBR Architects Limited acquisitions have not yet been finalized.
Purchase price allocations are completed after the vendors' final financial
statements and income tax returns have been prepared and accepted by the
Company. We expect to finalize these purchase price allocations during the
second quarter of 2005.

During 2003, the Company acquired the shares and businesses of APAI Architecture
Inc. and Mandalian Enterprises Limited (January 2, 2003) and of Ecological
Services Group Inc. (May 30, 2003) for consideration consisting of cash and
promissory notes and the net assets and businesses of Optimum Energy Management
Incorporated (October 31, 2003) and Inner Dimension Design Associates Inc.
(November 28, 2003) for cash consideration. The Company also paid additional
contingent consideration in connection with the Cosburn Patterson Mather Limited
(2002) acquisition and adjusted the purchase price on The Pentacore Group of
Companies (2001), English Harper Reta Architects (2002), Site Consultants, Inc.
(2002), Beak International Incorporated (2002), GeoViro Engineering Ltd. (2002),
McCartan Consulting Ltd. (2002), and The RPA Group (2002) acquisitions pursuant
to price adjustment clauses included in the purchase agreements.

                                                                               5
<PAGE>

Details of the aggregate consideration given and the fair values of net assets
acquired are as follows:

<TABLE>
<CAPTION>
                                                     2004      2003
(in thousands of dollars)                             $         $
                                                   -------   -------
<S>                                                <C>       <C>
Cash consideration                                  12,432     4,300
Promissory notes                                     1,487     3,375
                                                    ------     -----
Purchase price                                      13,919     7,675
                                                    ------     -----
Assets and liabilities acquired at fair values
Bank indebtedness assumed                           (6,413)   (1,746)
Non-cash working capital                             6,057     3,578
Property and equipment                               3,211     1,337
Investments - other                                     87        44
Goodwill                                            18,425     3,848
Intangible assets                                    2,158     1,344
Other liabilities                                   (1,642)        -
Long-term debt                                      (8,414)     (646)
Future income taxes                                    450       (84)
                                                    ------     -----
Net assets acquired                                 13,919     7,675
                                                    ======     =====
</TABLE>

Of the goodwill, $18,413,000 (2003 - $3,816,000) is non-deductible for income
tax purposes.

3. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                         2004                     2003
                                ---------------------  -------------------------
                                         Accumulated               Accumulated
                                  Cost   depreciation     Cost     depreciation
                                     $         $           $             $
(in thousands of dollars)       -------  ------------  ---------  --------------
<S>                             <C>      <C>           <C>        <C>
Engineering equipment            33,622      19,058      27,261        12,257
Business information systems      9,681       1,796       7,223           328
Office equipment                 19,953       7,519      17,654         6,017
Automotive equipment              4,254       2,578       3,406         1,850
Leasehold improvements           11,994       2,031       6,570         1,386
Buildings                         1,901         594      27,191         1,553
Land                                433           -       1,756             -
                                 ------      ------      ------        ------
                                 81,838      33,576      91,061        23,391
                                 ------      ------      ------        ------
Net book value                         48,262                   67,670
                                 ==================      ====================
</TABLE>

In 2004 the Company completed the sale of its Edmonton office building (included
in buildings and land) for cash proceeds of $34,500,000. Concurrent with the
sale, the Company leased the property back for a period of 15 years. The lease
is accounted for as an operating lease. The resulting gain of $7,103,000 has
been deferred and will be amortized over the lease term [note 9].

Included in buildings is construction work in progress in the amount of $89,000
(2003 -$8,942,000) on which depreciation has not started.

                                                                               6
<PAGE>

4. GOODWILL

<TABLE>
<CAPTION>
                                                     2004         2003
(in thousands of dollars)                             $             $
                                                   --------     --------
<S>                                                <C>          <C>
Goodwill, beginning of year                         69,696       72,423
Current year acquisitions                           18,006        5,047
Additional purchase price payments                       -          925
Other purchase price adjustments                       419       (2,124)
Impact of foreign exchange on goodwill balances     (3,427)      (6,575)
                                                    ------       ------
Goodwill, end of year                               84,694       69,696
                                                    ======       ======
</TABLE>

5. INTANGIBLE ASSETS

<TABLE>
<CAPTION>
(in thousands of dollars)            2004                        2003
                           ------------------------    -------------------------
                             Gross                      Gross
                           Carrying    ACCUMULATED     Carrying    Accumulated
                            Amount     AMORTIZATION     Amount     amortization
                              $             $             $             $
                           --------    ------------    --------    -------------
<S>                        <C>         <C>             <C>         <C>
Client relationships        6,859         1,195         5,626            691
Contract backlog              339           290           905            901
Other intangible assets       750           185           266             93
                            -----         -----         -----          ------
                            7,948         1,670         6,797          1,685
                            -----         -----         -----          ------
Carrying amount                     6,278                     5,112
                            ===================         =====================
</TABLE>

Once an intangible asset is fully amortized, the gross carrying amount and the
related accumulated amortization are removed from the accounts.

6. OTHER ASSETS

<TABLE>
<CAPTION>
                                                              2004      2003
(in thousands of dollars)                                      $         $
                                                             ------    -----
<S>                                                          <C>       <C>
Investments held for self-insured liabilities                 9,562
Investment in associated companies                            1,909    1,844
Investments - other                                           1,114    1,137
                                                             12,585    2,981
Less current portion of investments held for self-insured
liabilities                                                   4,831        -
                                                             ------    -----
                                                              7,754    2,981
                                                             ======    =====
</TABLE>

The investments held for self-insured liabilities consist of government and
corporate bonds of $8,740,000 and equity securities of $822,000. The bonds bear
interest at rates ranging from 3.5 to 8.6% per annum. The estimated fair value
of the bonds at December 31, 2004, is $8,761,000 and of the equities is
$839,000. The term to maturity of the bond portfolio is $1,580,000 due within
one year and $7,160,000 due from one to five years.

7. BANK INDEBTEDNESS

The Company has a revolving credit facility in the amount of $30 million to
support general business operations. The facility matures on July 30, 2005,
subject to extension by the parties for a 364-day period. Depending on the form
under which the credit facility is accessed, rates of interest will vary between
Canadian prime, US base rate, LIBOR

                                                                               7
<PAGE>

rate plus 75 basis points, or bankers acceptance rates plus 75 basis points. At
December 31, 2004, none of this facility was accessed (December 31, 2003 -
$8,300,000 was utilized). The credit facility agreement contains restrictive
covenants, including, but not limited to, debt to earnings ratio, earnings to
debt service ratio, current assets to current liabilities ratio and a minimum
shareholders' equity. The Company is in compliance with all covenants under this
agreement as at December 31, 2004. All assets of the Company are held as
collateral under a general security agreement for the bank indebtedness and bank
loan [note 8].

Included in bank indebtedness at December 31, 2003 was $6,930,000 related to an
interim loan obtained to finance the construction of the Edmonton office
building. Interest, calculated daily at Canadian prime plus 0.25% (2003 -
4.75%), was payable monthly. The loan was supported by a general security
agreement and a second mortgage. It was repaid during 2004 upon the sale of the
Edmonton office building.

8. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                               2004      2003
(in thousands of dollars)                       $         $
                                              ------    ------
<S>                                           <C>       <C>
Non-interest bearing note payable                111       102
Other non-interest bearing notes payable       7,862    14,436
Bank loan                                     23,997    19,186
Mortgages payable                              1,765    10,609
Other                                            240      .242
                                              ------    ------
                                              33,975    44,575
Less current portion                          12,820    13,416
                                              ------    ------
                                              21,155    31,159
                                              ======    ======
</TABLE>

The non-interest bearing note payable is due November 1, 2027 in the amount of
$933,000. The note's carrying value of $111,000 is determined using a discount
rate of 9.75%. If the non-interest bearing note payable were discounted at
interest rates in effect at December 31, 2004, the fair value of the note would
be $124,000 (2003 -$124,000).

The carrying values of the other non-interest bearing notes payable have been
calculated using a weighted average rate of interest of 5.80% and are supported
by promissory notes. The notes are due at various times from 2005 to 2007. The
aggregate maturity value of the notes is $8,336,000 (2003 - $15,132,000).
$47,000 (2003 - $206,000) of the notes' carrying value is payable in US funds
(US $39,000; 2003 - US $158,000). The carrying value of these notes approximates
their fair value based on interest rates in effect at December 31, 2004.

The bank loan is due in equal quarterly principal payments of US$ 1,562,000 (or
Canadian-dollar equivalent) plus accrued interest to October 1, 2008, and bears
interest at LIBOR or bankers acceptance rates plus 125 to 165 basis points. The
actual rate is dependent upon certain ratio calculations determined on a
quarterly basis. The interest rate applicable at December 31, 2004, was 3.47%
(2003 - 3.71%). $21,997,000 (2003 -$5,186,000) of the bank loan is denominated
in US dollars (US $18,300,000; 2003 - US $4,000,000). Collateral and restrictive
covenants for the bank loan are described in note 7. The Company also maintains
a $17 million US dollar denominated acquisition credit facility, which was
unutilized at December 31, 2004 and 2003.

                                                                               8
<PAGE>

The mortgages payable bear interest at a weighted average rate of 7.67%, are due
in 2006, and are supported by first mortgages against land and buildings.
Monthly payments of principal and interest are approximately $16,000.

Other long-term debt bears interest at a weighted average rate of 5.84% and is
due at dates ranging from 2005 to 2007. No assets are pledged in support of this
debt.

Principal repayments required on long-term debt in each of the next five years
and thereafter are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                  $
- -------------------------                -------
<S>                                      <C>
       2005                              12,820
       2006                              10,968
       2007                               8,617
       2008                               1,459
       2009                                   -
       Thereafter                           111
                                         ------
                                         33,975
                                         ======
</TABLE>

In 2004 net interest of $2,805,000 (2003 - $2,637,000) was incurred. $2,219,000
(2003 -$2,681,000) was incurred on the long-term debt. At December 31, 2004, the
Company had issued and outstanding letters of credit totaling $1,702,000.

9. OTHER LIABILITIES

<TABLE>
<CAPTION>
                                                                2004         2003
                                                               ------       -----
<S>                                                            <C>          <C>
(in thousands of dollars)                                           $           $
Provision for self-insured liabilities                          5,236       2,410
Deferred gain on sale leaseback                                 7,073           -
Lease inducement benefits                                       4,742       1,902
Lease liabilities on exit activity                              2,817           -
                                                               ------       -----
                                                               19,868       4,312
Less current portion included in accrued liabilities            3,050       2,853
                                                               ------       -----
                                                               16,818       1,459
                                                               ======       =====
</TABLE>

Effective August 1, 2003, the Company began self-insuring a portion of its
estimated liabilities which may arise in connection with reported legal claims
[note 11]. This provision is based on the results of an actuarial review
performed in 2004 with the current and long-term portion determined based on the
actuarial estimate provided. At December 31, 2004, the long-term portion was
$4,731,000.

Accrued charges of $0.9 million for lease liabilities arising from downsizing or
closing offices in existing operations were incurred in 2004 with an additional
$3.5 million assumed in respect of acquisitions made during the year. Payments
of $ 1.4 million were made in 2004. The impact of foreign currency changes on
this accrual was a reduction of $0.2 million.

10. COMMITMENTS

                                                                               9

<PAGE>

Commitments for annual basic premises rent under long-term leases and for
equipment and vehicle operating leases for the next five years are as follows:

<TABLE>
<CAPTION>
(in thousands of dollars)                             $
- -------------------------                         -------
<S>                                               <C>
          2005                                     29,509
          2006                                     26,551
          2007                                     23,750
          2008                                     17,952
          2009                                     16,259
          Thereafter                               93,645
                                                  -------
                                                  207,666
                                                  =======
</TABLE>

11. CONTINGENCIES

In the normal conduct of operations, various legal claims are pending against
the Company alleging, among other things, breaches of contract or negligence in
connection with the performance of consulting services. The Company carries
professional liability insurance, subject to certain deductibles and policy
limits, and has a captive insurance company that provides insurance protection
against such claims. In some cases, parties are seeking damages that
substantially exceed the Company's insurance coverage. Based on advice and
information provided by legal counsel, and the Company's previous experience
with the settlement of similar claims, management believes that the Company has
recognized adequate provisions for probable and reasonably estimable liabilities
associated with these claims and that their ultimate resolutions will not
materially exceed insurance coverages or have a material adverse effect on the
Company's consolidated financial position or annual results of operations.

12. SHARE CAPITAL

AUTHORIZED

Unlimited Common shares, with no par value Unlimited Preferred shares issuable
in series with attributes designated by the Board of Directors

COMMON SHARES ISSUED AND OUTSTANDING

<TABLE>
<CAPTION>
                                                     Capital Stock                     Contributed Surplus
                                  -------------------------------------------------    -------------------
                                          2004                        2003              2004         2003
                                  ---------------------      ----------------------    -------------------
                                    # of                       # of
(in thousands of dollars)           shares         $           shares           $        $             $
                                  ----------     ------      ----------      ------    -------       -----
<S>                               <C>            <C>         <C>             <C>       <C>           <C>
Balance, beginning of the         18,327,284     84,281      18,282,720      83,973      1,842       1,247
year
Share options exercised
   for cash                          573,101      3,490         119,264         651
Shares repurchased under
   normal course issuer bid          (29,300)      (134)        (74,700)       (343)        (4)         (5)
Reclassification of fair value
   of stock options previously
   expensed                                          19                                    (19)
Stock-based compensation
   expense                                                                                 725         600
                                                                                       -------       -----
</TABLE>

                                                                              10

<PAGE>

<TABLE>
<S>                               <C>            <C>         <C>             <C>       <C>           <C>
BALANCE, END OF THE YEAR          18,871,085     87,656      18,327,284      84,281      2,544       1,842
</TABLE>

During 2004, 29,300 common shares (2003 - 74,700) were repurchased for
cancellation pursuant to an ongoing normal course issuer bid at a cost of
$720,000 (2003 -$1,392,000). Of this amount, $134,000 (2003 - $343,000) and
$4,000 (2003 - $5,000) reduced the share capital and contributed surplus
accounts respectively, with $582,000 (2003 - $1,044,000) being charged to
retained earnings.

During 2004, the Company recognized a stock-based compensation expense of
$1,014,000 (2003 - $706,000) in administrative and marketing expenses. The
amount relating to the fair value of options granted ($725,000; 2003 - $600,000)
was reflected through contributed surplus, and the amount relating to deferred
share unit compensation ($289,000; 2003 - $106,000) was reflected through
accrued liabilities, $120,000 of which was paid during 2004. Upon the exercise
of share options for which a stock-based compensation expense has been
recognized, the cash paid together with the related portion of contributed
surplus is credited to share capital.

SHARE OPTIONS

Under the Company's share option plan, options to purchase common shares may be
granted by the Board of Directors to directors, officers, and employees. Options
are granted at exercise prices equal to or greater than fair market value at the
issue date, generally vest evenly over a three-year period, and have contractual
lives that range from five to 10 years. The aggregate number of common shares
reserved for issuance that may be purchased upon the exercise of options granted
pursuant to the plan shall not exceed 1,116,073 common shares. At December 31,
2004, 44,740 options are available for issue.

The Company has granted share options to directors, officers, and employees to
purchase 1,071,333 shares at prices between $3.50 and $27.10 per share. These
options expire on dates between March 12, 2005, and January 2, 2013.

<TABLE>
<CAPTION>
                                           2004                              2003
                                  -----------------------------     ----------------------------
                                    # OF       WEIGHTED AVERAGE       # OF      WEIGHTED AVERAGE
                                   Shares      EXERCISE PRICE        SHARES      EXERCISE PRICE
                                  ---------    ----------------     ---------   ----------------
                                                      $                                $
<S>                               <C>          <C>                  <C>         <C>
SHARE OPTIONS, BEGINNING OF
  THE YEAR                        1,479,100            9.28         1,296,200          6.09
GRANTED                             167,000           24.50           307,500         21.29
EXERCISED                          (573,101)           6.09          (119,264)         5.46
CANCELLED                            (1,666)          18.40            (5,336)        12.62
                                  ---------       ---------         ---------         -----
SHARE OPTIONS, END OF THE YEAR    1,071,333           13.34         1,479,100          9.28
                                  =========       =========         =========         =====
</TABLE>

The Company has issued options to directors, officers, and employees at December
31, 2004, as follows:

<TABLE>
<CAPTION>
                         Options Outstanding                         Options Exercisable
- -----------------------------------------------------------    ----------------------------
                                    Weighted
                                    Average
                                    Remaining      Weighted                        Weighted
Range of                            Contractual    Average                         Average
Exercise                            Life in        Exercise      Shares            Exercise
Prices          Outstanding         Years          Price       Exercisable          Price
<S>             <C>                 <C>            <C>         <C>                 <C>
</TABLE>

                                                                              11

<PAGE>

<TABLE>
<S>             <C>                 <C>            <C>         <C>                 <C>
        $             #                                 $            #               $
  3.50 - 3.60       373,000            1.8             3.56        373,000             3.56
  5.20 - 7.00       108,100            1.1             6.07        108,100             6.07
14.50 - 18.85       176,733            7.6            15.51        107,822            14.95
  21.00-27.10       413,500            6.8            23.14         52,167            21.00
- -------------   -----------            ---         --------    -----------         --------
   3.50-27.10     1,071,333            4.2            13.34        641,089             7.32
=============   ===========            ===         ========    ===========         ========
</TABLE>

The fair value of options granted subsequent to January 1, 2002, is determined
at the date of grant using the Black-Scholes option-pricing model. The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including expected stock price volatility. Because the
Company's employee stock options have characteristics that are significantly
different from those of traded options, and because changes in subjective input
assumptions can materially affect the fair value estimate, in management's
opinion the existing models do not necessarily provide a reliable single measure
of the fair value of the Company's employee stock options.

The estimated fair value of options granted, both at the share market price on
the grant date and in excess of the share market price on the grant date, was
determined using the following weighted average assumptions:

<TABLE>
<CAPTION>
                                                 2004                  2003
                                               ---------       -------------------------------
                                                Granted         Granted         Granted
                                               at market       at market   in excess of market
                                               ---------       ---------   -------------------
<S>                                            <C>             <C>         <C>
Risk-free interest rate (%)                         4.07            4.48           5.04
Expected hold period to exercise (years)             6.0             6.2            9.1
Volatility in the price of the Company's
shares (%)                                          26.1            27.4           28.5
Dividend yield                                       0.0             0.0            0.0
Weighted average fair value per option              8.46            7.40           6.04
</TABLE>

13. CUMULATIVE TRANSLATION ACCOUNT

The foreign currency cumulative translation account represents the unrealized
gain or loss on the Company's net investment in self-sustaining US based
operations. The change in the cumulative translation account during the year
relates to the fluctuation in the value of the Canadian dollar relative to the
US dollar. Balance sheet accounts denominated in US dollars have been translated
to Canadian dollars at the rate of 1.2020 (2003-1.2965).

14. INCOME TAXES

The effective income tax rate in the consolidated statements of income differs
from statutory Canadian tax rates as a result of the following:

<TABLE>
<CAPTION>
                                                                2004        2003
                                                                 %            %
                                                                ----        ----
<S>                                                             <C>         <C>
Income tax expense at statutory Canadian rates                  34.7        36.8
Increase (decrease) resulting from:
</TABLE>

<PAGE>

<TABLE>
<S>                                                             <C>          <C>
  Loss (income) from associated companies accounted
    for on the equity basis                                    (0.3)        (0.6)
 Rate differential on foreign income                           (2.0)         0.6
 Non-deductible expenses:
    Meals and entertainment                                      1.4         1.4
    Stock compensation                                           0.6         0.6
 Non-taxable foreign income net of non-creditable
    withholding taxes                                           (1.3)       (1.6)
  Other                                                         (0.7)       (0.5)
                                                                ----        ----
                                                                32.4        36.7
                                                                ====        ====
</TABLE>

Significant components of the Company's future income tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
                                                                          2004              2003
(in thousands of dollars)                                                  $                 $
                                                                         ------             -----
<S>                                                                      <C>                <C>
Future income tax assets
Differences in timing of deducibility of expenses                         9,434             6,060
Loss carryforwards                                                        2,316             2,051
Share issue and other financing costs                                       237               431
sTax cost of property and equipment in excess of carrying value             684               645
Deferred gain on sale of building                                         1,518                 -
Other                                                                       700               224
                                                                         ------             -----
                                                                         14,889             9,411
Less current portion                                                      8,532             5,924
                                                                         ------             -----
                                                                          6,357             3,487
                                                                         ======             =====
</TABLE>

<TABLE>
<CAPTION>
                                                                          2004              2003
(in thousands of dollars)                                                   $                 $
                                                                         ------            ------
<S>                                                                      <C>               <C>
Future income tax liabilities
Cash to accrual adjustments on acquisition of US subsidiaries             2,091               508
Differences in timing of taxability of revenues                           7,702             9,955
Carrying value of property and equipment in excess of tax cost            5,025             2,970
Carrying value of intangible assets in excess of tax cost                 2,016             1,996
Other                                                                     2,135             1,755
                                                                         ------            ------
                                                                         18,969            17,184
Less current portion                                                     10.653            10,802
                                                                         ------            ------
                                                                          8,316             6,382
                                                                         ======            ======
</TABLE>

At December 31, 2004, loss carryforwards of approximately $3,516,000 are
available to reduce the taxable income of certain Canadian subsidiaries. These
losses expire as set out below:

<TABLE>
<CAPTION>
(in thousands of dollars)                                  $
- ------------------------                                -----
<S>                                                     <C>
       2006                                                22
       2007                                               325
       2008                                             1,454
       2009                                                66
       2010                                               636
       2014                                             1,013
                                                        -----
                                                        3,516
                                                        =====
</TABLE>

                                                                              13

<PAGE>

In addition, the Company has loss carryforwards of approximately $3,795,000
available to reduce the taxable income of certain US subsidiaries that expire at
varying times over the next 20 years.

The potential income tax benefits that will result from the application of
Canadian and US tax losses have been recognized in these financial statements.

15. EARNINGS PER SHARE

The number of basic and diluted common shares outstanding, as calculated on a
weighted average basis, is as follows:

<TABLE>
<CAPTION>
                                                                              2004            2003
                                                                                #               #
                                                                           ----------      ----------
<S>                                                                        <C>             <C>
Basic shares outstanding                                                   18,499,598      18,329,960
Share options (dilutive effect of 1,041,333 options; 2003 - 1,419,100)        507,691         788,056
                                                                           ----------      ----------
Diluted shares outstanding                                                 19,007,289      19,118,016
                                                                           ==========      ==========
</TABLE>

16. CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Cash flows from operating activities determined by the indirect method are as
follows:

<TABLE>
<CAPTION>
                                                                          2004             2003
(in thousands of dollars)                                                  $                $
                                                                         ------          --------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year                                                  30,190            25,070
Add (deduct) items not affecting cash:
 Depreciation of property and equipment                                  11,986             9,912
 Amortization of intangible assets                                          927               925
 Future income tax                                                       (3,595)            4,508
 Loss on dispositions of investments and property and equipment            (504)               57
 Stock-based compensation expense                                           894               706
 Share of income from equity investments                                   (385)             (580)
                                                                         ------
Dividends from equity investments                                           300
                                                                         ------          --------
                                                                         39,813            40,598
                                                                         ------          --------
Change in non-cash working capital accounts:
Accounts receivable                                                      (1,542)           (1,252)
 Costs and estimated earnings in excess of billings                      30,218           (35,239)
 Prepaid expenses                                                           496               113
Accounts payable and accrued liabilities                                 (4,589)           13,944
 Billings in excess of costs and estimated earnings                       1,600             4,951
 Income taxes payable/recoverable                                        11,355            (6,222)
                                                                         ------          --------
                                                                         37,538           (23,705)
                                                                         ------          --------
Cash flows from operating activities                                     77,351            16,893
                                                                         ======          ========
</TABLE>

17. JOINT VENTURES

The Company participates in joint ventures with other parties as follows:

                                                                PERCENTAGE OWNED

                                                                              14

<PAGE>

<TABLE>
<CAPTION>
                                                                              2004         2003
                                                                               %             %
                                                                             -----         ----
<S>                                                                          <C>           <C>
yyC.T. Joint Venture                                                            20           20
Stantec - S&L Partnership                                                       50           50
Colt Stantec Joint Venture                                                      50           50
Edmonton International Airports Joint Venture                                   33           33
Pine Creek Consultants Joint Venture                                            33           33
Dunlop Joint Ventures                                                        33-80          n/a
                                                                             -----         ----
</TABLE>

As part of the acquisition of Dunlop Architects Inc. (Dunlop), the Company
acquired the interests of 13 joint ventures entered into by Dunlop. The interest
held in these joint ventures ranges from 33 to 80%, and each is project
specific.

A summary of the assets, liabilities, revenues, expenses, and cash flows
included in the consolidated financial statements related to joint ventures is
as follows:

<TABLE>
<CAPTION>
Statements of income:                                                      2004             2003
                                                                          -----            ------
<S>                                                                       <C>              <C>
(in thousands of dollars)                                                   $                 $
Gross revenue                                                             1,186            11,949
Subconsultant and other direct expenses                                     894             9,611
Administrative and marketing expenses                                       217               776
                                                                          -----            ------
Net income for the vear                                                      75             1.562
                                                                          =====            ======
Balance sheets:
Current assets                                                            3,445             1,547
                                                                          =====            ======
Current liabilities                                                       2,822             1,583
                                                                          =====            ======
Statements of cash flows:
Cash flows used in operating activities                                   (274)               (86)
                                                                          =====            ======
</TABLE>

18. SEGMENTED INFORMATION

The Company provides comprehensive professional services in the area of
infrastructure and facilities throughout North America and internationally. The
Company considers the basis on which it is organized, including geographic areas
and service offerings, in identifying its reportable segments. Operating
segments of the Company are defined as components of the Company for which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in allocating resources and assessing
performance. The chief operating decision maker is the Chief Executive Officer
(CEO) of the Company.

During 2003, the Company had seven operating segments, of which five were
aggregated into the Consulting Services reportable segment. The two remaining
operating segments (Design Build and Technology), which were below the
quantitative thresholds in the recommendations of the Canadian Institute of
Chartered Accountants, were disclosed in the Other reportable segment. In
addition to the above-noted operating segments, corporate administration groups
reported to the CEO and were included in the Other reportable segment. In the
second quarter of 2004, an additional operating segment was added upon the
acquisition of The Sear-Brown Group, Inc. This new segment has been aggregated
into the Consulting Services reportable segment.

                                                                              15

<PAGE>

The Design Build operating segment consisted of the operations of the Company's
50% share of Lockerbie Stanley Inc. that, at December 31, 2003, was reflected as
assets held for sale pending the finalization of an agreement to sell the
Company's interest. The sale was completed in 2004. In addition, during 2004,
the Company sold the operations related to its Technology segment. Operations
sold during the year have not been presented as discontinued operations, because
the amounts are not material.

Effective 2004, because the operations that comprised the Company's Design Build
and Technology segments were sold and because the Company's corporate
administration groups are not material, all operations of the Company are
included in one reportable segment as Consulting Services.

GEOGRAPHIC INFORMATION

<TABLE>
<CAPTION>
                                                2004                             2003
                                                      Property and                   Property and
                                                       Equipment,                      Equipment,
                                                        Goodwill,                     Goodwill,
                                         Gross         Intangible          Gross       Intangible
                                        Revenues        Assets           Revenues      Assets
(in thousands of dollars)                  $              $                 $           $
- -------------------------               --------      ------------       --------    ------------
<S>                                     <C>           <C>                <C>         <C>
Canada                                   325,844            86,731        290,413         104,088
United States                            190,362            52,032        161,655          37,815
International                              4,673               471          7,874             575
                                        --------      ------------       --------    ------------
                                         520,879           139,234        459,942         142,478
                                        ========      ============       ========    ============
</TABLE>

Gross revenue is attributed to countries based on the location of work
performed.

CUSTOMERS

The Company has a large number of clients in various industries and sectors of
the economy. Gross revenue is not concentrated in any particular client.

19. FORWARD CONTRACTS

At December 31, 2004, the Company had entered into foreign currency forward
contracts that are not accounted for as hedges. These arrangements provided for
the sale of US$10.0 million at rates ranging from 1.2050 to 1.2386 per US
dollar. The fair values of these contracts, estimated using market rates at
December 31, 2004, are $229,000 (2003 - nil). During the year, net unrealized
gains of $229,000 (2003 - nil) relating to derivative financial instruments were
recorded in foreign exchanges (gains) losses.

20. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the
presentation adopted for the current year.

                                                                              16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.45
<SEQUENCE>48
<FILENAME>t17577exv99w45.txt
<DESCRIPTION>EX-99.45
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
           CIBC Mellon Global Securities Services Company
                   CIBC Mellon Trust Company CIBC Mellon

                               [CIBC Mellon LOGO]

March 3, 2005

<TABLE>
<S>                                                  <C>
BC Securities Commission                             Alberta Securities Commission
Saskatchewan Securities Commission                   Manitoba Securities Commission
Ontario Securities Commission                        Quebec Securities Commission
The Office of the Administrator of Securities        Nova Scotia Securities Commission
                   - New Brunswick                   Securities Division - Newfoundland
Registrar of Securities - Prince Edward Island       TSX Venture Exchange
</TABLE>

Dear Sirs:

RE: Stantec Inc. Meeting of Shareholders
- --------------------------------------------------------------------------------

Pursuant to a request from our Principal, we wish to advise you of the following
dates in connection with their ANNUAL AND SPECIAL Meeting of Shareholders:

          DATE OF MEETING                                   10 May 2005
          RECORD DATE FOR NOTICE:                           21 March 2005
          RECORD DATE FOR VOTING:                           21 March 2005
          BENEFICIAL OWNERSHIP DETERMINATION DATE:          21 March 2005
          SECURITIES ENTITLED TO NOTICE:                    Common
          SECURITIES ENTITLED TO VOTE:                      Common

Yours truly,

CIBC MELLON TRUST COMPANY

"SIGNED"

Brian Sankarsingh
Associate Manager
Client Services
(403) 232 - 2406
brian_sankarsingh@cibcmellon.com

cc:     CDS & Co.

  600 The Dome Tower. 333-7th Avenue S.W. Suite 600. Calgary, A.B. T2P 2Z1. Tel
                        403.232.2400. www.cibcmellon.com

CIBC Mellon Global Securities Services Company and CIBC Mellon Trust Company are
                licensed users of the CIBC and Mellon trademark.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.46
<SEQUENCE>49
<FILENAME>t17577exv99w46.txt
<DESCRIPTION>EX-99.46
<TEXT>
<PAGE>
[STANTEC LOGO]

                                 FORM 52-109FT1

            CERTIFICATION OF ANNUAL FILINGS DURING TRANSITION PERIOD

I, A.P. Franceschini, President & CEO, certify that:

1.    I have reviewed the annual filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the year ending December
      31, 2004;

2.    Based on my knowledge, the annual filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the annual filings;

3.    Based on my knowledge, the annual financial statements together with the
      other financial information included in the annual filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the annual filings;

March 30, 2005

/s/ A.P. Franceschini, P.Eng.
- --------------------------------------
A.P. Franceschini, P.Eng.
President & CEO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.47
<SEQUENCE>50
<FILENAME>t17577exv99w47.txt
<DESCRIPTION>EX-99.47
<TEXT>
<PAGE>
[STANTEC LOGO]

                                 FORM 52-109FT1

            CERTIFICATION OF ANNUAL FILINGS DURING TRANSITION PERIOD

I, D.W. Wilson, Vice President & CFO, certify that:

1.    I have reviewed the annual filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the year ending December
      31, 2004;

2.    Based on my knowledge, the annual filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the annual filings; and

3.    Based on my knowledge, the annual financial statements together with the
      other financial information included in the annual filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the annual filings.

March 30, 2005

/s/ D.W. Wilson, P.Eng.
- -----------------------------
D.W. Wilson, P.Eng.
Vice President & CFO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.48
<SEQUENCE>51
<FILENAME>t17577exv99w48.txt
<DESCRIPTION>EX-99.48
<TEXT>
<PAGE>

                                     STANTEC

                                     TSX:STN

                     Annual Information Form March 30, 2005

                                 [STANTEC LOGO]

                                                                          Page 1
<PAGE>

TABLE OF CONTENTS
<TABLE>
<S>                                                                                   <C>
STANTEC INC. ANNUAL INFORMATION FORM                                                   4
 CORPORATE STRUCTURE                                                                   5
 Name, Address and Incorporation                                                       5
 Intercorporate Relationships                                                          5
 GENERAL DEVELOPMENT OF THE BUSINESS                                                   7
Three-Year History                                                                     7
 Current Trends                                                                        8
 DESCRIPTION OF THE BUSINESS                                                           8
     Business Units                                                                    9
     Consulting Services Business Unit                                                10
     Acquisitions                                                                     12
     Research and Development                                                         14
     Intellectual Property                                                            14
     Employees                                                                        14
     Competitive Conditions                                                           14
     Social or Environmental Policies                                                 15
     Foreign Operations                                                               15
     Dividend Policy                                                                  16
 RISK FACTORS                                                                         16
 Potential cancellation of client orders and projects                                 16
 Our ability to complete projects on schedule and within budget                       16
 Our client's satisfaction with the quality of our services                           16
 Potential litigation through exposure to third-party claims                          16
 Competition for new contracts, including pricing pressures                           16
 Economic factors that impact the ability of clients to contract for our              17
 services
Availability of qualified staff and personnel                                         17
 Quality of our clients and their credit risk                                         17
 Risks associated with working in international locations                             17
 DESCRIPTION OF CAPITAL STRUCTURE                                                     18
 Preferred Shares                                                                     18
 Common Shares                                                                        18
 MARKET FOR SECURITIES                                                                19
AUDIT COMMITTEE INFORMATION                                                           19
 Composition of the Audit Committee                                                   19
</TABLE>

                                                                          Page 2

<PAGE>

<TABLE>
<S>                                                                                 <C>
Pre-Approval Policy                                                                 20
External Auditor Service Fees                                                       21
DIRECTORS AND OFFICERS                                                              21
LEGAL PROCEEDINGS                                                                   22
TRANSFER AGENT                                                                      23
MATERIAL CONTRACTS                                                                  23
INTERESTS OF EXPERTS                                                                23
ADDITIONAL INFORMATION                                                              24
APPENDIX l                                                                          25
APPENDIX II                                                                         26
APPENDIX A TO APPENDIX II                                                           31
</TABLE>
<PAGE>

STANTEC INC.    ANNUAL INFORMATION FORM
                MARCH 30, 2005

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Stantec's public communications often include written or oral forward-looking
statements. Forward-looking statements means disclosure regarding possible
events, conditions or results of operations that is based on assumptions about
future economic conditions and courses of action and includes future oriented
financial information.

Statements of this type are included in this Annual Information Form (including
documents incorporated by reference), and may be included in filings with
Canadian securities regulators, or in other communications. Forward-looking
statements may involve, but are not limited to, comments with respect to our
objectives for 2005 and beyond, our strategies or future actions, our targets,
expectations for our financial condition or share price, and the results of or
outlook for our operations or for the Canadian and U.S. economies.

By their nature, forward-looking statements require us to make assumptions and
are subject to inherent risks and uncertainties. There is significant risk that
predictions and other forward-looking statements will not prove to be accurate.
We caution readers of this document not to place undue reliance on our
forward-looking statements as a number of factors could cause actual future
results, conditions, actions or events to differ materially from the targets,
expectations, estimates or intentions expressed in the forward-looking
statements.

In addition to the factors set-out in "Risk Factors", the following factors,
among others, could cause Stantec's actual results to differ materially from
those projected in forward-looking statements:

      -     global capital market activities;

      -     interest rate and currency value fluctuations;

      -     the effects of war or terrorist activities;

      -     the effects of disease or illness on local, national or
            international economies;

      -     the effects of disruptions to public infrastructure, such as
            transportation, communications;

      -     power or water supply disruptions;

      -     industry and worldwide economic and political conditions;

      -     regulatory and statutory developments;

      -     the effects of competition in the geographic and business areas in
            which we operate;

      -     management actions; and

      -     technological changes.

      We caution that the foregoing list of factors is not exhaustive and that
      when relying on forward-looking statements to make decisions with respect
      to Stantec, investors and others should carefully consider these factors,
      as well as other uncertainties and potential events, and the inherent
      uncertainty of forward-looking statements. Stantec does not undertake to
      update any forward-looking statement, whether written or oral, that may be
      made, from time to time, by the organization or on its behalf.

                                                                          Page 4

<PAGE>

CORPORATE STRUCTURE

NAME, ADDRESS AND INCORPORATION

Stantec Inc. was incorporated under the Canada Business Corporations Act on
March 23, 1984 as 131277 Canada Ltd. Stantec's Articles of Incorporation were
amended on several occasions, namely to change the name, amend share attributes,
create and delete classes of shares, reorganize its outstanding share capital
and split its common shares (the "Common Shares") on a two-for-one basis, and
change the minimum and maximum number of directors.

On August 15, 1984 the name 131277 Canada Ltd. was changed to Stanley
Engineering Group Inc. and on October 18, 1989, it was changed to Stanley
Technology Group Inc. On March 30, 1994, Stanley Technology Group Inc.
amalgamated with 3013901 Canada Limited to continue as Stanley Technology Group
Inc. On October 28, 1998, the name Stanley Technology Group Inc. was changed to
Stantec Inc.

The head and principal office of Stantec and its registered and records office
are located at 10160 - 112 Street, Edmonton, Alberta, T5K 2L6.

Reference in this Annual Information Form to "Stantec" includes, as the context
may require, Stantec and all or some of the companies in which it has an
interest collectively, or Stantec or one or more of such companies.

INTERCORPORATE RELATIONSHIPS

The following chart lists, as at December 31, 2004, the intercorporate
relationships among Stantec and Stantec's subsidiaries, the jurisdiction of
incorporation of the companies, and the percentage of voting and restricted
securities held by Stantec:

                                  STANTEC INC.

<TABLE>
<CAPTION>
                                                      PERCENTAGE
                                          PERCENTAGE      OF
                                          OF VOTING   RESTRICTED  JURISDICTION OF
               SUBSIDIARY                   SHARES      SHARES     INCORPORATION
- ----------------------------------------  ----------  ----------  ----------------
<S>                                       <C>         <C>         <C>
659243 B.C. Ltd.                             100         n/a      British Columbia

3038712 Nova Scotia Company                  100         n/a      Nova Scotia

3053837 Nova Scotia Company                  100         n/a      Nova Scotia

Architectura Inc.                              0(1)      100      Alberta

APAI Architecture Inc.                       100         n/a      British Columbia

Dunlop Architects Inc (2)                    100         100      Ontario

Dunlop Murphy Hilgers Architects Inc.(2)      50         n/a      Ontario

Equipment Strategies International           100         n/a      Ontario
Inc.(3)
</TABLE>

                                                                          Page 5

<PAGE>

<TABLE>
<CAPTION>
                                                      PERCENTAGE
                                          PERCENTAGE      OF
                                          OF VOTING   RESTRICTED   JURISDICTION OF
               SUBSIDIARY                   SHARES      SHARES      INCORPORATION
- ----------------------------------------  ----------  ----------  ----------------
<S>                                       <C>         <C>         <C>
Flo Creative Inc.(2)                          100        n/a      Ontario

J. Muller International o Stanley Joint        30        n/a      New Brunswick
Venture Inc.

GKO Power Engineering Ltd.                    100        n/a      Alberta

Interior Design Collaborative Inc.(2)         100        n/a      Ontario

International Insurance Group Inc.            100        n/a      Barbados

Pentacore ADA Consulting, LLC                 100        n/a      Nevada

Planning & Stantec Limited                     51        n/a      Trinidad & Tobago

Project Delivery Holdings, LLC(3)             100        n/a      New York

SEA, Incorporated                             100        100      Nevada

Sear-Brown Associates, P.C.(4)                  0(2)     n/a      New York

SB K-12 Architecture and Engineering,           0(2)     n/a      New Jersey
P.C.(5)

S.B. Long Island Architecture,                  0(2)     n/a      New York
Engineering and Land Surveying,
P.C.(5)

SSBV Consultants Inc.                          33 1/3    n/a      British Columbia

Spink Corporation, The                        100        100      California

Stantec Architecture Inc.                       0(2)     n/a      North Carolina

Stantec Architecture Ltd.                       0(2)     n/a      Federal

Stantec Consulting Caribbean Ltd.             100        n/a      Barbados

Stantec Consulting Inc.                       100        100      Arizona

Stantec Consulting International Ltd.         100        100      Federal

Stantec Consulting Ltd.                       100        n/a      Federal

Stantec Consulting Services Inc.(5)           100        100      New York

Stantec Engineering (Puerto Rico),              0(2)     n/a      Puerto Rico
P.S.C.(5)

Stantec Facilities Ltd.                       100        n/a      Alberta

Stantec Geomatics Ltd.                         50(2)     100      Alberta

Stantec Holdings (Delaware) Inc.              100        100      Delaware
</TABLE>

                                                                          Page 6

<PAGE>

<TABLE>
<CAPTION>
                                                      PERCENTAGE
                                          PERCENTAGE      OF
                                          OF VOTING   RESTRICTED   JURISDICTION OF
               SUBSIDIARY                   SHARES      SHARES      INCORPORATION
- ----------------------------------------  ----------  ----------  ----------------
<S>                                       <C>         <C>         <C>
Stantec Holdings (Delaware) II Inc.          100         100      Delaware

Stantec Holdings Ltd.                        100         100      Alberta

Stantec International Enterprises            100         100      Bahamas
Limited

Stantec International Limited                100         n/a      Barbados

Stantec Technology International Inc.        100         100      Delaware

Teshmont Consultants Inc.                     50         n/a      Federal

Webster & Simmonds Surveying Ltd.            100         n/a      Ontario
</TABLE>

- ---------------------

(1)   Stantec has entered into an agreement with respect to 100% of the voting
      shares of this corporation that allows it to direct control over any
      disposition of the voting shares of this corporation.

(2)   Acquired as part of the acquisition of Dunlop Architects Inc. See the
      General Development of Business section below and the acquisition section
      of the Description of Business on page 11.

(3)   Incorporated on March 26, 2004.

(4)   Acquired as part of the acquisition of The Sear-Brown Group, Inc. See the
      General Development of Business section below and the acquisition section
      of the Description of Business on page 11.

(5)   On December 31, 2004, Stantec Consulting Services Inc. merged into Stantec
      Consulting Group Inc. (formerly The Sear-Brown Group, Inc.). Concurrent
      with the merger, Stantec Consulting Group Inc. changed its name to Stantec
      Consulting Services Inc.

GENERAL DEVELOPMENT OF THE BUSINESS

THREE-YEAR HISTORY

Since Stantec's initial public offering in 1994, it has acquired a number of
firms in Canada and the United States. The acquisitions completed in 2004 are as
set out below:

        April 2004          The Sear-Brown Group, Inc.
        May 2004            GBR Architects Limited
        October 2004        Dunlop Architects Inc.
        November 2004       Shaflik Engineering Ltd. (asset purchase)

In March of 2002 Stantec completed an offering of 600,000 common shares.
Effective May 15, 2002, Stantec subdivided its shares on a two for one basis.
Stantec completed 10 acquisitions in 2002. See "Description of the
Business-Acquisitions".

During 2003, Stantec realigned its organizational structure to accommodate
increasing growth, including a redefinition of its regions and market segments
(see "Business Units" under "Description of the Business" below). Stantec
completed four acquisitions in 2003. See "Description of the
Business-Acquisitions".

                                                                          Page 7

<PAGE>

During 2004, Stantec completed four acquisitions, as described above. Stantec
also saw a change in its Board of Directors with the resignations of Robert E.
Flynn and Stephen D. Lister and the additions of Robert R. Mesel and Susan E.
Hartman.

On January 1, 2004, Stantec Global Technologies Ltd. amalgamated with Stantec
Consulting Ltd. On August 13, 2004, Stantec sold its interest in Lockerbie
Stanley Inc. In the fourth quarter of 2004, Stantec finalized the sale and
leaseback of its office building (Stantec Centre) in Edmonton, Alberta to an
arm's length purchaser.

CURRENT TRENDS

We compete in the professional consulting service industry. This industry, which
includes the engineering, architecture and environmental sciences consulting
industries, is highly fragmented. We believe that industry trends continue to
create acquisition opportunities. Our goal is to continue to increase the size
and profitability of Stantec. This goal will be accomplished partly through the
acquisition of established professional consulting firms in Canada, the United
States and internationally. Our principal acquisition focus is in selected
regions in the United States and Canada.

DESCRIPTION OF THE BUSINESS

Stantec provides professional consulting services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management and project economics for
infrastructure and facilities projects. During 2003, Stantec had seven operating
segments of which five were aggregated into the Consulting Services reportable
segment. Effective January 1, 2004, because of the sale of our Design Build
operating segment and of the Goodfellow EFSOP technology and because the
corporate administration groups are not material, all operations of Stantec are
included in one reportable segment as Consulting Services.

We use a three-dimensional business model, as illustrated below, which is built
on (i) geographic diversification, (ii) practice area specialization and (iii)
provision of services in all phases of a project's lifecycle. This model allows
us to manage risk while pursuing our objective of continued revenue and earnings
growth.

                       [THREE-DIMENSIONAL BUSINESS MODEL]

                                                                          Page 8

<PAGE>

We provide services to clients in both the public and private sectors mainly in
North America through integrated and discipline specific consulting and project
delivery. Our organizational structure gives us both the strength and diversity
of a large organization and a strong regional presence to deliver our services
locally. Our Consulting Services business unit focuses on providing total
infrastructure solutions targeted to five market segments -- Buildings,
Environment, Industrial, Transportation and Urban Land.

BUSINESS UNITS

Consulting Services is our principal focus and we currently operate in five
geographic regions: Canada West, Canada Central, the US Southwest, the US
Southeast and the US Northeast. Affiliated companies, which accounted for less
than one percent of Stantec's revenue, fall within the responsibilities of the
regional management or with the corporate administration group. Stantec balances
its geographic structure and management by also aligning services and management
in five market segments - Buildings, Environment, Industrial, Transportation and
Urban Land.

In 2003, Stantec realigned its organizational units to better reflect its
balanced regional focus and practice area specialization. The two largest and
most mature Regional Operating Units - Canada West and Canada Central, were
further divided into smaller sub-regions. At present, our regions in Canada
include British Columbia, Alberta South, Alberta North, Saskatchewan/Manitoba,
Ontario Southwest, Ontario GTA (Greater Toronto Area), and Ontario East. Our
three US regions are US Southwest, US Southeast and US Northeast.

The five market segments consist of 17 distinct specialist practice areas
including:

      1.    Architecture & Interior Design;

      2.    Buildings Engineering;

      3.    Facilities Planning & Operations;

      4.    Program & Project Management;

      5.    Strategic Management;

      6.    Environmental Infrastructure;

      7.    Environmental Management;

      8.    Bio/pharmaceuticals;

      9.    Manufacturing/Industrial;

      10.   Power Resources & Chemicals;

      11.   Infrastructure Management & Pavement Engineering;

      12.   Transportation infrastructure;

      13.   Transportation Planning & Traffic Engineering;

      14.   Planning & Landscape Architecture;

      15.   Urban Land Engineering;

      16.   Surveys/Geomatics; and

      17.   Quality Control/Assurance.

The business units are managed using a matrix organizational structure, which
balances regional operations with company wide practice area service delivery.
An illustration of our matrix organizational structure is attached as Appendix I
to this Annual Information Form.

                                                                          Page 9

<PAGE>

Stantec currently has only one reportable segment, Consulting Services. The
following chart illustrates the breakdown of gross revenue for 2004 and 2003:

<TABLE>
<CAPTION>
                             2004              2003
       UNITS            ($000)      %     ($000)      %
- -------------------     -------   ----    -------    ---
<S>                     <C>       <C>     <C>        <C>
Consulting Services     520,879   100%    455,466    99%
Other                         -             4,476     1%
</TABLE>

CONSULTING SERVICES BUSINESS UNIT

Consulting Services are provided by Stantec in five provinces in Canada, 15
states in the United States and selected international markets. International
projects generally have been in the water supply, wastewater treatment,
environmental protection, transportation and health care sectors, often in
countries with developing economies.

Our staff and system capabilities allow us to undertake infrastructure and
facilities projects of any size. Currently, most of our projects have total
capital costs of less than $100 million and our potential fees from these types
of projects are generally in the range of 10 percent of the capital costs,
assuming we provide most of the services required. Joint ventures, associations
or subcontract arrangements are often established to deal with larger projects.
As a result, we mitigate our overall risk by working on several thousand
projects each year, none of which would normally exceed 5% of our revenue.

As mentioned above, Stantec's core capabilities in the Consulting Services area
are provided through 17 practice areas, most of which can generally be grouped
into five broad market segments: Buildings, Environment, Industrial,
Transportation and Urban Land. Some practice areas such as Project and Program
Management and Strategic Management Services are offered in all five market
segments.

BUILDINGS MARKET SEGMENT

Stantec provides comprehensive solutions for commercial, industrial and
institutional facilities. Typical projects include hospitals, educational and
recreational facilities, research and technology facilities, office buildings
and commercial centers. Services are delivered through three practice areas:
Architecture & Interior Design, Buildings Engineering and Facilities Planning &
Operations, and include project/program management, facilities management,
strategic planning, architectural design, interior design and structural,
mechanical and electrical engineering. Our services are provided both in
connection with new construction and for existing buildings and facilities. For
existing buildings and facilities, we provide expertise in building operating
systems, performance engineering and ongoing tenant improvements. We also
provide services designed to maximize the efficiency of a building's existing
systems and improve its operations, including analyzing a building's exterior
envelope and evaluating air quality, lighting and energy efficiency. The demand
for these specialized types of services for existing buildings and facilities
tends to be counter-cyclical and improves our ability to generate fees during
periods of economic downturn and reduced capital spending.

Our clients in the Buildings market segment include institutional and commercial
building owners and large multinational firms, as well as government agencies
that build, administer and operate public buildings. Clients also can be
independent authorities or agencies, such as airport authorities, transportation
commissions and transit systems.

                                                                         Page 10

<PAGE>

ENVIRONMENT MARKET SEGMENT

We apply our specialized knowledge and experience to develop and manage
sustainable solutions for air, water and soil. Services are focused in two
practice areas: Environmental Infrastructure and Environmental Management. The
core services we provide in these two practice areas include:

     -   Assimilative Capacity

     -   Wastewater Collection Systems

     -   Municipal & Industrial Wastewater Treatment

     -   Infiltration & Inflow/CSO

     -   Odor and Corrosion Control

     -   Wastewater Pumping

     -   Water Treatment

     -   Water Storage

     -   Distribution Systems

     -   Water Reclamation & Reuse

     -   Environmental Site Management

     -   Environmental Assessment

     -   Water Resources Management

     -   Heritage and Natural Resource Assessment

     -   Waste Management

     -   Risk Assessment

     -   Health & Safety

     -   Air Quality Assessment

     -   Ecotoxicology & GLP Testing

     -   Microbiology Laboratory

We also have specialized expertise in advanced processes for water and
wastewater solutions, including biological/enhanced nutrient removal (BNR/ENR),
microbiological assessment of activated sludge and advanced water treatment. Our
environment services provide multidisciplinary teams of qualified and
experienced engineers, scientists, process specialists, occupational hygienists,
and specialists in environmental regulation and policy.

INDUSTRIAL MARKET SEGMENT

Our comprehensive industrial services are provided in three practice areas:
Bio/Pharmaceutical, Manufacturing/Industrial and Power, Resources and Chemicals.
Services are provided to clients principally in the private sector in the
automotive, chemical, consumer products, forestry, food and beverage,
bio/pharmaceutical, power generation, pulp and paper, utilities, mining and
general manufacturing sectors. Our services to these clients include planning,
engineering and project management. We also provide specialty services including
occupational health and safety (industrial hygiene and prestart operator safety
reviews), system integration, instrumentation and control, electrical energy and
power management, facility planning and design, industrial engineering,
logistics, material handling and commissioning. Projects range from the design
of pilot versions of new processes to the design, process verification,
equipment and materials procurement and project management for the construction
of entire industrial plants. Our bio/pharmaceutical group provides solutions to
companies involved in the discovery, research and development and manufacturing
of a wide range of pharmaceutical and biotechnology products.

                                                                         Page 11

<PAGE>

TRANSPORTATION MARKET SEGMENT

Stantec offers coordinated solutions for the safe and efficient movement of
people, vehicles, aircraft and goods. Our core services include project
management, planning and engineering, which we provide through three practice
areas: Transportation Planning & Traffic Engineering, Transportation
Infrastructure and Infrastructure Management & Pavement Engineering. Services
include: transportation master plans for communities and airports;
transportation investment studies; design of new and upgraded airport
facilities, such as terminals, runways and taxiways; transit facilities, such as
bus and light rail transit systems; new and upgraded bridges; urban roadways;
freeways; interchanges; rural highways; and rail systems. Our specialty services
include simulation modeling, a comprehensive understanding of transportation
demand and supply management principles, extensive use of a range of life cycle
cost and statistical analysis techniques and public consultation and
environmental assessment skills in developing practical, cost-effective,
long-term infrastructure facility plans with broad public support.

A key feature of Stantec's Transportation services is our expertise in
integrated infrastructure/asset management systems and decision-support tools.
Our Infrastructure Management & Pavement Engineering practice area includes
transportation and bridge engineers, roadway and bridge inspection specialists,
infrastructure management specialists, geographic information system (GIS)
specialists and software specialists. This team designs, develops and implements
integrated infrastructure/asset management systems and work management
applications for pavement, bridges, right-of-way features, water, wastewater,
storm water, utilities and other assets. These systems allow governments to
prioritize and to optimize the use of available funds through efficient and
cost-effective planning for public works maintenance, rehabilitation and capital
projects.

Our clients in this market segment are primarily public sector agencies,
transportation authorities and commercial and institutional clients.

URBAN LAND MARKET SEGMENT

Services in this market segment include planning, engineering, surveying,
project management and landscape architecture services. These services are
provided principally to the land development and real estate industries.
Services are delivered through four practice areas: Planning & Landscape
Architecture, Urban Land Engineering, Surveys/Geomatics and Quality
Control/Assurance. We assist our urban land clients through the entire land
development process providing services from the initial master plan development
to project management of the construction of the infrastructure. Services
include or relate to conceptual plans, zoning approval of design infrastructure,
transportation planning, traffic engineering, landscape architecture, urban
planning, design construction review and surveying.

ACQUISITIONS

The following list summarizes acquisitions made by Stantec during its three most
recently completed financial years:

<TABLE>
<CAPTION>
YEAR         BUSINESS ACQUIRED                       NATURE OF BUSINESS
- ----    --------------------------  ---------------------------------------------------
<S>     <C>                         <C>
2004    The Sear-Brown Group, Inc.  Provides engineering, planning, and architectural
                                    services in New York, Ohio, Pennsylvania and Puerto
                                    Rico

2004    GBR Architects Limited      Provides architectural design services in Manitoba

2004    Dunlop Architects Inc.      Provides architectural design services in Ontario
</TABLE>

                                                                         Page 12

<PAGE>

<TABLE>
<CAPTION>
YEAR            BUSINESS ACQUIRED                                   NATURE OF BUSINESS
- ----    --------------------------------    ----------------------------------------------------------------
<S>     <C>                                 <C>
2004    Shaflik Engineering Ltd. (asset     Provides electrical engineering services specializing
        purchase)                           in traffic and sport facility lighting

2003    Ecological Services Group Inc.      Provides environmental management services in Ontario

2003    APAI Architecture Inc.              Provides architectural design services in British Columbia

2003    Optimum Energy Management           Provides engineering management consulting services in Alberta
        Inc. (asset purchase)

2003    Inner Dimension Design              Provides interior design services in Saskatchewan
        Associates Inc. (asset purchase)

2002    McCartan Consulting Ltd.            Provides mechanical engineering services in Saskatchewan

2002    Webster & Simmonds Surveying        Provides surveying services in Ontario
        Ltd.

2002    Cosburn Patterson Mather Limited    Provides engineering and planning services specializing in the
                                            land development and real estate industry in Ontario

2002    GKO Design Consultants Inc.         Provides consulting services specializing in energy, resources,
                                            chemicals and pharmaceuticals in Alberta

2002    M.R.S.F.M. Holdings Ltd.            Provides civil and structural engineering consulting services in
        (Graeme & Murray Consultants        British Columbia
        Ltd.)

2002    GeoViro Engineering Ltd.            Provides environmental consulting services in British Columbia

2002    Site Consultants, Inc.              Provides civil and environmental engineering, land use planning
                                            and surveying services in North Carolina

2002    English Harper Reta Architects      Provides architectural design services in California

2002    The RPA Group Limited               Provides project management services in Ontario, Alberta and
                                            British Columbia

2002    Beak International Incorporated     Provides specialist environmental consulting services in Ontario
</TABLE>

We expect that the number of acquisitions we complete will fluctuate from time
to time because of the availability of suitable firms on terms acceptable to
Stantec. In addition, at any given time we may be focusing our efforts on
integrating previously acquired firms, which will reduce our acquisition
activity.

Generally Stantec seeks to acquire firms with 50 or more employees which will
compliment one of our existing practice areas or regions or which add a new
practice area or regional presence. We consider smaller acquisitions in markets
in which we have existing operations.

                                                                         Page 13

<PAGE>

Stantec has experienced internal growth when existing clients of newly acquired
firms are offered the additional services that Stantec provides. Similarly,
acquired firms' services are cross-marketed to Stantec's existing clients.
Stantec achieves moderate cost savings through the sharing of administrative
overhead, such as payroll services, the sharing of office facilities, if
possible, and the provision of group insurance and centralized financing which
can generally be provided at lower rates than smaller firms can obtain.

RESEARCH AND DEVELOPMENT

Stantec generally conducts research and development in the context of a client's
specific project requirements. Most research and development is conducted in the
areas of infrastructure evaluation and management systems, hydraulic modeling of
water and wastewater systems, pavement evaluation and management systems and
wastewater treatment.

INTELLECTUAL PROPERTY

Stantec relies primarily upon trade secret laws to protect its proprietary
rights in its specialized technologies. There can be no assurance that the
protection provided to its proprietary technology by the laws of foreign
jurisdictions would be substantially similar to the remedies available to
Stantec under the laws of Canada and the United States.

EMPLOYEES

As at December 31, 2004, Stantec had approximately 4350 staff. This total staff
number is comprised of 2150 professionals, 1550 technologists and technicians
and 650 support personnel.

Stantec is a knowledge-based organization and is always seeking talented and
skilled professionals in all of its specialist practice areas. Since the supply
of qualified candidates at times is limited, Stantec uses various recruitment
strategies to address those needs. Examples of our recruitment strategies
include an employee referral bonus program, website job postings, career fairs,
student programs and the ability to offer geographic mobility.

COMPETITIVE CONDITIONS

Stantec works in highly competitive markets and has numerous competitors for all
of the services it offers. The number and identity of competitors varies widely
with the type of service we provide. Moreover, for small to medium sized
projects, Stantec competes with many engineering, architectural and other
professional consulting firms. With larger projects, there are fewer but still
many competitors, however some of these competitors have greater financial and
other resources than those of Stantec. While Stantec competes with other large
private and public companies in certain geographic locations, Stantec's primary
competitors are smaller privately held regional firms in the United States and
Canada.

We believe that our operating structure, our enterprise systems and the breadth
of our professional services differentiate us from other engineering,
architecture and professional consulting firms. Furthermore, our focus on small
to midsize projects distinguishes us from some larger competitors.

                                                                         Page 14

<PAGE>

The principal competitive factors in the services we offer are: reputation
experience; breadth and quality of services; technical proficiency; local
offices; competitive total project fees; and service delivery. Given the
expanding demand for the services we provide, it is likely that additional
competitors will emerge. Notwithstanding this increased competition, we believe
that we will retain the ability to compete effectively with our competition
because of our strengths and expertise in engineering, architecture and related
professional services.

Stantec serves many diverse clients in both the private and public sectors. We
seek to establish ongoing relationships with clients that are likely to produce
repeat business. Stantec is not dependent on any one client or group of clients
for its business. No single client represents more than 5% of total revenue.

Stantec offers a range of pricing structures to its clients but primarily offers
its services based on either a fixed or variable fee contract with a ceiling or
a time-and-material contract without a stated ceiling. Stantec secures its
assignments primarily based on its expertise and contacts, and sometimes on a
competitive bidding process.

SOCIAL OR ENVIRONMENTAL POLICIES

Stantec has adopted an Environment, Health and Safety policy, which provides
that Stantec will carry out the following:

      -     Strive to identify, assess and manage the environmental aspects and
            impacts associated with the services and products provided by
            Stantec;

      -     Strive to identify and manage the environmental, health and safety
            risks and hazards to which Stantec's employees are exposed;

      -     Help Stantec's employees develop an awareness and understanding of
            the environment, health and safety issues relevant to their work;

      -     Strive to comply with legislation, regulations and appropriate
            industry standards;

      -     Monitor and enhance the program through inspections, audits,
            reviews, investigations, corrective actions and other processes; and

      -     Encourage internal and external communication regarding
            environmental, health and safety issues.

Stantec has included this policy in its Environment, Health and Safety manual.
The manual sets out a detailed process for ensuring that all employees are
familiar with the policy and that appropriate individuals within Stantec
regularly review environment, health and safety matters.

FOREIGN OPERATIONS

Stantec conducts a portion of its business outside of North America.
Specifically, foreign operations included projects undertaken in the Caribbean
(primarily in Barbados but also in Trinidad, Tobago, Antigua, Belize and Peurto
Rico), in Asia (China, India and Korea), in South America (Peru, Brazil, Bolivia
and Columbia) and in other locations (Cyprus, UAE, Madagascar, Kenya and
Pakistan). Such operations accounted for one percent of Stantec's revenues in
2004. Some of this work involves political risk, contracts with foreign clients
and working under foreign legal systems.

                                                                         Page 15

<PAGE>

DIVIDEND POLICY

Stantec currently has no plans to pay dividends on its Common Shares. Instead,
Stantec plans to reinvest its net income to continue its corporate strategy of
growth. The payment of dividends on Common Shares in the future will depend on
the need of Stantec to finance growth, the financial condition of Stantec and
other factors which the Board of Directors may consider appropriate in the
circumstances.

RISK FACTORS

Like all professional services firms in the infrastructure and facilities
industry, Stantec is exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

POTENTIAL CANCELLATION OF CLIENT ORDERS AND PROJECTS

This is an operational risk to Stantec because cancelled orders and projects
negatively impact Stantec's revenues and overall profitability.

OUR ABILITY TO COMPLETE PROJECTS ON SCHEDULE AND WITHIN BUDGET

Stantec often provides its services to clients based on a fixed fee or variable
fee contract with a ceiling. If Stantec is unable to complete a project within
the agreed upon fee structure then the overall profitability of the project is
reduced. Projects not completed on schedule reduce profitability because
personnel must continue to work on the project longer than anticipated, which
may prevent them from pursuing and working on new projects. Projects that are
over budget or not on schedule can also lead to client dissatisfaction.

OUR CLIENT'S SATISFACTION WITH THE QUALITY OF OUR SERVICES

Client dissatisfaction is an operational risk to Stantec because such
dissatisfaction may lead to law suits, a failure or delay in payment for our
services or a reduced likelihood of receiving further work from the client.

POTENTIAL LITIGATION THROUGH EXPOSURE TO THIRD-PARTY CLAIMS

Stantec's operations are subject to the risk of third-party claims in the normal
course of its business, some of which may be substantial. Although we believe
that we have made adequate arrangements for insuring against these risks, there
is no assurance that these arrangements will sufficiently finance any particular
claim or claims. Moreover, Stantec may become subject to liability that cannot
be insured against or against which Stantec may choose not to insure because of
high premium costs or for other reasons.

COMPETITION FOR NEW CONTRACTS, INCLUDING PRICING PRESSURES

Stantec works in highly competitive markets and has numerous competitors for all
of the services it offers. The number and identity of competitors varies widely
with the type of service we provide. Moreover, for small to medium sized
projects, Stantec competes with many engineering, architectural and other
professional consulting firms. With larger projects, there are fewer but still
many competitors, however some of these competitors have greater financial and
other resources than those of Stantec. While Stantec competes with other large
private and public companies in certain geographic locations, Stantec's primary
competitors are smaller privately held regional firms in the United States and
Canada.

                                                                         Page 16

<PAGE>

ECONOMIC FACTORS THAT IMPACT THE ABILITY OF CLIENTS TO CONTRACT FOR OUR SERVICES

Adverse economic factors may require clients to reduce their capital budgets,
which, in turn, may reduce the amount of money they spend on Stantec's services.
This factor reduces Stantec's revenues and overall profitability.

AVAILABILITY OF QUALIFIED STAFF AND PERSONNEL

The shortage of available staff and personnel negatively affects Stantec's
ability to secure projects and also negatively affects Stantec's ability to
complete existing projects.

QUALITY OF OUR CLIENTS AND THEIR CREDIT RISK

If some of our clients are of a lesser quality and are a credit risk, it
increases the likelihood that they will not pay us for our services, or will
delay paying for our services. In addition, these types of clients are more
likely to bring claims against us and they have a higher tendency toward
dissatisfaction with the services we provide.

RISKS ASSOCIATED WITH WORKING IN INTERNATIONAL LOCATIONS

As a result of Stantec conducting a portion of its business in international
locations, it is subject to political risks, contracts with foreign clients, and
working under foreign legal systems.

We mitigate our operating risks through our business strategy and other
protective measures. As mentioned previously, our three-dimensional business
model of geographic, practice area and project life cycle diversification
minimizes our dependency on any particular geographic area, industry or economic
sector for our income. Stantec also mitigates risk by entering into a diverse
range of contracts with a wide range of fee amounts.

To address the risk of competition for qualified personnel and to maintain our
ability to attract and retain staff, we offer a number of employment incentives,
including training programs, employee share ownership (for Canadian employees)
and opportunities for professional development and enhancement, along with
compensation plans that we believe to be innovative, flexible and designed to
reward top performance.

Stantec also maintains insurance coverage for its operations, including policies
covering general liability, automobile liability, environmental liability,
workers' compensation and employers' liability, directors' and officers'
liability and professional liability insurance. The maximum coverage under our
professional liability policy is generally $35 million per claim and per annum,
with a per claim deductible of $500,000 and an aggregate excess deductible of
$2.5 million. In September 2003, Stantec established a regulated captive
insurance company to insure and fund the payment of any professional liability
self-insured retentions related to claims arising after August 1, 2003. We, or
our clients, also obtain project-specific insurance for designated projects from
time-to-time. In addition, we invest resources in a Risk Management team
dedicated to providing company-wide support and guidance on risk avoidance and
professional practices and procedures. One such practice is to carry out select
client evaluations, including credit risk appraisals, before entering into
contract agreements in order to reduce the risk of non-payment for our services.

We have a comprehensive project manager training program aimed at skill
development in risk mitigation, project planning, quality control and assurance,
and financial administration, among other project management responsibilities.
We believe that improved project management across our operations will increase
our ability to deliver projects on schedule and within budget.

                                                                         Page 17

<PAGE>

As well, we believe our experience and knowledge in conducting business outside
North America help us mitigate the risks of undertaking international projects.
This work involves political uncertainties, contracts with foreign clients and
operating under foreign legal systems.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of Stantec consists of an unlimited number of
preferred shares, issuable in series (the "Preferred Shares"), and an unlimited
number of Common Shares of which, as at December 31, 2004, no Preferred Shares
and 18,871,085 Common Shares have been issued and are outstanding. The material
rights, privileges, restrictions and conditions attached to the Preferred Shares
and the Common Shares are summarized below.

PREFERRED SHARES

The Preferred Shares may be issued in one or more series, each series to consist
of such number of shares and to have such rights, privileges, restrictions and
conditions as may, before the issue thereof, be determined by the board of
directors of Stantec. The holders of the Preferred Shares as a class are not
entitled to receive notice of or to attend any meeting of the shareholders of
Stantec and are not entitled to vote at any such meeting, except to approve
amendments to the terms of the Preferred Shares as a class or as required by
law. Each series of Preferred Shares will rank pari passu with each other series
of Preferred Shares with respect to the entitlement to dividends or distribution
of assets in the event of the liquidation, dissolution or winding-up of Stantec.
The Preferred Shares as a class rank ahead of the Common Shares with respect to
entitlement to dividends and distribution of assets in the event of the
liquidation, dissolution or winding-up of Stantec.

COMMON SHARES

The holders of Common Shares are entitled to receive, as and when declared by
the board of directors of Stantec, dividends in such amount and in such form as
the board of directors of Stantec may from time to time determine. The holders
of the Common Shares are entitled to receive notice of and to attend all
meetings of shareholders of Stantec and have one vote for each Common Share held
at all such meetings, except for meetings at which only holders of another
specified class or series of shares of Stantec are entitled to vote separately
as a class or series. The Common Shares rank behind the Preferred Shares with
respect to entitlement to dividends and distribution of assets in the event of
liquidation, dissolution or winding-up of Stantec.

                                                                         Page 18

<PAGE>

MARKET FOR SECURITIES

Stantec's Common Shares are listed for trading on the Toronto Stock Exchange
under the symbol "STN." The trading information for the period from January 1,
2004 to December 31, 2004 is set out below:

<TABLE>
<CAPTION>
  MONTH    HIGH($)  LOW($)   VOLUME*
- ---------  -------  ------  ---------
<S>        <C>      <C>     <C>
January       23.5    22.2    285,300
February     27.08   23.35    645,900
March        27.39    25.2    573,000
April        29.39   26.56    312,900
May           28.9      25    298,000
June         27.95    24.2    471,200
July         27.15      25    236,700
August       25.81    20.6    903,400
September    24.39    22.8    410,400
October       23.9   20.35    359,500
November        25   21.83    474,800
December     26.48   24.25    764,400
                            5,735,500
</TABLE>

*     Volume numbers are rounded to the nearest hundred shares.

AUDIT COMMITTEE INFORMATION

Audit Committee Terms of Reference

The responsibilities and duties of Stantec's Audit Committee are set out in the
Committee's Terms of Reference, the text of which is attached as Appendix II to
this Annual Information Form.

COMPOSITION OF THE AUDIT COMMITTEE

Stantec's Audit Committee is made up of the following three members: William
(Bill) Grace (Chair), John (Jack) Finn and Robert Mesel.

The Board of Directors believes that the composition of the Audit Committee
reflects an appropriate level of financial literacy and expertise. Each member
of the Audit Committee has been determined by the Board to be "independent" and
"financially literate" as such terms are defined under Canadian securities laws.
In addition, the Board has determined that Mr. Grace is an "Audit Committee
Financial Expert" as such term is defined under United States securities laws.
The following is a description of the education and experience of each member of
the Committee that is relevant to the performance of his responsibilities as a
member of the Audit Committee:

Bill Grace is a graduate of the University of Alberta and a Fellow Chartered
Accountant (FCA). During his business career, he served as the chief financial
officer with several Alberta corporations including Chieftain Development Co.
Ltd., R. Angus (Alberta) Limited and Canadian Utilities Limited. From 1988 to
1994, he was a managing partner in the Edmonton office of Price Waterhouse. Bill
is the recipient of several awards including the Alberta Achievement Award from
the Province of

                                                                         Page 19

<PAGE>

Alberta, the Lifetime Achievement Award from the Alberta Institute of Chartered
Accountants and the University of Alberta Alumni Award of Excellence. Bill
currently holds a number of corporate directorships with corporations in
addition to Stantec, including the Forzani Group, Melcor Developments, Millar
Western Forest Products and several private companies. He is also the
independent chairman of the Edmonton Pipe Industry Pension and Health & Welfare
Trust Funds, a director of the Mutual Fund Dealers Association of Canada and a
public Council member of the Association of Professional Engineers, Geologists
and Geophysicists of Alberta. Bill has been active over the past twenty-five
years in numerous community and professional activities.

E. John (Jack) Finn joined the Stantec Board in 1995 and currently serves on the
Audit Committee. Jack is the retired Chairman of Dorr-Oliver, Inc. a process
engineering and equipment firm. An electrical engineering graduate of Carnegie
Mellon University, Jack's business experience has focused on operations and
general management. He held various executive positions with The Carborundum
Company, Kennecott Corporation and The Standard Oil Company. In addition to
Stantec, Jack is currently a Director of Vodium of Washington, DC and Dairy
Delicious of New York, NY. Jack also is a Member of the National Association of
Corporate Directors.

Robert R. Mesel, is an experienced business professional with expertise in
business development, administration, accounting, and finance. Prior to his
retirement in 1998, Mr. Mesel was a director and/or trustee for a number of
organizations, including Financial Executives Institute (Northeast Ohio
Chapter), Ohio Council for Economic Education, Greater Cleveland Salvation Army
and Canisius College. Mr. Mesel completed his Bachelor of Business
Administration in accounting at Canisius College, his Masters of Business
Administration at State University of New York, and the advanced management
program at Harvard Business School. He is also the past president of BP
Chemicals Inc. and Chase Brass & Copper Company.

PRE-APPROVAL POLICY

The Audit Committee must pre-approve the audit and non-audit services performed
by the independent auditor in order to ensure that the provision of such
services does not impair the auditor's independence. Unless a type of service to
be provided by the independent auditor has received general pre-approval, it
will require specific pre-approval by the Audit Committee. Any proposed services
exceeding pre-approved cost levels will require specific pre-approval by the
Audit Committee.

                                                                         Page 20

<PAGE>

EXTERNAL AUDITOR SERVICE FEES

Aggregate fees paid to Ernst & Young LLP, Stantec's external auditor, during the
fiscal years ended December 31, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>
     Category       Note    2004       2003
- ------------------  ----   -------   -------
<S>                 <C>    <C>       <C>
Audit Fees           1     406,000   406,000
Audit-Related Fees   2           -    27,000
Tax Fees             3     448,000   324,000
All Other Fees                   -         -
Total                      854,000   757,000
</TABLE>

1 - Audit Fees - audit services provided by Ernst & Young LLP for the audit and
review of our financial statements or services normally provided by Ernst &
Young LLP in connection with statutory and regulatory filings or engagements.

2 - Audit-Related Fees - assurance and related services provided by Ernst &
Young LLP that are reasonably related to the performance of the audit or review
of the financial statements and are not reported under "Audit Fees" including
consultations concerning our captive insurance company and compliance reports
related to project contracts.

3 - Tax Fees - professional services rendered by Ernst & Young LLP for tax
compliance, tax advice and tax planning, including tax advice relating to
potential business acquisitions.

DIRECTORS AND OFFICERS

The following tables list the directors and officers of Stantec, their
municipality of residence, as well as their principal occupation within the five
preceding years:

<TABLE>
<CAPTION>
                                 Directors of Stantec Inc.
                                 -------------------------

               Name and
      Municipality of Residence               Principal Occupation        Director since
- -----------------------------------  -----------------------------------  --------------
<S>                                  <C>                                  <C>
NEILSON A. "DUTCH" BERTHOLF, JR.(2)  Corporate Director                       1998

Phoenix, AZ USA

ROBERT J. BRADSHAW(2)                Chairman, Contor Industries Limited      1993
Toronto, ON Canada                   (management company)

E. JOHN (JACK) FINN(1)               Corporate Director                       1995
Madison, CT USA

ANTHONY P. FRANCESCHINI              President & CEO of Stantec               1994
Edmonton, AB Canada

WILLIAM D. GRACE(1,2)                Corporate Director                       1994
Edmonton, AB Canada
</TABLE>

                                                                         Page 21

<PAGE>

<TABLE>
<CAPTION>
         Name and
Municipality of Residence               Principal Occupation              Director since
- -------------------------  ---------------------------------------------  --------------
<S>                        <C>                                            <C>
SUSAN E. HARTMAN(2)        President and CEO of The Hartman                     2004
Rochester, NY USA          Group, a management consulting firm

ROBERT R. MESEL(1)         Corporate Director                                   2004
Kiawah Island, SC USA

RONALD TRIFFO              Chairman of the Board of Stantec                     1985
Edmonton, AB Canada
</TABLE>

(1)   member of Audit Committee

(2)   member of Corporate Governance and Compensation Committee

All directors are re-elected annually. Each of the directors of Stantec has been
engaged for more than five years, in their present principal occupation or in
other capacities with the company or organization (or a predecessor thereof) in
which they currently hold their principal occupation.

                            OFFICERS OF STANTEC INC.

NAME AND MUNICIPALITY OF RESIDENCE         PRINCIPAL OCCUPATION

  RONALD TRIFFO
  Edmonton, AB Canada                      Chairman of the Board

  ANTHONY P. FRANCESCHINI
  Edmonton, AB Canada                      President & CEO

NAME AND MUNICIPALITY OF RESIDENCE         PRINCIPAL OCCUPATION

  DONALD W. WILSON
  St. Albert, AB Canada                    Vice President & CFO

  JEFFREY S. LLOYD                         Vice President, Secretary & General
  Edmonton AB Canada                       Counsel

All of the above officers have held their present position or other positions
within Stantec for the past five years.

As at March 1, 2005, as a group the directors and officers of Stantec held,
either directly or indirectly, or exercised control over 62,658 of the voting
shares (Common Shares) of Stantec.

LEGAL PROCEEDINGS

1.    Celanese Canada Inc. - Stantec is named as one of 12 defendants in an
      action issued on June 19, 2003 by Celanese Canada Inc. and Celanese Ltd.
      in the Ontario Superior Court of Justice. The following parties are named
      as defendants: Murray Demolition Corp.; Canadian Bearings Ltd.; Farrokh
      Khalili; Abra Projects Ltd.; Gerry Hamaliuk; Usher Canada, Limited;
      Caltech Design Inc.; Aphex Imaging Inc.; Hossein Banijamali; Canadian
      Petroleum Processing & Equipment Inc.; Stantec Consulting Ltd.; and
      Zayanderhood Petrochemical Company.

                                                                         Page 22

<PAGE>

      Stantec was retained by one of the other Defendants (Caltech Design Inc. -
      based in Calgary) to provide detailed design engineering and project
      management services without construction phase services in relation to
      decommissioning of Celanese's Edmonton Vinyl Acetate Monomer Plant.
      Stantec has been named in Celanese's $110 million suit for alleged breach
      of proprietary information/technology and alleged breach of
      confidentiality agreements. Celanese claims that some or all of the
      Defendants misappropriated, without permission, Celenese's property and
      proprietary information. Stantec's role was as a subconsultant to Caltech
      providing professional consulting services only. Stantec denies any
      wrongdoing. Stantec has agreed to an interim settlement with Celanese
      regarding disclosure of all materials in Stantec's possession relating to
      the project in question. It is Stantec's view that there is no merit to
      Celanese's claims as against Stantec. While Stantec contests the
      allegations made, no Statement of Defense has been required of Stantec to
      date. The litigation is being case-managed.

2.    Valerie Parris - Sear-Brown, a company acquired by Stantec in April 2004,
      provided design services for a roadway in New York State. A multi-vehicle
      accident occurred on the roadway on November 28, 2001. Ms. Parris advanced
      a civil claim in New York State on or about December 1, 2003 alleging,
      among other things, negligence in the design and construction of the
      roadway. Ms. Parris alleges that as a result of the accident, Alonzo
      Raynard Parris sustained fatal injuries and his son, Raynard Paris
      sustained injury and mental distress. Sear Brown is one of a number of
      Defendants in the legal proceeding. Damages sought total $43 million.
      Sear-Brown's insurer has responded to the claim. The allegations against
      Sear-Brown have been denied and are being contested.

In addition to the claims noted above, Stantec has other claims and suits
pending, both by and against Stantec. These are normal and typical to the
industries in which Stantec operates. Where appropriate, these claims have been
reported to Stantec's and its predecessors' insurers who are in the process of
adjusting and/or defending them. None are expected to have a material effect on
the financial position of Stantec.

TRANSFER AGENT

CIBC Mellon Trust Company is the transfer agent for Stantec at its offices in
Calgary, Alberta and Toronto, Ontario.

MATERIAL CONTRACTS

Stantec did not enter into any material contracts outside of the ordinary course
of business in 2004. Stantec considers the acquisition of professional services
firms to be in the ordinary course of business.

INTERESTS OF EXPERTS

Stantec's auditors are Ernst & Young LLP, 1800 Scotia 2, Scotia Place, 10060
Jasper Avenue, Edmonton, Alberta, T5J 3R8. Stantec's consolidated financial
statements as at December 31, 2004 and for the year then ended have been filed
under National Instrument 51-102 in reliance on the report of Ernst & Young LLP,
independent Chartered Accountants, given their authority as experts in auditing
and accounting. As at March 30, 2005, the partners of Ernst & Young LLP did not
own any Stantec Inc. Common Shares.

                                                                         Page 23

<PAGE>

ADDITIONAL INFORMATION

Upon request being made by any person to the secretary of Stantec, Stantec shall
provide to that person the following:

      a)    When the securities of Stantec are in the course of a distribution
            pursuant to which a short form prospectus or a preliminary short
            form prospectus has been filed in respect of a distribution of its
            securities:

            i)    One copy of this Annual Information Form, together with one
                  copy of any document or the pertinent pages of such documents
                  incorporated by reference therein;

            ii)   One copy of Stantec's comparative financial statements for the
                  most recently completed financial year for which financial
                  statements have been filed, together with the accompanying
                  report of the auditor, and one copy of any interim financial
                  statements of Stantec that have been filed, if any, for any
                  period subsequent to the financial statements for the most
                  recently completed financial year;

            iii)  One copy of the Management Information Circular of Stantec in
                  respect of the most recent annual meeting of shareholders
                  which involved the election of directors; and

            iv)   One copy of any other documents that are incorporated by
                  reference into the preliminary short form prospectus or the
                  short form prospectus that are not required to be provided
                  under (i) to (iii) above; or

      b)    At any other time, one copy of any other documents referred to in
            (a)(i), (ii), and (iii) above. Stantec may require the payment of a
            reasonable charge if the request is made by a person who is not a
            security holder of Stantec.

Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of Stantec's securities, options to purchase
securities and interests of insiders in material transactions, where applicable,
is contained in Stantec's Information Circular for the most recent Annual
Meeting of Shareholders which involved the election of directors. Information
with respect to Stantec's public securities filings are available on the SEDAR
website at www.sedar.com. Additional financial information is provided in
Stantec's comparative financial statements and management's discussion and
analysis for the most recently completed financial year.

Edmonton, Alberta
March 30, 2005

                                                                JEFFREY S. LLOYD
                                                                       Secretary

                                                                         Page 24

<PAGE>

APPENDIX I

                                [PRACTICE AREAS]

                                                                         Page 25

<PAGE>

APPENDIX II

[STANTEC LOGO]          STANTEC INC.
                        AUDIT COMMITTEE - TERMS OF REFERENCE (MANDATE)

A.    OVERVIEW AND PURPOSE

      The Audit Committee (the "Committee") is appointed by, and responsible to
      the Board of Directors (the "Board"). The Committee approves, monitors,
      evaluates, advises and makes recommendations, in accordance with these
      terms of reference, on matters affecting the external and internal audits,
      risk management matters and the financial reporting and accounting control
      policies and practices of the Corporation.

B.    MEMBERSHIP & ATTENDANCE AT MEETINGS

      1.    The members of the Committee shall be composed of three unrelated
            and independent directors, appointed by the Board, all of whom must
            be financially literate and at least one member shall have
            accounting or related financial management expertise. For greater
            clarity, an unrelated independent director is one who is not
            affiliated with the Corporation and does not received any fee of any
            kind from the Corporation, other than fees related to being a
            director.

      2.    The Chair of the Committee shall be designated by the Board.

      3.    Attendance by invitation at all or a portion of Committee meetings
            is determined by the Committee Chair or its members, and would
            normally include the CFO of the Corporation, representatives of the
            external auditor and such other officers or support staff as may be
            deemed appropriate.

C.    DUTIES AND RESPONSIBILITIES

      The following outlines the duties and responsibilities of the Committee
      and should be read in conjunction with the annual workplan attached hereto
      as Appendix A.

      1.    Review, and recommend to the Board for approval, the annual audited
            financial statements.

      2.    Review, and recommend to the Board for approval, the following
            public disclosure documents:

            (a)   the financial content of the annual report;

            (b)   the annual management information circular and proxy
                  materials;

            (c)   the annual information form, including any regulatory
                  requirements for audit committee reporting obligations; and

                                                                         Page 26

<PAGE>

            (d)   the management discussion and analysis section of the annual
                  report.

      3.    Review and, if appropriate, recommend to the Board to authorize the
            release of the quarterly unaudited financial statements including
            management's discussion and analysis, the quarterly interim report
            to shareholders and the quarterly press release on earnings of the
            Corporation.

      4.    Review, and recommend to the Board for approval, all financial
            statements, reports of a financial nature, and the financial content
            of prospectuses or any other reports which require approval by the
            Board prior to submission thereof to any regulatory authority.

      5.    Review the CEO and CFO certification of annual and interim
            disclosure as required by the regulatory authorities.

      6.    Discuss with management the Corporation's major financial risk
            exposures and the steps management has taken to monitor and control
            such exposures, including the Corporation's risk assessment and risk
            management policies.

      7.    Review with management on an annual basis, the Corporation's
            obligations pursuant to guarantees that have been issued and
            material obligations that have been entered into, and the manner in
            which these guarantees and obligations have been, or should be,
            disclosed in the financial statements.

      8.    Review and assess, in conjunction with management and the external
            auditor, at lease annually or on a quarterly basis where appropriate
            or required:

            (a)   the appropriateness of accounting policies and financial
                  reporting practices used by the Corporation, including
                  alternative treatments that are available for consideration;

            (b)   any significant proposed changes in financial reporting and
                  accounting policies and practices to be adopted by the
                  Corporation;

            (c)   any new or pending developments in accounting and reporting
                  standards that may affect or impact on the Corporation; and

            (d)   the key estimates and judgements of management that may be
                  material to the financial reporting of the Corporation.

      9.    Assess the performance and consider the annual appointment of
            external auditor for recommendation to the Board for ultimate
            recommendation for appointment by the shareholders.

      10.   Review, approve and execute the annual engagement letter with the
            external auditor, and ensure there is a clear understanding between
            the Board, the Committee, the external auditor and management that
            the external auditor reports directly to the shareholders and the
            Board through the Committee. The terms of the engagement letter
            should include, but not limited to the following:

            (a)   staffing;

            (b)   objectives and scope of the external audit work;

            (c)   materiality limits;

                                                                         Page 27

<PAGE>

            (d)   audit reports required;

            (e)   areas of audit risk;

            (f)   timetable; and,

            (g)   the proposed fees.

      11.   Obtain and review a report from the external auditor at least
            annually regarding the auditor's independence and the profession's
            or audit firm requirements regarding audit partner rotation.

      12.   Approve, before the fact, the engagement of the external auditor for
            all non-audit services and the fees for such services, and consider
            the impact on the independence of the external audit work of fees
            for such non-audit services.

      13.   Review all fees paid to the external auditor for audit services and,
            if appropriate, recommend their approval to the Board.

      14.   Receive an annual certification from the external auditor that they
            participate in the public oversight program established by the
            Canadian Public Accountability Board (CPAB) and that they are in
            good standing with the CPAB.

      15.   Receive and resolve any disagreements between management and the
            external auditor regarding all aspects of the Corporation's
            financial reporting.

      16.   Review with the external auditor the results of the annual audit
            examination including, but not limited to, the following:

            (a)   any difficulties encountered, or restrictions imposed by
                  management, during the annual audit;

            (b)   any significant accounting or financial reporting issues;

            (c)   the auditor's evaluation of the Corporation's system of
                  internal accounting controls, procedures and documentation;

            (d)   the post-audit or management letter containing any findings or
                  recommendations of the external auditor including management's
                  response thereto and the subsequent follow-up to any
                  identified internal accounting control weaknesses; and

            (e)   any other matters which the external auditor should bring to
                  the attention of the Committee.

      17.   Meet with the external auditor at every meeting of the Committee or
            as requested by the auditor, without management representatives
            present; and to meet with management, at least annually or as
            requested by management, without the external auditor present.

      18.   Obtain reasonable assurance, by discussions with and reports from
            management, the external auditor and the internal auditors (where
            applicable), that the accounting systems are reliable and that the
            system of internal controls is effectively designed and implemented.

                                                                         Page 28

<PAGE>

      19.   At least annually, request the external auditor to provide their
            views on the quality (not just the acceptability) of the
            Corporation's annual and interim financial reporting. Such quality
            assessment should encompass judgements about the appropriateness,
            aggressiveness or conservatism of estimates and elective accounting
            principles or methods and judgements about the clarity of
            disclosures.

      20.   When there is to be a change in the external auditor, review all
            issues related to the change, including the information to be
            included in the notice of change of auditor called for under
            National Policy 31 and the planned steps for an orderly transition.

      21.   Review any litigation, claim or other contingency, including tax
            assessments, that could have a material effect upon the financial
            position or operating results of the Corporation, and the manner in
            which these matters have been disclosed in the financial statements.

      22.   Review on a periodic basis the need for an internal audit function
            and assess the control systems in place that mitigate the need for
            an internal audit function.

      23.   Review annually, or as required, the appropriateness of the system
            of internal controls and approval policies and practices concerning
            the expenses of the officers of the Corporation, including the use
            of the Corporation's assets.

      24.   Review and approve, on a quarterly after-the-fact basis, the expense
            accounts of the Board Chair and the Chief Executive Officer of the
            Corporation.

      25.   On an annual basis, review the adequacy of the Corporation's
            insurance program.

      26.   Review, as required, any claims of indemnification pursuant to the
            by-laws of the Corporation.

      27.   Engage independent counsel and other advisors as may be deemed or
            considered necessary, and determine the fees of such counsel and
            advisors.

      28.   In accordance with the Corporation's policy established for this
            purpose, review and determine the disposition of any complaints
            received from any shareholders, regulatory body, employee or others
            in regard to internal controls, financial reporting, or any
            accounting or auditing matter.

      29.   Conduct an annual assessment of the effectiveness of the Committee
            and provide a report thereon to the Board.

      30.   Review and approve the Corporation's hiring policies regarding
            employees and former employees of the present and former external
            auditors of the Corporation.

      31.   Request such information and explanations in regard to the accounts
            of the Corporation as the Committee may consider necessary and
            appropriate to carry out its duties and responsibilities.

      32.   Consider any other matters which, in the opinion of the Committee or
            at the request of the Board, would assist the directors to meet
            their responsibilities.

                                                                         Page 29

<PAGE>

      33.   Review annually the terms of reference for the Committee and to
            recommend any required changes to the Board.

      34.   Provide reports and minutes of meetings to the Board.

D.    MEETINGS

      1.    Regular meetings of the Committee are held at least four times each
            year.

      2.    Meetings may be called by the Committee Chair or by a majority of
            the Committee members, and usually in consultation with management
            of the Corporation.

      3.    Meetings are chaired by the Committee Chair or, in the Chair's
            absence, by a member chosen by the Committee from among themselves.

      4.    A quorum for the transaction of business at any meeting of the
            Committee is a majority of the appointed members.

      5.    The Secretary of the Corporation shall provide for the delivery of
            notices, agendas and supporting materials to the Committee members
            at least five (5) days prior to the meeting except in unusual
            circumstances.

      6.    Meetings may be conducted with members present, or by telephone or
            other communications facilities which permit all persons
            participating in the meeting to hear or communicate with each other.

      7.    A written resolution signed by all Committee members entitled to
            vote on that resolution at a meeting of the Committee is as valid as
            one passed at a Committee meeting.

      8.    The Secretary of the Corporation shall be the secretary for the
            Committee and shall keep a record of minutes of all meetings of the
            Committee.

      9.    Minutes of the meetings of the Committee shall be distributed by the
            Secretary of the Corporation to all members of the Committee within
            seven (7) working days of each meeting, and shall be submitted for
            approval at the next regular meeting of the Committee.

                                                                         Page 30

<PAGE>

APPENDIX A TO APPENDIX II

STANTEC INC.               Audit Committee - Annual Workplan

<TABLE>
<CAPTION>
                                                                            Meeting #1 Meeting #2  Meeting #3  Meeting #4
Terms of                                                                       After      After       After       After
Reference                                                                    Year End   End of      End of       End of
Section C                                                                   Completion 1st Quarter 2nd Quarter 3rd Quarter
- ---------                                                                   ---------- ----------- ----------- -----------
<S>       <C>                                                               <C>        <C>         <C>         <C>
 1        Review annual audited financial statements                             X

2(a)      Review financial content of annual report                              X

2(b)      Review management information circular and proxy materials             X

2(c)      Review annual information form including AC reporting obligations      X

2(d)      Review MD&A section of annual report                                   X                                  X

 3        Review quarterly financial statements & news release                   X          X           X           X

 4        Review financial content of prospectuses & regulatory reports                        As Required

 5        Review CEO & CFO certification of annual & interim disclosure as       X          X           X           X
          required by regulatory authorities

 6        Review/assess significant business risks & uncertainties               X

 7        Review operating company guarantees                                    X*                                 X

8(a)      Review/assess accounting policies & financial reporting                X

8(b)      Review/assess significant financial reporting issues                   X

8(c)      Review/assess developments in accounting/reporting standards           X          X           X           X

8(d)      Review/assess key management estimates & judgments                     X

 9        Assess auditors' performance/consider annual appointment               X

 10       Review & approve external audit plan, terms of engagement & fee                                X

 11       Obtain and review report from external auditor at least annually       X
          re: auditor independence and audit partner rotation

 12       Approve engagement of external auditor for non-audit services.                       As Required

 13       Review all fees paid to the external auditors for audit services       X

 14       Receive certification from external auditor re: CPAB                                          X

 15       Receive/resolve disagreements between management and external                      If/As Required
          auditors

 16       Review with external auditor the results of annual audit:

 16           (a) any difficulties or restrictions                               X

 16           (b) any significant accounting/reporting issues                    X
</TABLE>

                                                                         Page 31

<PAGE>

<TABLE>
<CAPTION>
                                                                            Meeting #1 Meeting #2  Meeting #3  Meeting #4
Terms of                                                                       After      After       After       After
Reference                                                                    Year End   End of      End of       End of
Section C                                                                   Completion 1st Quarter 2nd Quarter 3rd Quarter
- ---------                                                                   ---------- ----------- ----------- -----------
<S>       <C>                                                               <C>        <C>         <C>         <C>
   16         (c) evaluation of internal controls                               X

   16         (d) auditors' letter & management response                        X

   16         (e) other matters brought forward by auditors                     X

   17     Private meeting with auditors                                         X                                   X

   18     Assurance re: accounting systems & internal controls                  X

   19     External auditor discussion on quality of financial reporting         X

   20     Issues related to a change in auditors                                             If/As Required

   21     Review legal claims/litigation                                        X*                                  X

   22     Review need for internal audit function                                                                   X

   23     Assess controls that mitigate need for internal audit function                                            X

   24     Review controls & approvals re: officers' expenses                                X

   25     Review expense accounts of Board Chair and CEO                        X           X           X           X

   26     Review adequacy of insurance program                                                                      X

   27     Review any indemnification claims                                                  If/As Required

   28     Engage independent counsel or advisors                                             If/As Required

   29     Review complaints regarding controls, financial reporting, etc.                    If/As Required

   30     Conduct assessment of effectiveness of Committee                                  X

   31     Review and approve hiring policy re: audit staff                                              X

   32     Request such information and explanations considered necessary to                  If/As Required
          carry out its duties and responsibilities

   33     Consider other matters which would assist directors in meeting                     If/As Required
          their responsibilities

   34     Review Terms of Reference                                                          X

   35     Provide reports and minutes of meetings to the Board                                    As Required
</TABLE>

*     Update if any changes.

                                                                         Page 32
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.50
<SEQUENCE>52
<FILENAME>t17577exv99w50.txt
<DESCRIPTION>EX-99.50
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                    FEE RULE

                                  FORM 13-502F1

                 ANNUAL PARTICIPATION FEE FOR REPORTING ISSUERS

<TABLE>
<S>                                                                                                     <C>
Stantec Inc.

REPORTING ISSUER NAME:                                                                                  ________________

PARTICIPATION FEE FOR THE FINANCIAL YEAR ENDING:                                                        DECEMBER 31,
                                                                                                        2004

1. CLASS 1 REPORTING ISSUERS (CANADIAN ISSUERS - LISTED IN CANADA AND/OR THE
U.S.)

Market value of equity securities:

Total number of equity securities of a class or series outstanding at
the end of the issuer's most recent financial year                                        18,871,085    ________________
 Simple average of the closing price of that class or series as of the
 last trading day of each of the months of the financial year (under
paragraph 2.5(a)(ii)(A) or (B) of the Rule)                                          X         25.46
                                                                                      --------------
 Market value of class or series                                                    = 480.457.824.10    $ 480.457.824.10
                                                                                     ---------------    ================
                                                                                                              (A)

(Repeat the above calculation for each class or series of equity securities of
the reporting issuer that are listed and posted for trading, or quoted on a
marketplace in Canada or the United States
of America at the end of the financial year)                                                                 N/A
                                                                                                        ----------------
                                                                                                             (A)

Market value of corporate debt or preferred shares of Reporting Issuer or
Subsidiary Entity referred to in Paragraph 2.5(b)(ii):

                                                                                                             N/A
                                                                                                        ----------------
                                                                                                             (B)

TOTAL CAPITALIZATION (ADD MARKET VALUE OF ALL CLASSES AND SERIES OF EQUITY
SECURITIES AND MARKET VALUE OF DEBT AND PREFERRED SHARES) (A) + (B) =
$480.457.824.10

TOTAL FEE PAYABLE IN ACCORDANCE WITH APPENDIX A OF THE RULE                                             $         25,000
                                                                                                        ----------------

Reduced fee for new Reporting Issuers (see section 2.8 of the Rule)                                     ________________

Total Fee Payable x Number of months remaining in financial year
                    year or elapsed since most recent financial year

                                      12

Late Fee, if
applicable                                                                                                   N/A
(please include the calculation pursuant to section 2.9 of the Rule)
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.51
<SEQUENCE>53
<FILENAME>t17577exv99w51.txt
<DESCRIPTION>EX-99.51
<TEXT>
<PAGE>

                                     p=m*v
                        2004 Stantec Inc. Annual Report

                                 [STANTEC LOGO]

<PAGE>
                                                                               .
                                                                               .
                                                                               .

<TABLE>
<CAPTION>
In thousands of
dollars, except per
share amounts and
ratios                         2004           2003           2002          2001           2000
- -----------------------     -----------   -----------    -----------    -----------    -----------
<S>                         <C>           <C>            <C>            <C>            <C>
Gross revenue               $   520,879   $   459,942    $   428,456    $   356,942    $   265,568
Net revenue                     449,151       391,396        365,148        298,772        221,263
Income before taxes              44,660        39,628         33,095         27,306         20,867
Net income                       30,190        25,070         20,192         15,370         11,226
Current assets                  208,755       177,629        163,261        121,267         94,183
Current liabilities             126,755       127,047         99,295         88,487         68,667
Property and equipment           48,262        67,670         51,747         41,371         36,938
Long-term debt                   21,155        31,159         41,730         15,652         13,893
Shareholders' equity            189,056       160,528        151,426        107,450         92,233
Gross revenue backlog           380,000       310,380        299,801        259,185        192,238
Net cash (bank                   37,890        (9,808)        29,202         (7,145)         3,426
indebtedness) position
Earnings per share -               1.63          1.37           1.12           0.92           0.78
basic
Earnings per share -               1.59          1.31           1.07           0.88           0.76
diluted
Book value per share              10.02          8.76           8.28           6.38           5.54
Current ratio                      1.65          1.40           1.64           1.37           1.37
Debt to equity ratio              (0.02)         0.34           0.22           0.30           0.22
Price earnings ratio              16.25         16.13          14.91          13.99           9.94
Weighted average number
of
  shares outstanding         18,499,598    18,329,960     17,987,358     16,742,730     14,374,264
Shares outstanding           18,871,085    18,327,284     18,282,720     16,846,340     16,668,340
Shares traded                 5,736,000     5,163,000      4,553,100      8,907,200      4,551,610
High                              29.39         23.48          20.50          14.25           8.00
Low                               20.35         14.50          12.88           7.25           5.25
Close                             26.48         22.10          16.70          12.88           7.75
</TABLE>

<PAGE>

2004 Highlights

Increased gross revenue 13.2% to $520.9 million from $459,9 million in 2003,
with net revenue increasing 14.8% to $449.2 million, net income increasing 20.4%
to $30,2 million, and basic earnings per share increasing 19,0% to $1.83.

Achieved key growth objectives -- the creation of a new region in the US
Northeast, the expansion of our Architecture & interior Design group to the
largest in Canada and one of a few national practices, and the development of a
new market in the bio/pharmaceuticals sector

Increased our total staff number to approximately 4.300 through the integration
of four firms as well as internal hiring.

Completed the development and implementation of a robust internal infrastructure
capable of supporting growth, including a new enterprise management system and
other Web-based information resource tools.

              [BAR GRAPHIC][BAR GRAPHIC][BAR GRAPHIC][BAR GRAPHIC]
                              [Plot Point to Come]

<PAGE>

CORPORATE PROFILE

Stantec, founded in 1954, provides professional design and consulting services
in planning, engineering, architecture, interior design, landscape architecture,
surveying, and project management. Continually striving to balance economic,
environmental, and social responsibilities, we are recognized as a world-class
leader and innovator in the delivery of sustainable solutions. With a roster of
comprehensive services, our Company supports clients at every stage, from
initial concept and financial feasibility to project completion and beyond. Our
multidisciplinary practice areas serve public and private sector clients in a
diverse range of markets.

In simple terms, the world of Stantec is the water we drink, the roadways we
travel, the buildings we visit, the industries in which we work, and the
neighborhoods we call home.

Stantec's services are offered through more than 4,000 employees operating out
of over 50 locations in North America and the Caribbean. Stantec trades on the
Toronto Stock Exchange under the symbol STN. STANTEC = SUSTAINABLE SOLUTIONS

<TABLE>
<CAPTION>
Contents
<S>                                                              <C>
Message to Shareholders..................................         4
Momentum = Mass * Velocity...............................         6
  Power..................................................         8
  Drive..................................................        10
  Strength...............................................        14
  Energy.................................................        16
  Force..................................................        20
Management's Discussion and Analysis.....................        22
Management Report........................................        47
Auditors' Report.........................................        48
Consolidated Financial Statements........................        49
Notes to Consolidated Financial Statements...............        52
Board of Directors/Officers..............................        67
Shareholder Information..................................        inside back cover
Principal/Local Offices..................................        inside back cover
</TABLE>

<PAGE>
                                    momentum
                                     (p=m*v)

/momentem/ n. (pl. momenta /- ta/) 1 Physics the quantity of motion of a moving
body, measured as a product of its and velocity. 2 the impetus by movement, 3
strength or continuity derived from an initial effort, [L f, movimentum f,
movere move] syn see POWER, DRIVE, STRENGTH, ENERGY, FORCE,

                                  [BAR GRAPH]
                              [PLOT POINT TO COME]

<PAGE>

Message to Shareholders

Momentum is "mass in motion." Going into 2005, Stantec is on the move.

Over the past five years, we have invested in growing our firm (mass) by
increasing our staff from 2,300 to 4,300; expanding our offices from 40 to 50;
making our internal systems more robust; adding resources in risk management,
compliance, and financial services; increasing our number of practice areas; and
enhancing our marketing resources. And we have realized this growth while
maintaining or increasing the rate at which we are moving forward (velocity). In
the last five years, our growth rate has averaged 21.5% in net revenue and 22.1%
in basic earnings per share. Stantec has the momentum to continue to succeed in
a challenging business environment.

Our ability to react and adapt to changes in our marketplace helped us maintain
our long-established track record of growth and performance in 2004. In so
doing, we achieved our 51st year of uninterrupted profitability. Gross revenue
increased to $520.9 million, up 13.2% from 2003; net revenue increased to $449.2
million, up 14.8%; net income increased to $30.2 million, up 20.4%; and basic
earnings per share increased to $1.63, up 19.0%. This performance contributed to
a 19.8% increase in share price during the year.

Our consistent performance and financial success continue to provide the power
to pursue an orderly growth plan through acquisitions and organically. Stantec's
business model remains unchanged and is based on diversifying our operations
across different geographic regions, specializing in distinct but complementary
practice areas, and providing professional services in all phases of the
infrastructure and facilities project life cycle. In 2004 we acquired four
firms. The acquisition of The Sear-Brown Group in April added the
bio/pharmaceuticals sector to our market as well as a new region in the US
Northeast. And through the integration of GBR Architects in Winnipeg, Manitoba,
in May and of Dunlop Architects in Toronto, Ontario, in October, we expanded our
Architecture & Interior Design group to the largest in Canada and one of a very
few national practices. We also welcomed new colleagues from Shaflik Engineering
in Vancouver, British Columbia, in November to enhance our expertise in
electrical engineering for sports facilities and transportation systems.
Together these acquisitions, combined with internal growth, added 600 employees
to our operations, increasing our total staff number to about 4,300 at year-end.

        [PICTURE]
Tony Freanceschini, P.Eng.
President & CEO

WITH OUR SIGHTS CLEARLY SET ON FURTHER GROWTH, WE ARE MOVEIING CONFIDENTLY INTO
THE FUTURE.

Page 4

<PAGE>

We have momentum not because we rushed into a new strategy or venture in 2004
but because we continued to steadily build a stronger Company to support our
next stage of development. For example, we invested time and resources in
integrating our service delivery across disciplines and geographic regions
during the year, as well as in expanding our learning and training programs for
our employees, completing the implementation of our new enterprise management
system, and adding a new practice area. In addition, we remain committed to
maintaining a strong corporate governance structure and have a knowledgeable,
dedicated board of directors. At the end of 2004, we welcomed two new members to
our board, Sue Hartman and Bob Mesel. We are now in a position to lever our
momentum toward our goal.

Stantec's current vision -- established in 1998 -- is to become a top 10 global
design firm by 2008. To achieve this objective, we will continue to pursue
excellence in design and project delivery and to follow an orderly growth plan.
Our strategy is to increase our geographic reach in North America and selected
international markets, where we see the potential to grow new regions and
develop new markets for our services.

Our goal is within our reach because we have a strong balance sheet with a
sustainable level of debt and unused capacity in our term loan and revolving
credit and because we are in a healthy cash position. This financial strength
gives us the flexibility to continue to make appropriate investments in
acquisitions and internal growth.

Even as we grow and develop our Company, one element of our operational strategy
will always remain constant: our commitment to delivering quality services that
have a positive impact on our world. The range of services we offer in our
specialist practice areas gives us the force to undertake diverse projects of
any size for both public and private sector clients in our industry -- projects
as diverse as the Ashbridges Bay Treatment Plant, the Niagara Falls
International Airport Terminal, the Central Phoenix/East Valley Light Rail
Transit System Downtown Line, and the Wyeth Pharmaceuticals Oral Solid Dosage
Facility Expansion. The environmental engineering services we are providing for
the upgrade to the Ashbridges Bay Treatment Plant in Toronto, Ontario --
Canada's largest secondary wastewater treatment facility -- will address odor
problems that have been a concern for local residents for many years. Scheduled
for completion within a seven- to eight-year time frame, the project will also
involve a major conversion of the plant's aeration system and an upgrade of the
grit and screening facilities. In Niagara Falls, New York, we have been awarded
a contract to provide architecture, interior design, and buildings engineering
services for the development of a new airport terminal at the Niagara

Falls International Airport, our first terminal design project in the US. Once
complete in 2006, the 74,000-square foot (6,875-square metre) facility will
serve as a "gateway" for scheduled and charter airline traffic to the many
tourist attractions in the Niagara Region. Our skills are also being used in the
detailed design and engineering of the most challenging, downtown corridor
section -- covering 8.25 miles (13.2 kilometres) -- of the Central Phoenix/East
Valley Light Rail Transit system in Phoenix, Arizona. And we are providing
engineering design for all phases of the development of two new, world-class
oral solid dosage manufacturing suites for Wyeth Pharmaceuticals in Puerto Rico.

At Stantec we have spent many years amassing the people, expertise, and services
we need to gain momentum in our marketplace. And we are prepared to sustain that
momentum as we continue to evolve our dynamic Company. We believe we can achieve
our goals because we have employees with the energy, commitment, and bold ideas
to execute our operating plan. With our sights clearly set on further growth and
development, we are moving confidently into the future.

In closing, I would like to take this opportunity to pay tribute to Robert Flynn
and Stephen Lister, two outstanding directors who retired from our board in 2004
following 10 years of committed service. I am grateful for the wise counsel and
business experience they have contributed to the success of our Company.

I wish to extend my sincere appreciation to our employees for their continued
dedication to our common vision and to thank our board of directors, clients,
and shareholders for their ongoing confidence and support.

Tony Franceschini
- -----------------
Tony Franceschini, P.Eng. President & CEO

                                                                          Page 5

<PAGE>

MOMENTUM= MASS * VELOCITY

If an object is on the move, then it has momentum -- it has its "mass in
motion." And without doubt, Stantec has momentum. With steady speed, our Company
is increasing in depth, breadth, and size while achieving consistent, profitable
growth in revenue and earnings.

Our momentum is derived from the foundation we have established since our
beginning in 1954 -- energetic staff who are committed to achieving excellence
in project design and meeting our clients' needs; sound business principles
focused on operating cost efficiently and providing quality services; a
sustainable business model that allows us to manage risk while pursuing an
orderly growth plan; and a robust internal infrastructure capable of supporting
growth and a dynamic future. Through continuous, measured steps, we have evolved
from a local operation serving a few clients in northern Alberta

into a global organization serving several thousand clients across North America
and internationally. We now offer services in five major geographic regions and
17 practice areas.

From this solid foundation, we are channeling our momentum in a single,
unwavering direction -- toward our goal of becoming a top 10 global design firm
by the year 2008.

In the following pages, we invite you to look at our increasing mass, consider
our velocity, and assess our potential for long-term growth and development. We
are confident that you will see a Company with the momentum to continue to
propel itself into the future.

Page 6

<PAGE>
                                                                          Page 7
<PAGE>

<TABLE>
<CAPTION>
[PICTURE]                             [PICTURE]                          [PICTURE]
<S>                           <C>                             <C>
Somersett is the largest      Stantec created a  wetland      Customer eevice and functionality
premier-planned community        at the  University of        drove the design of ATB Financial's
in northern Nevada.               Waterloo in Ontario.        renovation in Edomonton, Alberta.
</TABLE>

WE HAVE THE
POWER
TO GROEW WHILE REMAINING
PROFITABLE.

In fact, since our beginning in 1954, our Company has kept in steady motion an
uninterrupted track record of 51 consecutive years of profitability. What is
more, since our initial public offering in 1994, we have grown our gross
revenue, net income, and basic earnings per share at an impressive compound
average annual rate of 19.3%, 22.7%, and 16.0% respectively. Our consistent
performance has contributed to a 481% increase in share price during this
10-year period.

Such performance has given us the financial strength to increase our revenue and
workforce through a combination of acquisitions and internal hiring. Since 1994
we have integrated over 40 firms and close to 2,900 employees into the Stantec
family from throughout Canada, the US, and the Caribbean.

And this power is taking us toward the goal we set in 1998 of becoming a top 10
global design firm by the year 2008. Being a top 10 firm will allow us to better
meet our clients' needs and to give our employees opportunities to provide the
best services working with the best clients on the best projects. The 10-year
plan we established to reach this objective requires that we grow the Company
between 15 and 25% annually. Stantec is now a $500 million company with over
4,000 employees operating out of more than 50 offices.

The momentum for our continued growth and profitability comes from our
three-dimensional business model, which enables us to manage risk while
continuing to increase our revenue and earnings. Focused on the infrastructure
and facilities sector, the model works by diversifying our operations across
geographic regions, practice areas, and all phases of the infrastructure life
cycle, thus ensuring that we do not have to rely on any single geographic
region, practice area, or life cycle solution for our business. We currently
operate in five geographic regions in North America -- Canada West, Canada
Central, the US Southwest & West, the US Southeast, and the US Northeast. In
total, we have offices in five provinces and 12 states. We also serve selected
international markets in the Caribbean

Page 8

<PAGE>

            [PICTURE]                           [PICTURE]
Polo Ralph Lauren distrivution      Stantec provided complete surveying services
center, High Point, North Carolina  for the development of the Centennial
                                    Parkway Bridge in Las Vegas, Nevada

and undertake projects with clients in designated areas around the world. We
provide services in 17 distinct specialist practice areas grouped into five
market segments -- Buildings, Environment, Industrial, Transportation, and Urban
Land. And we offer specialized services in five life cycle phases-planning,
design, construction, maintenance, and decommissioning. By cross selling our
expertise between our regions and practice areas, we are able to offer clients
in both the public and private sectors a full roster of services delivered
through one source.

As we push forward with our growth plan, we gain momentum in our marketplace by
expanding our geographic reach, strengthening our practice areas, and bolstering
our work in our five life cycle phases. In 2004 we made great progress in this
direction, achieving several key growth objectives -- the creation of a new
region in the US Northeast, the development of a new market in the
bio/pharmaceuticals sector, and the

expansion of our Architecture & Interior Design practice area. Moving ahead, we
plan to continue to grow our critical mass in all of our current regions while
expanding outside these regions by integrating firms that provide services in
our services matrix. Because of the mass we have built to date, we are now able
to acquire larger firms. In addition, our strategy is to increase the depth of
our expertise in our current practice areas, particularly in the Transportation
and Environment market segments, both within and outside our existing regions.

OUR COOMPANY IS ON THE MOVE TO CONTINUE TO SUCCEED AND GROW

    [PICTURE]                                      [PICTURE]
17th Avenue roadway,             Centre of Excellence facillty at the Gold
Phoenix,Arizona               Bar Wastewater Treatment Plant, Edmonton, Alberta

                                                                          Page 9

<PAGE>
                                    [PICTURE]
   Student Centre at the University of Toronto at Scarborough (Ontario) campus

WE HAVE THE DRIVE TO GENERATE QUALITY PROJECTS IN OUR CHOSEN MARKETS.

At Stantec we take pride in delivering projects that are both pleasing and
functional, that achieve a high level of acceptance by users, and that provide a
return on our clients' investment. Our projects touch every aspect of daily life
- -- from the water we drink to the roadways we travel, among many other human and
environmental necessities.

Urban Land Since the late 1970s, we have built much of our momentum for project
activity in the Urban Land market segment, helping our urban land clients create
vibrant, livable communities in Alberta, the US Southwest, Ontario, and, most
recently, the US Southeast. And opportunities for maintaining this activity
continue to increase. For example, in Pima County, Arizona, the development of
the 167,000-acre (67,600-hectare) Willow Springs Ranch community, for which we
have assisted with preliminary feasibility analysis since 1998, is expected to
continue over a 30-year period to a final buildout of 80,000 residential units.
In Canmore, Alberta, our Urban Land practice areas -- Planning & Landscape
Architecture, Urban Land Engineering, and Surveys/Geomatics -- are engaged in
the planning and design of the 730-hectare (1,800-acre) Three Sisters Mountain
Village, a project encompassing 5,500 units to be built over 15 years. And we
are involved in the design of the Greensborough community in Markham, Ontario,
which will include 5,700 units built over four years, and of The Vineyards at
Lake Wylie in Charlotte, North Carolina, which will include 1,500 units built
over three years, two other projects that point to continuing positive activity
in the Urban Land market segment.

Page 10 Stantec Annual Report

<PAGE>

Environment

But even as our mainstay market segment continues to be strong, we are growing
our project activity in other areas. In the Environment market segment, we have
contributed our expertise to the development of the Seymour-Capilano Filtration
Plant for the Greater Vancouver Water District in British Columbia. Our
multidiscipline project team provided integrated architecture and engineering
services for the design of the plant, which includes a number of innovative
features -- the blending of water from two major reservoir sources, high-rate
filtration, energy conservation, ultraviolet disinfection, advanced automation
and control, and geothermal heating. The team also used a Leadership in Energy
and Environmental Design (LEED(R)) approach in every aspect of the plant design.
Once complete in 2007, the Seymour-Capilano Filtration Plant will be the largest
direct filtration facility in Canada and one of the largest in North America,
providing up to 2 billion litres (528 million US gallons) of treated drinking
water per day to over 2 million people within the Greater Vancouver metropolitan
area. In 2004 we were also awarded an assignment to provide design services for
an upgrade to the Ashbridges Bay Treatment Plant, Canada's largest secondary
wastewater treatment facility, which has a treatment capacity of 900 megalitres
(238 million US gallons) of wastewater per day and serves approximately 1.45
million people in the Beaches area of Toronto, Ontario. This capital project --
scheduled for completion within the next seven to eight years -- is one of the
largest odor control projects to be carried out in North America and will
address odor problems at the plant as well as involve a major upgrade of the
aeration system and grit and screening facilities. And in Turner Valley,
Alberta, a popular area for country residential homes, our skills in
environmental remediation have helped us secure a long-term, multimillion-dollar
contract to safely and efficiently eliminate the human and environmental risks
of one of Alberta's oldest oilfields. Our client operates well sites and
production facilities in the area that date back to the 1920s, and we are
responsible for coordinating remediation activities designed to minimize
environmental liabilities as well as maximize future land use, including
sampling for soil and groundwater contaminants at the sites.

Buildings

We are growing momentum in the Buildings market segment through our Architecture
& Interior Design group. As a result of expansion over the last year, the group
now has the capacity to complete projects from offices in both Canada and the
US. For example, in 2004 Stantec staff in Rochester and Buffalo, New York,
worked with staff in Vancouver, British Columbia, to provide full architecture
services along with civil, mechanical, and electrical engineering for the design
of a new "greenfield" airport terminal at the Niagara Falls International
Airport in Niagara Falls, New York. The integrated design concept they developed
for the 74,000-square foot (6,875-square metre) terminal not only expresses the
beauty, splendor, and power of the falls but also meets the needs of the
sophisticated 21st-century airline passenger. The project is the first complete
airport terminal design to be undertaken by our Architecture & Interior Design
team in the US. During the year, the team also provided full architecture and
interior design services for the development of a new Student Centre at the
University of Toronto at Scarborough (Ontario) campus. Serving as the new heart
of student activity on campus, the 4,710-square metre (50,700-square foot)
facility houses student affairs offices, a radio broadcast studio, newspaper
offices, health services, prayer rooms, club and meeting rooms, a bookstore, a
restaurant, and lounges. The building was designed to meet LEED(R) silver
certification standards, and a key sustainable design strategy was the reuse of
structural steel extracted from the demolition of the Royal Ontario Museum.

 Transportation

We are also gaining strength in the Transportation market segment, where we have
secured major new roadway, bridge, and transit assignments across North America.
In New York State, our Transportation Infrastructure team is preparing the
environmental impact assessment and design of a three-level, fully

         [PTCTURE]                                  [PTCTURE]
Indian and Northern Affairs           Model of the Niagara Falls International
office,Winnipeg, Manitobe                 Airport, Niagara Falls, New York

                                                                  Page 11   2004

<PAGE>

                                   [picture]
We provided design services to convert an existing facility into a
food-processing plant for Cantisano Foods in Fairport, New York.

directional interchange to address an increase in regional traffic flows at the
juncture of Interstate 86 and U.S. Route 15 for the New York State Department of
Transportation. This six-year project entails the complete reconfiguration of
the main interchange along with the modification of three local interchanges,
the reconstruction of 14 miles (22 kilometres) of expressway and ramps, and the
rehabilitation of five miles (eight kilometres) of local roads. In addition,
staff from 12 Stantec offices and five practice areas have contributed their
talents and skills to the detailed design and engineering of the most
challenging, downtown corridor section -- covering 8.25 miles (13.2 kilometres)
- -- of the Central Phoenix/East Valley Light Rail Transit system for Valley Metro
Rail in Arizona. The new line, which is scheduled to open in 2008, will offer
riders a speedy link between the cities of Phoenix, Tempe, Mesa, and Glendale.

Industrial

Finally, we are a growing force in the Industrial market segment as a result of
the work of our Bio/Pharmaceuticals group. In 2004 a multidiscipline team from
six Stantec locations in the US, Canada, and Puerto Rico was involved in all
phases -- facility, process, and utilities and infrastructure design -- of a
major facility expansion, including the development of two new oral solid dosage
manufacturing suites, for Wyeth Pharmaceuticals in Puerto Rico. Wyeth is
introducing two new tablet products and will use this world-class facility as
its primary manufacturing site. The facility will feature state-of-the-art
processing equipment,

[PTCTURE]                                                [PTCTURE]
Photo simulaation of the Interstate              St. Paul Elementary School,
86 and U.S Route 15 Interchange at                Lethbridge, Alberta
Painted Post, New York

Page 12 2004 Stantec Annual Report

<PAGE>

[PTCTURE][PTCTURE]

technologies, and design enhancements to permit process automation and
containment of the pharmaceutical ingredients. During the year, our
Bio/Pharmaceuticals team in Binghamton and Melville, New York, also provided
multidiscipline architecture and engineering services for the renovation of a
vial-filling facility for a vaccine manufacturer in Pennsylvania. The solutions
our team developed for the renovation will help the manufacturer increase the
sterile processing capacity of its operations as well as address
compound-handling, isolation, production formulation, and other concerns.

These are just a few of the quality projects we undertake for clients in our
chosen markets.

                        [PTCTURE]
Toronto Western Hospital renovation and expansion
(joint venture), toronto, Ontario

OUR COMPANY IS ON THE MOVE TO GROW OUR PROJECT ACTIVITY IN THE MARKETS WE SERVE.

                          [PTCTURE]
Lakeshore West Sewage Treatment Plant, Kiingsville, Ontario

                                               Page 13 2004 Santec Annual Report

<PAGE>

                                    [PTCTURE]
               Stantec's operating philosophy allows the Company
               to provide global expeertise through local delivery

WE HAVE THE STRENGTH TO EXECUTE BRILLIANTLY.

Our strength arises from our service delivery model. At the core of the model is
"brilliant execution" -- pur commitment to creating uncompromising value-for our
clients, employees, and shareholders. We put this key driver in motion through
the combined elements of people, teamwork, clients, integrity, and profits. By
employing and nurturing the best-trained, best-informed, and best-equipped
people in our industry; working as one team across our Company; partnering with
our clients; upholding the highest standards of personal, professional, and
business integrity; and maintaining growth through profits, we are able to offer
our clients comprehensive professional services; achieve consistent client
satisfaction; provide expanded opportunities for pur employees; and generate
solid performance for our shareholders. We lever our services in our marketplace
through a large network of offices. Behind every local office is the power of
our global organization, allowing us to provide "global expertise through local
delivery."

Over the past five years, we have taken bold steps to build on our service
delivery: model, enhancing our ability to execute. One move has been the
addition of new practice areas to our services portfolio. In 1998 we added
architecture to the roster of services in our Buildings market segment, making
us one of the:few integrated architecture and engineering firms in our industry.
This achievement was followed in 2002 by the creation of our Power, Resources &
Chemicals practice area through the addition of services to our Industrial
market segment. And in 2004 we began growing services in the bio/pharmaceuticals
sector. The time and energy we have invested in integrating our multidiscipline
groups and learning to work in new areas have not only broadened our ability to
offer both single-source and multiteam project delivery to clients but also
created new opportunities for our staff to share their expertise across
disciplines.

The integration of our services has also enabled us to offer our clients a
leading capability in sustainable building design -- the use of environmentally
responsible strategies with a focus on sustainable site planning, safeguarding
water'and water efficiency, promoting energy efficiency and the use of renewable
energy sources, conserving

Page 14 2004 Stanec Annual Report

<PAGE>

materials and resources, and maintaining indoor environmental quality. In 2004
we reached a milestone in this area when our Architecture & Interior Design
group was certified to the International Organization for Standardization's
(ISO) environmental management system standard (ISO 14001), becoming the first
architecture and interior design practice in Canada to achieve this
registration. As well, an increasing number of our employees are becoming
accredited in LEED(R) by the U.S. Green Building Council.

We have also grown momentum in our service delivery model by evolving
Company-wide tools that help us work together across disciplines and geographic
regions. For example, our Stantec Marketing Knowledge Center (SMKC), rolled out
in 2003, gives employees around-the-clock access via the Web to a full range of
marketing data, information, and materials. Similarly, the implementation of our
new, integrated enterprise management system -- in 2003 and 2004 -- has enabled
us to manage projects, financial information, human resources, and business
intelligence 24/7 from anywhere across our organization. And we keep up-to-date
with Company-wide news, initiatives, policies, and practices on a daily basis
through StanNet, our Company intranet. In 2004 we introduced a number of system
enhancements designed to streamline the use of the SMKC throughout the Company.
Forging ahead, we will continue to improve our Web-based tools to support the
delivery of multidisciplinary, integrated services.

                [PTCTURE]
On-line tools give employees 24/7 access to
         Company-wide knowledge.

OUR COMPANY IS ON THE MOVE TO DELIVER VALUE TO OUR CLIENTS, EMPLOOYEES, AND
SHAREHOLDEERS.
[PTCTURE]                                [PTCTURE]
                     As part of a consortium, Stantec is designing one of the
                     largest water treatment plants in Canada -- the
                     Seymour-Capilano Filtration Plant in Vancouver,
                     British Columbia.

                                              Page 15 2004 Statnec Annual Report

<PAGE>

                                    [PTCTURE]
            The Rogers Foods project team from Vancouver and Surrey,
                      Britsh Columbia,and Calgary, Alberta

WE HAVE THE ENERGY TO ACHIEVE OUR GOALS.

At Stantec our energy comes from our people. Whether it is a new recruit fresh
from university or technical school or a seasoned veteran with many years of
experience, day in and day out our employees are fully engaged in making our
Company a success. Their passion for their work and commitment to excellence
move projects ahead, enabling them to overcome challenges and find creative
solutions to our clients needs.

Such momentum may look like circumstance or luck, but it is a natural result of
our balanced leadership model an organization structure that is designed to
achieve balance between what we sell and how we sell it (the practice side of
the Company) and how effectively and efficiently we deliver our services to our
clients (the operations side). Through consensus-based management requiring high
levels of commitment, communication, and cooperation, the structure not only
rewards individual input but also celebrates teamwork. Individuals within the
structure are given the flexibility to both lead and follow in their roles,
empowering them to execute their jobs to the best of their abilities. And each
side of the structure must respect and be engaged with the other and work
together on a day-to-day basis. That is our dynamic, ever-evolving organization,
and that is what keeps our people motivated across pur Company.

Page 16 2004 Stantec Annual Report

<PAGE>

For example, in 2004 it was the strength of our organization structure that
enabled Norma Moores, a Transportation Engineer with our Hamilton, Ontario,
office to meet the tight deadlines on two traffic studies she was completing for
Stantec projects in Ontario by working with Chuck Huffine, a Transportation
Engineer with our Rochester, New York, office. Chuck prepared a significant
portion of the initial traffic impact analyses for the two projects -- one for
our Urban Land team in Markham and the other for our Environmental group in
Guelph. Norma then finalized the work and submitted it for formal agency
approval. Chuck was also able to attend a public meeting for one of the studies
on Norma's behalf.

The rewards of project collaboration across different practice areas were
evident when one of our clients, a postsecondary institution in British
Columbia, approached our Architecture & Interior Design team in Vancouver for
help in preparing a business case to support the relocation of one of its
campuses to a former Canadian Forces Army base. It was critical for the
institution's representatives to find a solution that would sustain expected
growth in enrollment along with new programs. Peter Wreglesworth, the Senior
Principal in Architecture responsible for postsecondary education projects, saw
a role for our Strategic Management team and contacted Gerry Devine, Senior
Principal, in Edmonton, Alberta. Together members of the two groups met with the
client and, led by Maril Murray, Project Manager, Strategic Management, went on
to develop a successful proposal. The resulting business case included an
analysis of the risks of relocation versus remaining on the current campus, as
well as of the costs and financial value associated with both alternatives.
Thanks to the inherent synergy Peter, Gerry, and Maril saw between their two
practice areas, our client was well prepared to apply for funding and move
forward with its relocation plans.

Time and again the energy of working together to address our clients' needs
leads our teams to think outside the box. Such was the case for David Waverman,
Senior Landscape Architect, and his team in Markham and Guelph, Ontario, when
given the task of recreating the perennial garden that was the inspiration of
Group of Seven painter J.E.H. MacDonald's The Tangled Garden (1916) at the
MacDonald homestead in Thornhill, Ontario. The City of Vaughan contracted David
and his team to provide heritage consulting and landscape master planning for
the project. With no official records to go by, they turned to art history,
spending countless hours researching specific details in the painting as well as
art archives, journals, sketches, and MacDonald family photos to determine the
exact location of the original garden. One of the many clues they used was the
direction of the sunflower in the painting's foreground. The team then went to
work restoring the garden, along with recreating the homestead's barn ruins to
symbolically represent the backdrop to the painting. Since the completion of the
restoration, the project has won our client's praise as well as a Regional
Honour Award from the Canadian Society of Landscape Architects. Maril Murray and
Gerry Devine (Edmonton, Alberta) developed a business case for a client in
British Columbia.

[PHOTO OF MARIL MURRAY AND GERRY DEVINE (EDMONTON,ALBERTA) DEVELOPED A BUSINESS
CASE FOR A CLIENT IN BRITISH COLUMBIA.]

                                               Page 17 2004 Santec Annual Report

<PAGE>

[PHOTO OF TRIANGLE TRANSIT AUTHORITY REGIONAL RAIL PROJECT TEAM, MACON, GEORGIA]

During the year, the excitement of working as a team achieving shared goals and
successes was also exemplified by the Manufacturing/Industrial groups in our
Vancouver and Surrey, British Columbia, and Calgary, Alberta, offices in putting
together the right combination of skills and talent to meet the needs of Rogers
Foods, a flour miller, for a new facility near Chilliwack, British Columbia. The
project included the development of offices, a maintenance shop, an end-product
storage warehouse, a mill processing area, flour bin storage, grain/wheat silos,
and a railcar/truck unloading area. Led by Principal-in-Charge Bob Wood and
Project Manager Marcel Bittel, our staff rose to the challenge by utilizing four
design-build construction contracts to complete the project on a fast-track
basis. The team served as Rogers' project manager as well as providing technical
services, including schematic/concept drawings and technical specifications, for
the design-build proposal process. The end result is a state-of-the-art, highly
automated facility capable of producing a wide variety of flour products using
250 tonnes (275 tons) of grain per day.

+And team collaboration was in the forefront of our work on the Triangle Transit
Authority Regional Rail project, a 28-mile (45-kilometre) commuter rail transit
system that will connect the cities of Raleigh and Durham, North Carolina. While
our Transportation groups in Raleigh, Macon, Georgia, and Richmond, Virginia,
led by Kenny Smith, Principal, were charged with producing the final design of
two 4-mile (6.4-kilometre) segments of the system, our Surveys/Geomatics group,
led by Tom Teabo, Principal, was responsible for providing supplemental
surveying and subsurface utility engineering services for the entire 28-mile
(45-kilometre) alignment and 12 stations. In total, the project involved 65
staff from all nine of our offices in the US Southeast and required additional
assistance from staff in Edmonton, Alberta, and Toronto, Ontario. Altogether
they designed the dual-track alignment of the trackway of each of the two
segments along with

[PHOTO OF TRIANGLE TRANSIT AUTHORITY REGIONAL RAIL PROJECT TEAM, RALEIGH, NORTH
CAROLINA]

Page 18 2004 Stantec Annual Report

<PAGE>

bridges, retaining walls, noise walls, at-grade crossings, roadway improvements,
drainage, traffic signals, utility relocations, signing, and traffic
maintenance, and completed the surveying and subsurface utility engineering of
over 500 properties, over 400 test holes, and 150 miles (240 kilometres) of
underground utilities. Scheduled for operation in 2007, the Triangle Transit

Authority Regional Rail system will provide a safe, convenient way for an
expected 28,000 daily commuters in the Raleigh-Durham area to travel to and from
work, school, recreational activities, and cultural events.

These are only a few illustrations of the energy, commitment, and innovative
ideas our people contribute to the success of our Company.

[PHOTO OF NORMA MOORES(HAMILTON, ONTARIO) AND CHUCK HUFFINE (RECHESTER,NEW
YORK)COLLABORATED TO COMPLETE TRAFFIC STUDIES IN ONTARIO.]

OUR COMPANY IS ON THE MOVE TO WORK TOGETHER TO REACH OUR GOALS.

[PHOTO OF DAVID WAVERMAN AND SHANNON BAKER(MARKHAM AND GUELPH, ONTARIO) HELPED
RECREATE A HISTORIC GARDEN.]

                                              Page 19 2004 Stantec Annual Report

<PAGE>

[PHOTO OF ROCHESTER, NEWYORK, STAFF PARTICIPATED
IN THE LOCAL ADOPT-A- HIGHWAY PROGRAM.]

[PHOTO OF A GOLF TOURNAMENT IN RED DEER,ALBERTA,BENEFITED BIG BROTHERS &BIG
SISTERS.]

Indeed, our Company has been a caring force in the community from the beginning
when our founder, Dr. Don Stanley, encouraged his first employees to be active
in their communities in northern Alberta in the 1950s. Since then, we have grown
sufficient mass to enhance the knowledge, prosperity, health, and quality of
life of the communities in which we work across North America.

We gained momentum for our community efforts in 2002 when we introduced a formal
Community Investment Program that channels our contribution to the growth of our
communities in four primary areas -- arts, education, health and wellness, and
the environment. The program targets to donate 1 % of our annual pretax profits
to charitable and non-profit organizations, encourages personal charitable
giving by employees, and promotes and facilitates employee volunteerism.

In 2004 we pushed forward with our commitment to our communities by supporting
greater employee involvement and increased community presence across our
organization. One exciting initiative introduced during the year was the
Company-wide Stantec Scholarship Program, which through partnerships with major
universities provides funding for students principally in the architecture,
engineering, and design fields in each of our regions. In addition, to celebrate
our 50th anniversary in 2004, we sponsored a program to plant trees --
altogether close to 8,400 seedlings -- on behalf of our employees throughout the
Company. Focusing on areas affected by forest fires or

Page 20 2004 Stantec Annual Report.

<PAGE>

drought, Stantec employees will begin planting in the spring of 2005 alongside
representatives from the Tree Canada Foundation, the Arbor Day Foundation (US),
the Conservation Trust of Puerto Rico, and the Arbor Day Committee (Barbados).

Always on the move with community spirit, Stantec staff across the Company
supported numerous community endeavors with donations of their time, expertise,
and skills during the year. For example, staff from our Engineering team in
Black Rock, St. Michael, Barbados, contributed their services at a reduced cost
to the development of the General Arnold Brown Youth Center, part of the Reed
Street Rehabilitation Project sponsored by the Salvation Army. The
rehabilitation project will provide computer skills training for local youth at
risk. And in Calgary, Alberta, 15 staff from our Urban Land, Buildings, and
Environment groups volunteered their time and muscles to help the local Habitat
for Humanity committee build a townhouse for a family in the southeast area of
the city.

Throughout the year, successful fundraising campaigns in all Stantec locations
resulted in donations to the United Way, the Juvenile Diabetes Research
Foundation, the American Cancer Association, the Canadian Cancer Society, the
Heart and Stroke Foundation of Canada, the American Heart Association, and many
other worthwhile organizations.

Moving ahead, to address the needs of victims of the 2004 tsunami disaster in
Southeast Asia and eastern Africa, we will be teaming with non-profit
organizations working in the affected areas to determine how we can best
contribute our engineering, architectural, and

technical expertise to the rebuilding of infrastructure over the coming years.

These are only a few examples of the many ways in which Stantec is a caring
force in communities across North America and beyond.

[PHOTO OF EMPLOYEES GAVE BLOOD AT THE KITCHENER, ONTARIO, OFFICE.]

[PHOTO OF RALEIGH,NORTH CAROLINA STAFF TOOK PART IN A WALK TO RAISE MONEY FOR
THE PIEDMONT WIDDLIFE CENTER]

OUR COMPANY IS ON THE MOVE TO CONTRIBUTE TO A SUSTAINABLE FUTURE FOR OUR
COMMUNITIES.

[PHOTO OF GENERAL ARNOLD BROWN YOUTH CENTER, BLACE ROCK, ST. MICHAEL, BARBADOS]

[PHOTO OF STAFF VOLUNTEERED AT A CHARITY BARGBEQUE IN SASKATOON, SASKATCHEWAN.]

                                              Page 21 2004 Stantec Annual Report

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis of Stantec's operations and financial position,
dated February 11, 2005, should be read in conjunction with the Company's 2004
consolidated financial statements and related notes, as well as the Message to
Shareholders and management discussions included in this annual report.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We refer to and use the terms
"net revenue" and "gross margin" throughout our analysis, and the definitions of
these terms are provided in the Results section.

[PHOTO OF DON WILSON (VICE PRESIDENT &CFO), JAN MULLIGAN (DIRECTOR,FINANCIAL),
DAN LEFAIVRE (VICE PRESIDENT & CORPORATE CONTROLLER)]

OUR COMPANY'S CURRENT GOAL IS TO BECOME A TOP 10 GLOBLE DESIGN AND CONSULTING
SERVICES FIRM BY THE YEAR 2008.

Page 22 2004 Stantec Annual Report

<PAGE>

WE ARE CONFIDENT THAT WE CAN REAC H OUR GOAL BECAUSE WE HAVE AN ORGANIZATION OF
DEDICATED EMPLOYEES WHHO GIVE US OUR COMPETITIVE ADVANTAGE.

CAUTION REGARDING FORWARD-LOKING STATEMENTS

Stantec's public communications often include written or verbal forward-looking
statements. Forward-looking statements are disclosures regarding possible
events, conditions, or results of operations that are based on assumptions about
: future economic conditions and courses of action and include future-oriented
financial information.

Statements;of this type are included in this report and may be included in
filings with Canadian securities regulators or in other communications. '.
Forward-looking statements may involve, but are not limited to, comments with
respect to our objectives for 2005 and beyond, our strategies or future actions,
our targets, our expectations for our financial condition or share price, and
the results of or outlook for our operations or for the Canadian and US
economies.

By their nature, forward-looking statements require us to make assumptions and
are subject to inherent risks and uncertainties. There is a significant risk
that predictions and other forward-looking statements will not prove to be
accurate. We caution readers of this report to not place undue reliance on our
forward-looking statements since a number of factors could cause actual future
results, conditions, actions, or events to differ materially from the targets,
expectations, estimates, or intentions expressed in these statements.

[PICTURE] [ARCHITECTURE AND INTERIOR DESIGN OF RTHE FINESSE HOME LIVING STORE
RENOVATION, EDMONTION, ALBERTA]

In addition to the factors set out in the Risk section below, the following
factors, among others, could cause Stantec's actual results to differ

                                              Page 23 2004 Stantec Annual Report

<PAGE>

      [PHOTO OF URBAN LAND PLANNING FOR WINDSOR PARK, REGINA, SASKATCHEWAN]

 materially from those projected in our forward-looking statements:

      -     Global capital market activities

      -     Fluctuations in interest rates and currency values

      -     The effects of war or terrorist activities

      -     The effects of disease or illness on local, national, or
            international economies

      -     The effects of disruptions to public infrastructure, such as
            transportation or communications

      -     Disruptions in power or water supply

      -     Industry and worldwide economic and political conditions

      -     Regulatory and statutory developments

      -     The effects of competition in the geographic and business areas in
            which we operate

      -     The actions of management

      -     Technological changes.

We caution that the above list of factors is not exhaustive and that when
relying on forward- looking statements to make decisions with respect to
Stantec, investors and others should carefully consider these factors, as well
as other uncertainties and potential events, along with the inherent uncertainty
of forward-looking statements. Stantec does not undertake to update any
forward-looking statement, whether written or verbal, that may be made from time
to time by the organization or on its behalf.

 VISION, CORE BUSINESS, AND STRATEGY

Founded in 1954, Stantec provides professional design and consulting services in
planning, engineering, architecture, interior design, landscape architecture,
surveying and project management for the infrastructure and facilities sector.
Through multidiscipline service delivery, we support clients through the entire
project life cycle -- from the initial concept and financial feasibility phases
to project completion and beyond.

                                              Page 24 2004 Stantec Annual Report

<PAGE>

Our Company's current goal, which we established in 1998, is to become a top 10
global design and consulting services firm with $1 billion in annual revenue by
the year 2008. To achieve this objective, we will continue to deliver
fee-for-service professional services in the infrastructure and facilities
market and to follow an orderly growth plan. We are confident that we can reach
our goal because we operate in a large market that currently generates more than
US$50 billion in sales every year and because we have an organization of
dedicated employees who give us our competitive advantage -- the ability to
execute a proven operating strategy through a focused, sustainable business
model. Our three-dimensional model -- which is based on diversifying our
operations in distinct geographic regions, specializing in distinct but
complementary practice areas, and providing services in all five phases of the
infrastructure and facilities project life cycle-allows us to manage risk while
continuing to increase our revenue and earnings.

GEOGRAPHIC DIVERSIFICATION

Currently, our geographic reach principally includes five economic regions in
Canada and the US as well as a project presence in the Caribbean and other
selected international locations. Our strategy for geographic diversification
has two components. The first is to grow our existing regional operations by
expanding our services particularly in areas where we have not yet reached a
mature market presence. We target to achieve a market penetration of $10 million
in revenue per 1 million population in these regions. Secondly, our strategy
includes expansion outside our existing regions principally in the US and
Canada. We expect to continue to expand geographically primarily by

TO ACHIEVE OUR OBJECTIVE WE WILL CONTINUE TO DELIVER FEE-FOR SERVICE
PROFESSIONAL SERVICES ANOD TO FOLLOW AN ORDERLY GROWTH PLAN.

acquiring firms that meet our integration criteria and to a lesser extent by
growing organically.

PRACTICE AREA SPECIALIZATION

Specialization and diversification of services are achieved by providing
services in 17 distinct practice areas that can generally be grouped into five
key market segments -- Buildings, Environment, Industrial, Transportation, and
Urban

                                    [PICTURE]
PLANNING AND LANDSCAPE ARCHITECTURE FOR STEELE INDIAN SCHOOL PARK,
PHOENIX, ARIZONA]

                                               Page 25 200 Stantec Annual Report

<PAGE>

Land. Focusing on this combination of project services helps differentiate us
from our competitors, allowing us to enhance our presence in new geographic
regions and markets and to establish and maintain client relationships. Our
strategy for strengthening this dimension of our business model is to increase
the depth of our expertise in our current practice areas and to selectively add
complementary practice areas to our operations.

LIFE CYCLE SOLUTIONS

The third element of our business model is the provision of professional
services in all five phases of the project life cycle -- planning, design,
construction, maintenance, and decommissioning. This inclusive approach allows
us to deliver services during periods of strong new capital project activity
(i.e., design and construction) as well as periods of lower new capital project
expenditures (i.e., maintenance and rehabilitation). Beginning with the planning
and design stages, we provide conceptual and detailed design services,

conduct feasibility studies, and prepare plans and specifications. During the
construction phase, we generally act as the owners' representative, providing
project management, surveying, and resident engineering services. We focus
principally on fee-for-service type work and generally do not act as the
contractor or take on construction risk. Following project completion, during
the maintenance stage, we provide ongoing professional services for maintenance
and rehabilitation in areas such as facilities and infrastructure management,
facilities operations, and performance engineering. Finally, in the
decommissioning phase, we provide solutions and recommendations for taking
facilities out of active service.

Through our "One Team. Infinite Solutions." approach to our business, we are
able to undertake infrastructure and facilities projects of any size for both
public and private sector clients. Currently, the majority of assignments we
pursue are small to midsize projects with a capital value of

                                   [PICTURE]

[ARCHITECTURE AND INTERIOR DESIGN OF THE CENTRE FOR KINESIOLOGY, HEALTH ANDS
SPORT, REGINA, SASKATCHEWAN]

Page 26 2004 Stantec Annual Report

<PAGE>

       [PICTURE]                                       [PICTURE]
      MASTER PLANNING                  [PLANNING AND DESAIGN OF WATER AND SEWER
  FOR THE GRIESVBACH  NEIGHBORHOOD      SYSTEM, ROADWAYS,  AND BRIDGES
 REDEVELOPMENT, EDMONTON, ALBERTA]      FOR THE CANYONS RESORT, PARK CITY, UTAH]

less than $100 million and potential project fees for Stantec of less than $10
million. These types of projects represent the largest share of the
infrastructure and facilities market. Focusing on this project mix continues to
ensure that we do not rely on a few large, single projects for our revenue and
that no single client or project accounts for more than 5% of our overall
business.

KEY PERFORMANCE DRIVERS

At Stantec our performance depends on our ability to attract and retain
qualified people; make the most of market opportunities; finance our growth;
find, acquire, and integrate firms and/or new employees into our operations; and
achieve top-three market penetration in the geographic areas we serve. Based on
our success with these drivers, we believe that we are well positioned to
continue to be a major provider of professional design and consulting services
in our principal geographic regions.

PEOPLE

The most important driver of our Company's performance is our people. Our people
are our most valuable resource because they create the project solutions we
deliver to clients. To reach

our goal of becoming a top 10 global design firm, we are growing our workforce
through a combination of internal hiring and acquisitions. We measure our
success in this area by total staff numbers. In 2004 our staff increased to
approximately 4,350 from 3,700 in 2003. Currently, our workforce is made up of
about 2,150 professionals, 1,550 technical staff, and 650 support personnel. We
expect our employee numbers to continue to increase in 2005 and beyond as we
pursue our growth plan.

To attract and retain qualified staff, our Company offers opportunities to be
part of a multidiscipline team working on challenging projects with some of the
best people in our industry. We are continually strengthening our
people-oriented culture, and in 2004 we completed a number of activities,
including revising our career development and performance review process to
enhance our focus on career development and modifying and realigning our
benefits programs to provide more personal choice and emphasize wellness and
preventative care. These programs will be implemented in the first quarter of
2005. In addition, improved and enhanced staff training programs are slated for
introduction in the second quarter.

                                              Page 27 2004 Stantec Annual Report

<PAGE>

                                   [PICTURE]
[SURVEYING, DESIGN, AND CONOSSSTRUCTION MANAGEMENT OF THE WELD COUNTY ROAD 13
BRIDGE REPLACEMENT, WELD COUNTY, COLORADO]

Because of our "diversified portfolio" approach to business -- operating in
different regions and practice areas -- we are generally able to redeploy a
portion of our workforce when faced with changes in local, regional, or national
economies or practice area demand. Currently, we see no overall shortage of
qualified staff for our operations. Although there will always be some areas
where it will be difficult to find appropriate staff during certain periods, as
we increase in size we become better able to address these issues by using staff
from other parts of the Company either through temporary relocation or changes
in work allocation. We are continually improving our ability to work on projects
from multiple office locations through Web-based technology.

      INDUSTRY ENVIRONMENT/MARKET OPPORTUNITIES

      Another key driver of our Company's success is our ability to make the
      most of opportunities to grow in our marketplace. We believe that growth

      is necessary in order to enhance the depth and breadth of our expertise,
      broaden our services, increase our shareholder value, provide more
      opportunities for our employees, and lever our information technology
      systems. Over the last 11 years, we have integrated a total of
      approximately 3,400 employees into our operations through a combination of
      direct hiring and acquisitions. We are confident that we can continue to
      take advantage of acquisition opportunities because we operate in an
      industry sector that includes more than 100,000 firms and is estimated to
      generate over US$50 billion in revenue in North America every year, of
      which we currently have less than a 1 % market share. (According to the
      Engineering News Record, the largest 500 engineering and architecture
      companies in the US alone generated nearly US$50 billion in fees in 2003.)
      Our strategy for increasing this percentage is to combine internal growth
      with the acquisition of firms that believe in our vision and want to be
      part of our growing company.

Page 28 2004 Stantec Annual Report

<PAGE>

In 2004 we completed four acquisitions, one in the US, which established a new
region for Stantec in the Northeast, and three in our Canadian operations. In
total, these acquisitions added approximately 530 employees to our Company. The
integration of acquired firms begins immediately following the acquisition
closing date and may take between six months and three years. It involves
incorporation into our Company-wide information technology and financial
management systems as well as provision of "back office" support services from
our corporate office. This approach allows our new staff to focus on continuing
to serve clients with as little interruption as possible.

Stantec's acquisition program is managed by an acquisition team dedicated to
supporting the Company's growth objectives. The team is responsible for
identifying and valuing acquisition candidates, undertaking and coordinating due
diligence, negotiating and closing transactions, and assisting with the
integration of employees and systems.

FINANCING

Stantec's success also depends on our continuing ability to finance our growth.
Adequate financing gives us the flexibility to make appropriate investments in
our future. Over the past 11 years, Stantec has grown at a compound annual rate
of 19%. To fund this growth, the Company requires cash generated from both
internal and external sources. Historically, we have completed acquisitions
using mostly cash and notes, with very little use of the Company's shares.

We have sought additional financing through the public sale of shares to
maintain our internal debt to equity guidelines at times when our growth has
outpaced our ability to generate cash inside the Company. Our practice is to
raise additional equity to replenish our cash reserves, pay down debt, or
strengthen the Company's balance sheet. To date, we have issued additional
shares for these purposes on three occasions -- in 1997, 2000, and 2002.

                   [PICTURE]

[DESIGN REVIEEW AND CONSTRUCTION SUPERVISION FOR THE REHABILITATION OF POTABLE
WATER SYSTEMS, MALAWI]

MARKET PENETRATION

Also key to Stantec's success is achieving a certain level of market penetration
in the geographic areas we serve. Our goal is to be among the top three service
providers in our geographic regions and practice areas. With this level of
market presence, we are less likely to be affected by downturns in regional
economies. Top-three positioning also gives us increased opportunities to work
for the best clients, obtain the best projects, and attract the best employees
in a region, and is important for building or maintaining the critical mass of
staff needed to generate consistent performance and support regional
infrastructure.

                                              Page 29 2004 Stantec Annual Report

<PAGE>

RESULTS
OVERVIEW OF 2004
The following table summarizes some of our key information:

                           SELECTED ANNUAL INFORMATION

                            (in millions of dollars,
                              except per share and
                            share amounts) (prepared
                               in accordance with
                                 Canadian GAAP)

<TABLE>
<CAPTION>
                                                               2004         2003         2002
<S>                                                         <C>          <C>          <C>
Gross revenue                                                    520.9        459.9        428.5
Net income                                                        30.2         25.1         20.2
Earnings per share - basic                                        1.63         1.37         1.12
Earnings per share - diluted                                      1.59         1.31         1.07
Cash dividends declared per common share                           Nil          Nil          Nil
Total assets                                                     362.1        326.6        299.0
Total long-term debt                                              34.0         44.6         62.3
Outstanding common shares - as at December 31               18,871,085   18,327,284   18,282,720
Outstanding common shares - as at February 11, 2005         18,906,585
Outstanding share options - as at December 31                1,071,333    1,479,100    1,296,200
Outstanding share options - as at February 11, 2005          1,033,833
</TABLE>

The information reflected above is impacted by the four acquisitions we
completed in 2004, the four completed in 2003, and the 10 completed in 2002.
Each of these acquisitions will impact the level of gross revenue and net income
earned in the year of acquisition and going forward as further explained in the
Results of Operations section.

[PICTURE]
[MARCUS WHITMAN CENTRAL SCHOOL DISTRICT CAFETERIA AND AUDITORIUM, RUSHVILLE, NEW
YORK]

Page 30 2004 Stantec Annual Report

<PAGE>

HIGHLIGHTS FOR 2004

- -     The results we achieved in 2004 compared to the expected ranges we
      established in our 2003 Management's Discussion and Analysis are as
      follows:

<TABLE>
<CAPTION>
                                                                                      Result
Measure                                                             Expected Range     Achieved
<S>                                                         <C>                       <C>
Debt to equity ratio - [note 1]                              At or below 0.5 to 1       <0.0
Return on equity - [note 2;                                        At or above 14%      17.3%
Net income as % of net revenue                                      At or above 5%       6.7%
Gross margin as % of net revenue                                Between 52 and 54%      54.2%
Administrative and marketing expenses as % of net               Between 39 and 41%      40.9%
revenue
Effective income tax rate                                   Between 36.5 and 37.5%      32.4%
</TABLE>

      Note 1 -- Debt to equity ratio is calculated as long-term debt plus
      current portion of long-term debt plus bank indebtedness less cash, all
      divided by shareholders' equity.

      Note 2 -- Return on equity is calculated as net income for the year
      divided by average shareholders' equity over each of the last four
      quarters.

- -     Earnings per share -- Our basic earnings per share increased 19.0% to
      $1.63 from $1.37 in 2003.

- -     Effective income tax rate -- Our effective tax rate decreased to 32.4% in
      2004 from 36.7% in 2003.

- -     Growth by acquisition -- We completed four acquisitions in 2004, including
      the addition of The Sear-Brown Group, Inc., a New York-based firm with
      approximately 400 employees, the acquisition of two architecture companies
      -- GBR Architects Limited and Dunlop Architects Inc. -- and the addition
      of Shaflik Engineering Ltd. through an asset purchase.

- -     Investment in costs and estimated earnings in excess of billings and in
      accounts receivable -- We reduced our investment (measured by number of
      days' revenues) to 101 days at the end of 2004 from 119 days at the end of
      2003. The implementation of our new enterprise management system during
      2003 had a significant impact on our resources -- both in terms of people
      and finances. Adjusting to the

breadth of the new system created a significant learning curve. One of the
impacts was an initial increase in the time required to prepare invoices to send
to clients. As a result, we experienced an increase in costs and estimated
earnings in excess of billings during the fourth quarter of 2003.

[PICTURE]
[SURVEYING AND BASE MAPPING FOR THE U.S.NATIONAL PARK SERVICE, NEVADA AND
CALIFORNIA]
                                              Page 31 2004 Stantec Annual Report

<PAGE>

[PHOTO OF SOIL TESTING FOR THE SOMERSETT DEVELOPEMENT,RENT,NEVADA]

- -     Divestitures -- In 2003 we entered into an agreement in principle to
      dispose of our 50% share in Lockerbie Stanley Inc. This agreement was
      finalized in Q3 04. During Q4 04, we divested of our interest in
      Goodfellow EFSOP(TM) technology, which comprised our Technology segment.

- -     Property sale -- During the fourth quarter of 2004, we completed the sale
      of our office building in Edmonton, Alberta, for cash proceeds of $34.5
      million. Concurrent with the sale, we leased the property back for a
      period of 15 years. The gain of $7.1 million realized on the sale has been
      deferred and will be recognized as a reduction of rental expense over the
      15-year term of the operating lease.

CRITICAL ACCOUNTING ESTIMATES

The notes to our December 31, 2004, consolidated financial statements outline
our significant accounting estimates. The accounting estimates discussed below
are considered particularly important since they require the most difficult,
subjective, or complex management judgments. Because of the uncertainties
inherent in making assumptions and estimates regarding unknown future outcomes,
future events may result in significant differences between estimates and actual
results. We believe that each of our assumptions and estimates is appropriate to
the circumstances and represents the most likely future outcome.

REVENUE AND COST RECOGNITION ESTIMATES ON CONTRACTS

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method based on the ratio of contract costs
incurred to total estimated contract costs. We believe that costs incurred are
the best available measure of progress toward completion of these contracts.
Estimating total direct contract costs is subjective and requires the use of our
best judgments based upon the information we have available at that point in
time. Our estimate of total direct contract costs has a direct impact on the
revenue we recognize. If our current estimates of total direct contract costs
turn out to be higher or lower than our previous estimates, we would have over-
or underrecognized revenue for the previous period. We also provide for
estimated losses on incomplete contracts in the period in which such losses are
determined. Changes in our estimates are reflected in the period in which such
changes are made.

Page 32 2004 Stantec Annual Report

<PAGE>

PROVISION FOR DOUBTFUL ACCOUNTS

We use estimates in determining our allowance for doubtful accounts related to
trade receivables. These estimates are based on our best assessment of the
collectibility of the related receivable balance based, in part, on the age of
the specific receivable balance. Future collections of receivables that differ
from our current estimates will affect the results of our operations in future
periods.

GOODWILL

Goodwill is assessed for impairment at least annually. This assessment includes
a comparison of the carrying value of the reporting unit to the estimated fair
value to ensure that the fair value is greater than the carrying value. We
arrive at the estimated fair value of a reporting unit using valuation methods
such as discounted cash flow analysis. These valuation methods employ a variety
of assumptions, including revenue growth rates, expected operating income,
discount rates, and earnings multiples. Estimating the fair value of a reporting
unit is a subjective process and requires the use of our best estimates. If our
estimates or assumptions change from those used in our current valuation, we may
be required to recognize an impairment loss in future periods.

RESULTS OF OPERATIONS

In 2004, because the operations associated with our Design Build and Technology
segments were disposed of during the year, all of our operations are included in
one reportable segment -- Consulting Services.

Our Company provides knowledge-based solutions for infrastructure and facilities
projects through value-added professional services principally under
fee-for-service agreements with clients. In the course of providing services, we
incur certain direct costs for subconsultants, equipment, and other expenditures
that are recoverable directly from our clients. The revenue associated with
these direct costs is included in our gross revenue. Since such direct costs and
their associated revenue can vary significantly from contract to contract,
changes in our gross revenue may not be indicative of our revenue trends.
Accordingly, we also report net revenue, which is gross revenue less
subconsultant and other direct expenses, and analyze our results in relation to
net revenue rather than gross revenue.

[PICTURE]

[ENGINEERING DESIGN FOR THE TRANSALTA TRI LEISURE CENTRE, SPRUCE GROVE, ALBERTA]

                                              Page 33 2004 Stantec Annual Report
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.52
<SEQUENCE>54
<FILENAME>t17577exv99w52.txt
<DESCRIPTION>EX-99.52
<TEXT>
<PAGE>

                                      2004
                                     ANNUAL
                                    FEEDBACK
                                      CARD

                                 [STANTEC LOGO]

                                    ONE TEAM
                               Infinite Solutions

DISTRIBUTION LIST: If you would like to add your name to our distribution list,
the Company will mail you current information each time it becomes available.
Please Indicate which publications and formats you would like to receive:

[ ] Annual Reports           [ ] Electronic            [ ] Paper
[ ] Quarterly Reports        [ ] Electronic            [ ] Paper
[ ] News Releases            [ ] Electronic only
[ ] Webcasts                 [ ] Electronic only

NOTE: YOU MAY DELETE YOUR NAME FROM THIS LIST AT ANY TIME BY CONTACTING US AT
IR@STANTEC.COM.


 To receive publications by mall and be added to the distribution list, please
 fill out the form below. To ensure accuracy of contact information, please
 print legibly.

Name: __________________________________________________________________________
Address:________________________________________________________________________
City:___________________________________________________________________________
Prov/State:_____________________________________________________________________
Postal/Zip Code: _______________________________________________________________
Telephone:______________________________________________________________________
Fax: ___________________________________________________________________________
Email:__________________________________________________________________________

ANNUAL REPORT FEEDBACK: We are always looking for ways to improve our annual
report based on feedback from our readers. Please take a few minutes to provide
us with your comments. Check one for each response.

                                                      Agree   Neutral  Disagree
1. The report increased my understanding of Stantec.   [ ]      [ ]       [ ]

2. What I liked about this annual report is:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

3. What could be improved:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

To provide feedback, please either fax this card to (780) 917-7330 OR simply
drop it in the mail. Emails with your comments are always appreciated at
ir@stantec.com. FOR MORE INFORMATION AND REGULAR UPDATES, PLEASE VISIT
WWW.STANTEC.COM. Thank you.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.53
<SEQUENCE>55
<FILENAME>t17577exv99w53.txt
<DESCRIPTION>EX-99.53
<TEXT>
<PAGE>
                                  STANTEC INC.

         THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT FOR USE AT THE
           ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF STANTEC INC.
                           TO BE HELD ON MAY 10, 2005

By signing below, you, a participant in Stantec's Employee Share Purchase Plan,
are appointing Anthony P. Franceschini, Stantec's President and CEO, or failing
him, Jeffrey S. Lloyd, Stantec's Secretary, or instead of either of them,
(insert name)___________________________________________________________________
__________________________________________________________(who need not be a
shareholder), as your proxy, with full power of substitution, to attend, vote
and act on your behalf at STANTEC'S ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2005, AND AT ANY CONTINUATION, ADJOURNMENT OR POSTPONEMENT
(THE "MEETING"), and the person(s) named above are authorized and directed to
vote as follows:

   1. The election of the following person as directors:

<TABLE>
<CAPTION>
                                         FOR     WITHOLD                        FOR     WITHOLD
<S>                                      <C>     <C>       <C>                  <C>     <C>
      Neilson A. "Dutch" Bertholf, Jr.   [ ]       [ ]     William D. Grace     [ ]       [ ]
      Robert J. Bradshaw                 [ ]       [ ]     Susan E. Hartman     [ ]       [ ]
      E. John (Jack) Finn                [ ]       [ ]     Robert R. Mesel      [ ]       [ ]
      Anthony P. Franceschini            [ ]       [ ]     Ronald P. Triffo     [ ]       [ ]
</TABLE>

   2. The reappointment of Ernst & Young, Chartered Accountants, as Stantec's
      auditor and authorizing the directors to fix the auditor's remuneration.

      [ ] FOR  [ ] WITHHOLD FROM VOTING

   3. The resolution confirming the amendment of Stantec's Employee Share Option
      Plan setting the number of Common Shares reserved for issuance under that
      plan at of 10% of Stantec's current issued and outstanding shares being
      1,892,718 Common Shares.

      [ ] FOR  [ ] AGAINST

   4. The amendment of Stantec's by-laws relating to director residency and
      quorum.

      [ ] FOR  [ ] AGAINST

   5. The amendment of Stantec's articles relating to appointing additional
      directors in between shareholder meetings.

      [ ] FOR  [ ] AGAINST

   6. Such other business as may properly come before the meeting.

This form, once completed, instructs your proxy to vote on each of the above
matters as directed and confers discretionary authority on your proxy to vote on
any amendment or variation to the above

<PAGE>

matters and any other matter that may properly come before the Meeting. At the
date of mailing, the management of Stantec knows of no such amendment, variation
or other matter.

THIS PROXY IS SOLICITED ON BEHALF OF STANTEC'S MANAGEMENT. YOU HAVE THE RIGHT TO
APPOINT A PERSON OF YOUR CHOICE, WHO NEED NOT BE A SHAREHOLDER OF STANTEC TO
REPRESENT YOU AND TO ATTEND AND ACT ON YOUR BEHALF AT THE MEETING. IF YOU WISH
TO APPOINT SOMEONE OTHER THAN MANAGEMENT'S REPRESENTATIVES LISTED ABOVE, PLEASE
INSERT THE NAME OF THE OTHER PERSON YOU WISH TO APPOINT IN THE SPACE PROVIDED
ABOVE FOR THAT PURPOSE.

You hereby revoke any proxy previously given and ratify all that your proxy may
do.

DATED________________, 2005   __________________________________________________
                              Signature

                              __________________________________________________
                              Name

   Instructions:

   1. This proxy must be dated and signed by the shareholder or his or her
      attorney duly authorized in writing.

   2. To be valid, this proxy must be deposited no later than 5:00 PM (MDT) on
      May 6, 2005 or, if the Meeting is adjourned, 5:00 PM (MDT) on the second
      business day before the any adjournment, with CIBC Mellon Trust Company,
      600 The Dome Tower, 333 - 7th Avenue SW, Calgary AB T2P 2Z1.

   3. Please refer to the accompanying management information circular for
      further information regarding completion and use of this proxy and other
      information pertaining to the Meeting.

   4. If the proxy form is not dated in the space provided, it is deemed to be
      dated the date on which it was mailed to you. 5. IF YOU DO NOT SPECIFY HOW
      TO VOTE ON A MATTER, YOUR PROXY WILL BE VOTED FOR THAT MATTER.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.54
<SEQUENCE>56
<FILENAME>t17577exv99w54.txt
<DESCRIPTION>EX-99.54
<TEXT>
<PAGE>

MANAGEMENT'S  DISCUSSION AND ANALYSIS

This discussion and analysis of Stantec's operations and financial position,
dated February 11, 2005, should be read in conjunction with the Company's 2004
consolidated financial statements and related notes, as well as the Message to
Shareholders and management discussions included in this annual report.
Additional information regarding the Company, including the Annual Information
Form, is available on SEDAR at www.sedar.com.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We refer to and use the terms
"net revenue" and "gross margin" throughout our analysis, and the definitions of
these terms are provided in the Results section.

OUR COMPANY'S CURRENT GOAL IS TO BECOME A TOP 10 GLOBAL DESIGN AND CONSULTING
SERVICES FIRM BY THE YEAR 2008.

                                     [PHOTO]

Page 22 2004 Stantec Annual Report

<PAGE>

WE ARE CONFIDENT THAT WE CAN REACH OUR GOAL BECAUSE WE HAVE AN ORGANIZATION OF
DEDICATED EMPLOYEES WHO GIVE US OUR COMPETITIVE ADVANTAGE.

CAUTION REGARDING
FORWARD-LOOKING STATEMENTS

Stantec's public communications often include written or verbal forward-looking
statements. Forward-looking statements are disclosures regarding possible
events, conditions, or results of operations that are based on assumptions about
future economic conditions and courses of action and include future-oriented
financial information.

Statements of this type are included in this report and may be included in
filings with Canadian securities regulators or in other communications.
Forward-looking statements may involve, but are not limited to, comments with
respect to our objectives for 2005 and beyond, our strategies or future actions,
our targets, our expectations for our financial condition or share price, and
the results of or outlook for our operations or for the Canadian and US
economies.

                                   [PICTURE]

By their nature, forward-looking statements require us to make assumptions and
are subject to inherent risks and uncertainties. There is a significant risk
that predictions and other forward-looking statements will not prove to be
accurate. We caution readers of this report to not place undue reliance on our
forward-looking statements since a number of factors could cause actual future
results, conditions, actions, or events to differ materially from the targets,
expectations, estimates, or intentions expressed in these statements.

In addition to the factors set out in the Risk section below, the following
factors, among others, could cause Stantec's actual results to differ

                                              Page 23 2004 Stantec Annual Report

<PAGE>

materially from those projected in our forward-looking statements:

      -     Global capital market activities

      -     Fluctuations in interest rates and currency values

      -     The effects of war or terrorist activities

      -     The effects of disease or illness on local, national, or
            international economies

      -     The effects of disruptions to public infrastructure, such as
            transportation or communications

      -     Disruptions in power or water supply

      -     Industry and worldwide economic and political conditions

      -     Regulatory and statutory developments

      -     The effects of competition in the geographic and business areas in
            which we operate

      -     The actions of management

      -     Technological changes.

We caution that the above list of factors is not exhaustive and that when
relying on forward looking statements to make decisions with respect to Stantec,
investors and others should carefully consider these factors, as well as other
uncertainties and potential events, along with the inherent uncertainty of
forward-looking statements. Stantec does not undertake to update any
forward-looking statement, whether written or verbal, that may be made from time
to time by the organization or on its behalf.

                                   [PICTURE]

VISION, CORE BUSINESS, AND STRATEGY

Founded in 1954, Stantec provides professional design and consulting services in
planning, engineering, architecture, interior design, landscape architecture,
surveying and project management for the infrastructure and facilities sector.
Through multidiscipline service delivery, we support clients through the entire
project life cycle--from the initial concept and financial feasibility phases to
project completion and beyond.

Page 24 2004 Stantec Annual Report


<PAGE>

Our Company's current goal, which we established in 1998, is to become a top 10
global design and consulting services firm with $1 billion in annual revenue by
the year 2008. To achieve this objective, we will continue to deliver
fee-for-service professional services in the infrastructure and facilities
market and to follow an orderly growth plan. We are confident that we can reach
our goal because we operate in a large market that currently generates more than
US$50 billion in sales every year and because we have an organization of
dedicated employees who give us our competitive advantage--the ability to
execute a proven operating strategy through a focused, sustainable business
model. Our three-dimensional model--which is based on diversifying our
operations in distinct geographic regions, specializing in distinct but
complementary practice areas, and providing services in all five phases of the
infrastructure and facilities project life cycle--allows us to manage risk while
continuing to increase our revenue and earnings.

GEOGRAPHIC DIVERSIFICATION

Currently, our geographic reach principally includes five economic regions in
Canada and the US as well as a project presence in the Caribbean and other
selected international locations. Our strategy for geographic diversification
has two components. The first is to grow our existing regional operations by
expanding our services particularly in areas where we have not yet reached a
mature market presence. We target to achieve a market penetration of $10 million
in revenue per 1 million population in these regions. Secondly, our strategy
includes expansion outside our existing regions principally in the US and
Canada. We expect to continue to expand geographically primarily by acquiring
firms that meet our integration criteria and to a lesser extent by growing
organically.

TO ACHIEVE OUR OBJECTIVE, WE WILL CONTINUE TO DELIVER FEE-FOR-SERVICE
PROFESSIONAL SERVICES AND TO FOLLOW AN ORDERLY GROWTH PLAN.

PRACTICE AREA SPECIALIZATION

Specialization and diversification of services are achieved by providing
services in 17 distinct practice areas that can generally be grouped into five
key market segments--Buildings, Environment, Industrial, Transportation, and
Urban

                                   [PICTURE]

                                              Page 25 2004 Stantec Annual Report

<PAGE>

Land. Focusing on this combination of project services helps differentiate us
from our competitors, allowing us to enhance our presence in new geographic
regions and markets and to establish and maintain client relationships. Our
strategy for strengthening this dimension of our business model is to increase
the depth of our expertise in our current practice areas and to selectively add
complementary practice areas to our operations.

LIFE CYCLE SOLUTIONS

The third element of our business model is the provision of professional
services in all five phases of the project life cycle--planning, design,
construction, maintenance, and decommissioning. This inclusive approach allows
us to deliver services during periods of strong new capital project activity
(i.e., design and construction) as well as periods of lower new capital project
expenditures (i.e., maintenance and rehabilitation). Beginning with the planning
and design stages, we provide conceptual and detailed design services,

conduct feasibility studies, and prepare plans and specifications. During the
construction phase, we generally act as the owners'representative, providing
project management, surveying, and resident engineering services. We focus
principally on fee-for-service type work and generally do not act as the
contractor or take on construction risk. Following project completion, during
the maintenance stage, we provide ongoing professional services for maintenance
and rehabilitation in areas such as facilities and infrastructure management,
facilities operations, and performance engineering. Finally, in the
decommissioning phase, we provide solutions and recommendations for taking
facilities out of active service.

Through our "One Team. Infinite Solutions." approach to our business, we are
able to undertake infrastructure and facilities projects of any size for both
public and private sector clients. Currently, the majority of assignments we
pursue are small to midsize projects with a capital value of

                                   [PICTURE]

Page 26 2004 Stantec Annual Report

<PAGE>

[PICTURE]                                                              [PICTURE]

less than $100 million and potential project fees for Stantec of less than $10
million. These types of projects represent the largest share of the
infrastructure and facilities market. Focusing on this project mix continues to
ensure that we do not rely on a few large, single projects for our revenue and
that no single client or project accounts for more than 5% of our overall
business.

KEY PERFORMANCE DRIVERS

At Stantec our performance depends on our ability to attract and retain
qualified people; make the most of market opportunities; finance our growth;
find, acquire, and integrate firms and/or new employees into our operations; and
achieve top-three market penetration in the geographic areas we serve. Based on
our success with these drivers, we believe that we are well positioned to
continue to be a major provider of professional design and consulting services
in our principal geographic regions.

PEOPLE

The most important driver of our Company's performance is our people. Our people
are our most valuable resource because they create the project solutions we
deliver to clients. To reach our goal of becoming a top 10 global design firm,
we are growing our workforce through a combination of internal hiring and
acquisitions. We measure our success in this area by total staff numbers. In
2004 our staff increased to approximately 4,350 from 3,700 in 2003. Currently,
our workforce is made up of about 2,150 professionals, 1,550 technical staff,
and 650 support personnel. We expect our employee numbers to continue to
increase in 2005 and beyond as we pursue our growth plan.

To attract and retain qualified staff, our Company offers opportunities to be
part of a multidiscipline team working on challenging projects with some of the
best people in our industry. We are continually strengthening our
people-oriented culture, and in 2004 we completed a number of activities,
including revising our career development and performance review process to
enhance our focus on career development and modifying and realigning our
benefits programs to provide more personal choice and emphasize wellness and
preventative care. These programs will be implemented in the first quarter of
2005. In addition, improved and enhanced staff training programs are slated for
introduction in the second quarter.

                                              Page 27 2004 Stantec Annual Report

<PAGE>

                                   [PICTURE]

Because of our "diversified portfolio" approach to business--operating in
different regions and practice areas--we are generally able to redeploy a
portion of our workforce when faced with changes in local, regional, or national
economies or practice area demand. Currently, we see no overall shortage of
qualified staff for our operations. Although there will always be some areas
where it will be difficult to find appropriate staff during certain periods, as
we increase in size we become better able to address these issues by using staff
from other parts of the Company either through temporary relocation or changes
in work allocation. We are continually improving our ability to work on projects
from multiple office locations through Web-based technology.

INDUSTRY ENVIRONMENT/MARKET OPPORTUNITIES

Another key driver of our Company's success is our ability to make the most of
opportunities to grow in our marketplace. We believe that growth is necessary in
order to enhance the depth and breadth of our expertise, broaden our services,
increase our shareholder value, provide more opportunities for our employees,
and lever our information technology systems. Over the last 11 years, we have
integrated a total of approximately 3,400 employees into our operations through
a combination of direct hiring and acquisitions. We are confident that we can
continue to take advantage of acquisition opportunities because we operate in an
industry sector that includes more than 100,000 firms and is estimated to
generate over US$50 billion in revenue in North America every year, of which we
currently have less than a 1% market share. (According to the Engineering News
Record, the largest 500 engineering and architecture companies in the US alone
generated nearly US$50 billion in fees in 2003.) Our strategy for increasing
this percentage is to combine internal growth with the acquisition of firms that
believe in our vision and want to be part of our growing company.

Page 28 2004 Stantec Annual Report

<PAGE>

In 2004 we completed four acquisitions, one in the US, which established a new
region for Stantec in the Northeast, and three in our Canadian operations. In
total, these acquisitions added approximately 530 employees to our Company. The
integration of acquired firms begins immediately following the acquisition
closing date and may take between six months and three years. It involves
incorporation into our Company-wide information technology and financial
management systems as well as provision of "back office" support services from
our corporate office. This approach allows our new staff to focus on continuing
to serve clients with as little interruption as possible.

Stantec's acquisition program is managed by an acquisition team dedicated to
supporting the Company's growth objectives. The team is responsible for
identifying and valuing acquisition candidates, undertaking and coordinating due
diligence, negotiating and closing transactions, and assisting with the
integration of employees and systems.

FINANCING

Stantec's success also depends on our continuing ability to finance our growth.
Adequate financing gives us the flexibility to make appropriate investments in
our future. Over the past 11 years, Stantec has grown at a compound annual rate
of 19%. To fund this growth, the Company requires cash generated from both
internal and external sources. Historically, we have completed acquisitions
using mostly cash and notes, with very little use of the Company's shares.

We have sought additional financing through the public sale of shares to
maintain our internal debt to equity guidelines at times when our growth has
outpaced our ability to generate cash inside the Company. Our practice is to
raise additional equity to replenish our cash reserves, pay down debt, or
strengthen the Company's balance sheet. To date, we have issued additional
shares for these purposes on three occasions--in 1997, 2000, and 2002.

MARKET PENETRATION

Also key to Stantec's success is achieving a certain level of market penetration
in the geographic areas we serve. Our goal is to be among the top three service
providers in our geographic regions and practice areas. With this level of
market presence, we are less likely to be affected by downturns in regional
economies. Top-three positioning also gives us increased opportunities to work
for the best clients, obtain the best projects, and attract the best employees
in a region, and is important for building or maintaining the critical mass of
staff needed to generate consistent performance and support regional
infrastructure.

                                              Page 29 2004 Stantec Annual Report
<PAGE>

RESULTS
OVERVIEW OF 2004
The following table summarizes some of our key information:

                           SELECTED ANNUAL INFORMATION
     (in millions of dollars, except per share and share amounts) (prepared
                       in accordance with Canadian GAAP)

<TABLE>
<CAPTION>
                                                               2004            2003            2002
                                                               ----            ----            ----
<S>                                                      <C>             <C>             <C>
Gross revenue                                                 520.9           459.9           428.5
Net income                                                     30.2            25.1            20.2
Earnings per share - basic                                     1.63            1.37            1.12
Earnings per share - diluted                                   1.59            1.31            1.07
Cash dividends declared per common share                        Nil             Nil             Nil
Total assets                                                  362.1           326.6           299.0
Total long-term debt                                           34.0            44.6            62.3
Outstanding common shares - as at December 31            18,871,085      18,327,284      18,282,720
Outstanding common shares - as at February 11, 2005      18,906,585
Outstanding share options - as at December 31             1,071,333       1,479,100       1,296,200
Outstanding share options - as at February 11, 2005       1,033,833
</TABLE>

The information reflected above is impacted by the four acquisitions we
completed in 2004, the four completed in 2003, and the 10 completed in 2002.
Each of these acquisitions will impact the level of gross revenue and net income
earned in the year of acquisition and going forward as further explained in the
Results of Operations section.

                                   [PICTURE]

Page 30 2004 Stantec Annual Report

<PAGE>

HIGHLIGHTS FOR 2004

- - The results we achieved in 2004 compared to the expected ranges we established
  in our 2003 Management's Discussion and Analysis are as follows:

<TABLE>
<CAPTION>
                                                                                           RESULT
MEASURE                                                      EXPECTED RANGE               ACHIEVED
<S>                                                          <C>                          <C>
Debt to equity ratio - [note 1]                              At or below 0.5 to 1         <0.0
Return on equity - [note 2]                                  At or above 14%              17.3%
Net income as % of net revenue                               At or above 5%               6.7%
Gross margin as % of net revenue                             Between 52 and 54%           54.2%
Administrative and marketing expenses as % of net revenue    Between 39 and 41%           40.9%
Effective income tax rate                                    Between 36.5 and 37.5%       32.4%
</TABLE>

- ----------
Note 1--Debt to equity ratio is calculated as long-term debt plus current
portion of long-term debt plus bank indebtedness less cash, all divided by
shareholders'equity.

Note 2--Return on equity is calculated as net income for the year divided by
average shareholders'equity over each of the last four quarters.

- - Earnings per share--Our basic earnings per share increased 19.0% to $1.63 from
  $1.37 in 2003.

- - Effective income tax rate--Our effective tax rate decreased to 32.4% in 2004
  from 36.7% in 2003.

- - Growth by acquisition--We completed four acquisitions in
  2004, including the addition of The Sear-Brown Group, Inc., a New York-based
  firm with approximately 400 employees, the acquisition of two architecture
  companies--GBR Architects Limited and Dunlop Architects Inc.-- and the
  addition of Shaflik Engineering Ltd. through an asset purchase.

- - Investment in costs and estimated earnings in excess of billings and in
  accounts receivable-- We reduced our investment (measured by number of
  days'revenues) to 101 days at the end of 2004 from 119 days at the end of
  2003. The implementation of our new enterprise management system during 2003
  had a significant impact on our resources--both in terms of people and
  finances. Adjusting to the breadth of the new system created a significant
  learning curve. One of the impacts was an initial increase in the time
  required to prepare invoices to send to clients. As a result, we experienced
  an increase in costs and estimated earnings in excess of billings during the
  fourth quarter of 2003.

                                   [PICTURE]

                                              Page 31 2004 Stantec Annual Report

<PAGE>

                                   [PICTURE]

- - Divestitures--In 2003 we entered into an agreement in principle to dispose of
  our 50% share in Lockerbie Stanley Inc. This agreement was finalized in Q3 04.
  During Q4 04, we divested of our interest in Goodfellow EFSOP(TM) technology,
  which comprised our Technology segment.

- - Property sale--During the fourth quarter of 2004, we completed the sale of our
  office building in Edmonton, Alberta, for cash proceeds of $34.5 million.
  Concurrent with the sale, we leased the property back for a period of 15
  years. The gain of $7.1 million realized on the sale has been deferred and
  will be recognized as a reduction of rental expense over the 15-year term of
  the operating lease.

CRITICAL ACCOUNTING ESTIMATES

The notes to our December 31, 2004, consolidated financial statements outline
our significant accounting estimates. The accounting estimates discussed below
are considered particularly important since they require the most difficult,
subjective, or complex management judgments. Because of the uncertainties
inherent in making assumptions and estimates regarding unknown future outcomes,
future events may result in significant differences between estimates and actual
results. We believe that each of our assumptions and estimates is appropriate to
the circumstances and represents the most likely future outcome.

REVENUE AND COST RECOGNITION ESTIMATES ON CONTRACTS

Revenue from fixed fee and variable fee with ceiling contracts is recognized
using the percentage of completion method based on the ratio of contract costs
incurred to total estimated contract costs. We believe that costs incurred are
the best available measure of progress toward completion of these contracts.
Estimating total direct contract costs is subjective and requires the use of our
best judgments based upon the information we have available at that point in
time. Our estimate of total direct contract costs has a direct impact on the
revenue we recognize. If our current estimates of total direct contract costs
turn out to be higher or lower than our previous estimates, we would have over-
or underrecognized revenue for the previous period. We also provide for
estimated losses on incomplete contracts in the period in which such losses are
determined. Changes in our estimates are reflected in the period in which such
changes are made.

Page 32 2004 Stantec Annual Report

<PAGE>

PROVISION FOR DOUBTFUL ACCOUNTS

We use estimates in determining our allowance for doubtful accounts related to
trade receivables. These estimates are based on our best assessment of the
collectibility of the related receivable balance based, in part, on the age of
the specific receivable balance. Future collections of receivables that differ
from our current estimates will affect the results of our operations in future
periods.

GOODWILL

Goodwill is assessed for impairment at least annually. This assessment includes
a comparison of the carrying value of the reporting unit to the estimated fair
value to ensure that the fair value is greater than the carrying value. We
arrive at the estimated fair value of a reporting unit using valuation methods
such as discounted cash flow analysis. These valuation methods employ a variety
of assumptions, including revenue growth rates, expected operating income,
discount rates, and earnings multiples. Estimating the fair value of a reporting
unit is a subjective process and requires the use of our best estimates. If our
estimates or assumptions change from those used in our current valuation, we may
be required to recognize an impairment loss in future periods.

RESULTS OF OPERATIONS

In 2004, because the operations associated with our Design Build and Technology
segments were disposed of during the year, all of our operations are included in
one reportable segment--Consulting Services.

Our Company provides knowledge-based solutions for infrastructure and facilities
projects through value-added professional services principally under
fee-for-service agreements with clients. In the course of providing services, we
incur certain direct costs for subconsultants, equipment, and other expenditures
that are recoverable directly from our clients. The revenue associated with
these direct costs is included in our gross revenue. Since such direct costs and
their associated revenue can vary significantly from contract to contract,
changes in our gross revenue may not be indicative of our revenue trends.
Accordingly, we also report net revenue, which is gross revenue less
subconsultant and other direct expenses, and analyze our results in relation to
net revenue rather than gross revenue.

                                   [PICTURE]

                                              Page 33 2004 Stantec Annual Report

<PAGE>

The following table summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
from year to year:

<TABLE>
<CAPTION>
                                            PERCENTAGE OF NET REVENUE   PERCENTAGE INCREASE
                                            -------------------------   -------------------
                                             2004      2003      2002    2004 VS.   2003 VS.
                                                                            2003       2002
                                             ----      ----      ----    -------    -------
<S>                                         <C>       <C>       <C>      <C>        <C>
GROSS REVENUE                               116.0%    117.5%    117.3%     13.2%      7.3%
NET REVENUE                                 100.0%    100.0%    100.0%     14.8%      7.2%
Direct payroll costs                         45.8%     46.9%     47.6%     12.0%      5.7%
GROSS MARGIN                                 54.2%     53.1%     52.4%     17.2%      8.6%
Administrative and marketing expenses        40.9%     39.5%     39.9%     18.7%      6.4%
Depreciation of property and equipment        2.7%      2.5%      2.6%     20.9%      4.3%
Amortization of intangible assets             0.2%      0.2%      0.3%      0.2%    (14.3%)
Net interest expense                          0.6%      0.7%      0.7%      6.4%      0.3%
Foreign exchange (gains) losses               0.0%      0.2%      0.0%    (115.3%)  743.9%
Share of income from associated companies    (0.1%)    (0.1%)    (0.1%)   (33.6%)    63.4%
INCOME BEFORE INCOME TAXES                    9.9%     10.1%      9.0%     12.7%     19.7%
Income taxes                                  3.2%      3.7%      3.5%     (0.6%)    12.8%
NET INCOME                                    6.7%      6.4%      5.5%     20.4%     24.2%
</TABLE>

                                  [BAR GRAPH]

As indicated in the highlights above, our operating results for 2004 are
generally consistent with the goals we established in 2003. In particular, our
administrative and marketing expenses were within the range we expected to
achieve, while our gross margin slightly exceeded expectations. In addition, our
effective tax rate continued to fall and, for 2004, was below the expected range
due to factors discussed below.

                                   [PICTURE]

Page 34 2004 Stantec Annual Report
<PAGE>

GROSS AND NET REVENUE

The following tables summarize the impact of certain of the above-noted items on
our gross and net revenue for 2004 compared to 2003 and for 2003 compared to
2002.

<TABLE>
<CAPTION>
                                                                                  2004 VS.  2003 VS.
GROSS REVENUE (in millions of dollars)                                              2003     2002
                                                                                  --------  --------
<S>                                                                               <C>       <C>
Increase over prior year                                                            61.0      31.4

Increase (decrease) due to:

   Acquisitions completed in current and prior two years                            42.3      41.0

   Net internal growth                                                              30.0      10.2

   Impact of foreign exchange rates on revenue earned by foreign subsidiaries      (11.3)    (19.8)
                                                                                   -----     -----
</TABLE>

<TABLE>
<CAPTION>
                                                                                  2004 VS.   2003 VS.
NET REVENUE (in millions of dollars)                                                2003      2002
                                                                                  --------   --------
<S>                                                                               <C>        <C>
Increase over prior year                                                            57.8      26.3

Increase (decrease) due to:

   Acquisitions completed in current and prior two years                            36.4      36.7

   Net internal growth                                                              31.3       7.0

   Impact of foreign exchange rates on revenue earned by foreign subsidiaries       (9.9)    (17.4)
                                                                                    ----     -----
</TABLE>

Gross revenue earned in Canada during 2004 increased to $325.8 million from
$290.4 million in 2003, and gross revenue generated in the US increased to
$190.4 million from $161.6 million. Gross revenue earned in our International
region in 2004 was $4.7 million, compared to $7.9 million in 2003. As indicated
above, the change in exchange rates from 2003 to 2004 impacted the level of
gross revenue from our US operations by $11.3 million. As noted in our 2003
Management's Discussion and Analysis, the acquisition of The Sear-Brown Group,
Inc. in April of 2004 was expected to result in an overall increase in our
US-generated revenue. The continuing strength of the Canadian economy also
resulted in growth in revenue from 2003 levels.

                                  (BAR CHART)

                                              Page 35 2004 Stantec Annual Report

<PAGE>

GROSS MARGIN

Gross margin is calculated as net revenue minus direct payroll costs. Direct
payroll costs include the cost of salaries and related fringe benefits for labor
hours that are directly associated with the completion of projects. Labor costs
and related fringe benefits for labor hours that are not directly associated
with the completion of projects are included in administrative and marketing
expenses. The increase in our gross margin percentage in 2004 is due to the
lower proportion of total labor that was charged to projects during 2004
compared to 2003 as well as the mix of projects in progress and being pursued
throughout the year. Total labor costs as a percentage of net revenue are
consistent from 2003 to 2004 at approximately 67.4% for both years.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue for 2004
were 40.9% (within the expected range of 39 to 41% for these expenses), compared
to 39.5% in 2003.

Administrative and marketing expenses fluctuate as a result of the amount of
staff time charged to marketing and administrative labor, which is influenced by
the mix of projects in progress and being pursued throughout the year. In 2004 a
higher proportion of total labor was charged to administrative and marketing
labor compared to 2003.

DEPRECIATION OF PROPERTY AND EQUIPMENT

Depreciation of property and equipment as a percentage of net revenue increased
to 2.7% in 2004, compared to 2.5% for 2003. In 2004 we began depreciating our
new enterprise management system as well as our new office building in Edmonton,
Alberta.

                                   (PICTURE)

FOREIGN EXCHANGE (GAINS) LOSSES

We recorded a foreign exchange gain of $0.1 million in 2004, compared to a
foreign exchange loss of $0.6 million in 2003. The foreign exchange gains and
losses reported in 2003 and 2004 arose on the translation of the
foreign-denominated assets and liabilities held in our Canadian companies and in
our non-US-based foreign subsidiaries.

In 2003 the Canadian dollar rose from US$0.63 at the beginning of the year to
US$0.77 at the end of the year, and the impact of this significant change on our
overall exposure to foreign currency assets resulted in an exchange loss of $0.6
million. In 2004 the Canadian dollar continued to strengthen to US$0.83. To
minimize our exposure to foreign currency fluctuations, we used
US-dollar-denominated debt in 2003 and through most of 2004, and late in 2004,
with the improvement of our cash position, we were able to reduce the amount of
this debt. As a result, we entered into forward contracts to sell US dollars in
exchange for Canadian dollars to minimize our exposure to currency fluctuations.
At December 31, 2004, we had contracted to sell US$10.0 million at forward rates
ranging from 1.2050 to 1.2386.

Page 36 2004 Stantec Annual Report

<PAGE>

INCOME TAXES

The effective income tax rate for Stantec in 2004 was 32.4%, compared to 36.7%
in 2003 and 39.0% in 2002. In our 2003 Management's Discussion and Analysis, we
anticipated that our effective tax rate would be in the range of 36.5 to 37.5%.
This rate was estimated based on known statutory rate reductions as well as
estimates of income in each of our taxing jurisdictions. Throughout 2004, the
effective tax rate reported in each quarter was reduced to account for the 0.75%
reduction in provincial statutory rates during the year as well as to reflect
increases in earnings in some of our lower tax rate jurisdictions. During Q4 04,
on the basis of an actuarial report, we reflected additional income in our
regulated insurance subsidiary. A portion of that income of the subsidiary is
subject to tax at lower rates, contributing 1.2% to the reduction of our
consolidated tax rate.

                                  (BAR CHART)

QUARTERLY OPERATING RESULTS

The following is a summary of our quarterly operating results for the last two
fiscal years.

                           QUARTERLY OPERATING RESULTS
               (in millions of dollars, except per share amounts)

<TABLE>
<CAPTION>
                                        2004                                       2003
                      ----------------------------------------------------------------------------------
                      Dec 31     Sep 30     Jun 30    Mar 31     Dec 31     Sep 30     Jun 30     Mar 31
                      ------     ------     ------    ------     ------     ------     ------     ------
<S>                   <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>
Gross revenue         127.0      139.8      136.8      117.3      111.6      120.8      119.1      108.4

Net income              9.6        8.5        6.4        5.7        6.3        7.3        6.5        5.0

EPS - basic            0.52       0.46       0.35       0.31       0.35       0.40       0.35       0.27

EPS - diluted          0.50       0.44       0.33       0.30       0.33       0.38       0.34       0.26
</TABLE>

The quarterly earnings per share on a basic and diluted basis are not additive
and may not equal the annual earnings per share reported. This is due to the
effect of shares issued or repurchased during the year on the weighted average
number of shares. Diluted earnings per share on a quarterly and annual basis are
also affected by the change in the market price of our shares since we do not
include in dilution options whose exercise price is not in the money.

                                              Page 37 2004 Stantec Annual Report

<PAGE>

The comparability of our quarterly results is impacted by the following items:

(in thousands of dollars)

<TABLE>
<CAPTION>
                                                 Q4 04 VS.    Q3 04 VS.    Q2 04 VS.   Q1 04 VS.
                                                  Q4 03        Q3 03        Q2 03        Q1 03
                                                 --------     ---------    ---------   ---------
<S>                                              <C>          <C>          <C>         <C>
Increase (decrease) in gross revenue due to:

   Acquisitions completed in
      current and prior two years                 14,637       12,832       10,080       4,730
   Net internal growth                             3,418        7,547        9,399       9,667
   Impact of foreign exchange rates on
      revenue earned by foreign subsidiaries      (2,675)      (1,438)      (1,740)     (5,520)
                                                  ------       ------       ------      ------
Total increase in gross revenue                   15,380       18,941       17,739       8,877
                                                  ------       ------       ------      ------
</TABLE>

During Q4 04, our gross revenue increased $15.4 million, or 13.8%, to $127.0
million from $111.6 million in Q4 03. Approximately $14.6 million of this
increase resulted from the acquisitions completed in 2002, 2003, and 2004 and
net internal growth of $3.4 million, offset by the effect of a change in foreign
exchange rates of $2.6 million.

Our effective income tax rate for the full year 2004 was 32.4%. To the end of Q3
04, the effective tax rate was estimated at 35.0%. The year-to-date change is
reflected in the Q4 04 rate of 26.1%.

                                   (PICTURE)

                                   (PICTURE)

FINANCIAL CONDITION AND LIQUIDITY

Our cash flow from operating activities was $77.4 million in 2004, compared to
$16.9 million in 2003 and $36.1 million in 2002. The implementation of our new
enterprise management system in the fourth quarter of 2003 contributed to the
significant reduction in cash flows from operating activities for the year. The
reduction in our investment in costs and estimated earnings in excess of
billings and in accounts receivable from 119 to 101 days during

Page 38 2004 Stantec Annual Report

<PAGE>

                                   (PICTURE)

2004 was the primary reason for the increased cash flow in 2004. Maintaining and
slightly improving this level of investment will continue to provide adequate
funds to finance our working capital requirements.

During Q4 04, our gross revenue increased 13.8% to $127.0 million.

In 2004, $10.2 million in cash was used in investing activities, compared to
$33.5 million in 2003. A number of significant investing activities occurred
during 2004, including the sale of our Edmonton office building, the sale of our
interest in Goodfellow EFSOP(TM) technology, the completion of our largest
acquisition to date, and our investment in short-term investments related to
self-insured liabilities arising on the implementation of our regulated
insurance company. In 2003 our investment activities included investment in our
new enterprise management system, investment in construction costs associated
with an addition to our Edmonton office building, and investment in four
acquisitions. The net impact of these various investment activities was to
decrease the amount of cash used in 2004 from 2003 by $23.3 million. We used
$36.0 million in financing activities in 2004, compared to the use of $4.2
million in 2003. Additional funds received in 2004 on the exercise of share
options, as well as the net decrease in funds used to repurchase shares under
our Normal Course Issuer Bid, were offset by the use of funds to pay down our
bank indebtedness and long-term borrowings. This bank indebtedness had been
incurred in 2003 and early 2004 to finance the level of investment in accounts
receivable and in costs and estimated earnings in excess of billings that
resulted from the implementation of our new enterprise management system.
Improvement in the level of these investments, as well as proceeds received on
the sale of our Edmonton office building, provided the additional funds to repay
our long-term debt and bank indebtedness.

                                              Page 39 2004 Stantec Annual Report

<PAGE>

The following table summarizes the contractual obligations due on our long-term
debt, other liabilities, and operating lease commitments:

CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
(in thousands of dollars)                                    Payments Due by Period
                                     --------------------------------------------------------------------
                                      Total      < than 1 year  2 - 3 years   4 - 5 years   After 5 years
                                     -------     -------------  -----------   -----------   -------------
<S>                                  <C>         <C>            <C>           <C>           <C>
Long-term debt                        33,975        12,820        19,585         1,459            111

Other liabilities                     19,868         3,050         6,079         3,400          7,339

Operating lease commitments          207,666        29,509        50,301        34,211         93,645

Total contractual obligations        261,509        45,379        75,965        39,070        101,095
</TABLE>

During 2004, we renegotiated our credit facility with a major Canadian chartered
bank. Our new credit facility provides for an operating line of credit of $30
million. At December 31, 2004, none of this facility had been utilized ($8.3
million had been used at December 31, 2003). We also maintain a US$17 million
acquisition credit facility, which was unused at December 31, 2004, and a
four-year reducing US-dollar-denominated term facility, of which $24.0 million
was used at December 31, 2004 ($19.2 million had been used at December 31,
2003).

Our shareholders' equity increased $28.6 million to $189.1 million from $160.5
million in 2003. This increase resulted from net income of $30.2 million in
2004, the recognition of the fair value of share-based compensation of $0.7
million, and the issue of shares on the exercise of options of $3.5 million,
offset by the repurchase of shares pursuant to the Normal Course Issuer Bid of
$0.7 million during the year and the $5.1 million change in our cumulative
translation account arising on the translation of our US-based foreign
subsidiaries. The $5.1 million change is due to the continued strengthening of
the

Page 40 2004 Stantec Annual Report

<PAGE>

Canadian dollar -- from $0.77 to $0.83 -- in relation to the US dollar
during the year. Our Normal Course Issuer Bid was renewed in 2004 and allows us
to
repurchase up to 554,388 shares. We continue to believe that, from time to time,
the market price of our common shares does not fully reflect the value of our
business or future business prospects and that, at such times, outstanding
common shares are an attractive, appropriate, and desirable use of available
Company funds. In 2004 we purchased 29,300 common shares at an average price of
$24.57 per share for an aggregate price of $720,000. In 2003 we purchased 74,700
common shares at an average price of $18.63 per share for an aggregate price of
$1,392,000.

ACQUISITIONS

We completed four acquisitions in 2004 for total consideration of $20.3 million
and four acquisitions in 2003 for total consideration of $9.4 million.

In April 2004, we acquired the shares of The Sear-Brown Group, Inc.
headquartered in Rochester, New York, adding 400 employees and opening a new
geographic market in the US Northeast and a new practice area in the
bio/pharmaceuticals industry. This addition was followed in May by the
acquisition of GBR Architects Limited, an architecture, planning, interior
design, and facilities management consulting firm based in Winnipeg, Manitoba.
In October we completed the acquisition of Dunlop Architects Inc., one of the
top architecture firms in Toronto, Ontario, increasing our architecture and
interior design presence in the Greater Toronto Area, and in November 2004, we
acquired the assets and business of Shaflik

                                   (PICTURE)

Engineering Ltd., a firm based in Vancouver, British Columbia, that provides
services in our Buildings Engineering practice area.

FUTURE EXPECTATIONS

Our Company continues to operate in a highly diverse infrastructure and
facilities market within a North American economy that varies significantly from
region to region. The market is made up of many technical disciplines, clients,
and industries

                                              Page 41 2004 Stantec Annual Report

<PAGE>

                                   (PICTURE)

and engages both the private and public sectors. Over the next few years, we
expect the demand for services in this market to be driven by continued
population growth, government regulations, and the need to maintain and replace
an aging North American infrastructure. The market should also benefit from
continued outsourcing of technical services, especially in the public sector.
Its fortunes are at least partially tied to the performance of the economy, and
the overall market outlook offers increasing prospects for accelerating growth,
particularly in the non-residential sectors.

Much of the actual growth seen in 2004 and over the past several years has been
driven by residential construction; however, spending on public construction
appears to be rising, while private non-residential construction continues to
rebound from an extended downturn. Commercial and industrial owners will be
increasingly looking to raise capital spending as their respective earnings
prospects improve. In addition, a variety of public agencies have begun planning
for increased investment in infrastructure projects after several years of
below-trend spending. As predicted by many forecasters, the residential
construction market could flatten this year both in Canada and the US. However,
2005 will continue to be a high-performance year for housing, contributing to
ongoing strong performance in our Urban Land market segment. As well, we expect
strength in commercial construction markets, particularly industrial projects,
to support higher project activity.

Although much attention has been focused on delays in US government funding for
programs such as the Transportation Equity Act for the 21st Century, a recovery
in state tax revenues as incomes improve is likely to be a more significant
factor in driving spending on transportation, environmental, and other capital
projects in the US. Our Canadian market should also benefit from the promised
transfer of federal funding to the provinces for health care and to
municipalities for new infrastructure and the rehabilitation of existing
facilities.

Within this overall market outlook, our Company expects to continue to grow
through a combination of internal hiring and acquisitions. We target to

Page 42 2004 Stantec Annual Report

<PAGE>

We plan to support our targeted level of growth using a combination of cash flow
from operations and additional financing while maintaining a return on our
equity at or above 14% and a net income at or above 5% of net revenue.

achieve long-term average annual compound growth rates of 15 to 20%, although we
may not see growth in this range every year. We have chosen this target because
we believe that it is an attainable goal that allows us to enhance the depth of
our expertise, broaden our service provision, provide expanded opportunities for
our employees, and lever our information technology systems. Our ability to
continue to grow at this rate depends to a large extent on the availability of
acquisition opportunities. Since our industry is made up of 100,000, mostly
small firms, there are many acquisition candidates. At any one time, we are
engaged in discussions with up to 20 or more firms. Currently, the firms with
which we are in some stage of discussion have between 10 and 1,000 employees.

We plan to support our targeted level of growth using a combination of cash flow
from operations and additional financing while maintaining a return on our
equity at or above 14% and a net income at or above 5% of net revenue. Although
we believe that a normal debt to equity ratio at or below 0.5 to 1 is an
appropriate target for our Company, opportunities to conclude transactions may
make it necessary for us to increase the amount of debt we carry beyond that
limit. If the need to finance a larger acquisition arises, we will seek to raise
cash by issuing additional shares.

                                   (PICTURE)

Looking at the results of our current mix of project activity in the US and
Canada, we anticipate that our gross margin as a percentage of net revenue will
remain in the range of 53 to 55% for 2005 and that our administrative expenses
will remain in the range of 40 to 42% of net revenue. In addition, we expect our
effective tax rate for 2005 to be between 33 and 35%.

                                              Page 43 2004 Stantec Annual Report

<PAGE>

RISK
OPERATIONS

Like all professional services firms in the infrastructure and facilities
industry, we are exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

      -     The timing of the completion of projects

      -     The potential cancellation of client orders and projects

      -     Our ability to complete projects on schedule and within budget

      -     Our clients' satisfaction with the quality of our services

      -     Potential litigation through exposure to third-party claims

      -     Competition for new contracts, including pricing pressures

      -     Economic factors that impact the ability of clients to contract for
            our services

      -     The availability of qualified staff and personnel

                                    (PICTURE)

We mitigate operating risks through our business model.

      -     The quality of our clients and their credit risk

      -     Our ability to integrate acquired businesses

      -     Our ability to obtain the necessary licenses and permits to carry
            out our projects

      -     Risks associated with working in international locations.

We mitigate these operating risks through our business strategy and other
measures. As mentioned previously, our three-dimensional business model based on
geographic, practice area, and life cycle diversification reduces our dependency
on any particular industry or economic sector for our income. Stantec also
differentiates itself from competitors by entering into a diverse range of
contracts with a variety of fee amounts.

                                   (PICTURE)

Page 44 2004 Stantec Annual Report

<PAGE>

To address the risk of competition for qualified personnel, we offer a number of
employment incentives, including training programs, access to a plan that
provides the benefit of employee share ownership (for Canadian employees), and
opportunities for professional development and enhancement, along with
compensation plans that we believe to be innovative, flexible, and designed to
reward top performance. In 2004 we completed an extensive review of our benefits
programs for both our US and Canadian employees with the objectives of providing
more personal choice in coverage and emphasizing wellness and preventative care.
Our new plans are scheduled for implementation across the Company in the first
quarter of 2005.

We also maintain insurance coverage for our operations, including professional
liability insurance. In addition, we have a regulated captive insurance company
to insure and fund the payment of any professional liability self-insured
retention related to claims arising after August 1, 2003. We, or our clients,
also obtain project-specific insurance for designated projects from time to
time. And we invest resources in a Risk Management team dedicated to providing
Company-wide support and guidance on risk avoidance practices and procedures.
One of our practices is to carry out select client evaluations, including credit
risk appraisals, before entering into contract agreements to reduce the risk of
non-payment for our services.

In 2004 we created a Practice Enhancement team to champion continuous
improvement in project management and the sharing of best practices across the
Company, along with promoting the enhanced reliability and consistency of the
services we provide to clients. In addition, we expanded our Company-wide
project manager training program during the year. This program is aimed at skill
development in risk mitigation, project planning, quality control and assurance,
and financial administration, among other project management responsibilities.
We recognize that through improved project management across our operations we
will increase our ability to deliver projects on schedule and within budget.

As well, we believe that our experience and knowledge in conducting business
outside North America help us diminish the risks of undertaking international
projects. Among other issues, international work involves dealing with political
uncertainties, entering into contracts with foreign clients, and operating under
foreign legal systems.

                                   (PICTURE)

                                              Page 45 2004 Stantec Annual Report

<PAGE>

MARKET

We are also exposed to various market factors that can affect our performance.
Three such market risks include the availability of debt financing, the impact
of the rate of exchange between Canadian and US dollars, and the effect of
changes in interest rates.

As mentioned previously, our Company currently has a term loan and revolving
credit with one financial institution for which we continue to meet our required
borrowing ratios. However, we have no assurance that debt financing will
continue to be available from our current lender or another financial
institution on similar terms. As our need for debt financing increases, we will
seek financing from more than one financial institution.

                                   (PICTURE)

Because a significant portion of our Company's revenue and expenses is generated
or incurred in US dollars, we face the challenge of dealing with fluctuations in
exchange rates. To the extent that US-dollar revenues are greater than US-dollar
expenses in a strengthening US-dollar environment, we expect to see a positive
impact on our income from operations. Conversely, to the extent that US-dollar
revenues are greater than US-dollar expenses in a weakening US-dollar
environment, we expect to see a negative impact. This exchange rate risk
primarily reflects, on an annual basis, the impact of fluctuating exchange rates
on the net difference between total US-dollar professional revenues and
US-dollar expenses. Other exchange rate risk arises from the revenues and
expenses generated or incurred by our non-US-based foreign subsidiaries. Our
income from operations will be impacted by exchange rate fluctuations used in
translating these revenues and expenses. In addition, the impact of exchange
rates on the balance sheet accounts of our non-US-based foreign subsidiaries
will affect our operating results. We also continue to be exposed to exchange
rate risk for the US-dollar and other foreign currency-denominated balance sheet
items carried by our Canadian and International operations.

Finally, changes in interest rates present a risk to our performance. All of our
Company's bank facilities (i.e., operating loans and acquisition loan) carry a
floating rate of interest. We estimate that, based on our balances at December
31, 2004, a 1% change in interest rates would impact our earnings per share by
less than $0.01.

Page 46 2004 Stantec Annual Report
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.55
<SEQUENCE>57
<FILENAME>t17577exv99w55.txt
<DESCRIPTION>EX-99.55
<TEXT>
<PAGE>

                     ANNUAL AND SPECIAL MEETING MAY 10, 2005

                                    STANTEC

                                    TSX:STN

                      NOTICE OF ANNUAL AND SPECIAL MEETING
                                 OF SHAREHOLDERS
                                        &
                             MANAGEMENT INFORMATION
                                    CIRCULAR

                                 [LOGO STANTEC]

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
INVITATION TO SHAREHOLDERS                                                       4

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF STANTEC                              5

MANAGEMENT INFORMATION CIRCULAR

Solicitation of Proxies                                                          6

Registered Shareholders                                                          6

Registered Shareholders - Appointment and Revocation of Proxies                  6

Non-Registered (Beneficial) Shareholders                                         7

Voting of Shares Represented by Management Proxies                               7

PARTICULARS OF MATERS TO BE ACTED ON AT THE MEETING                              8

     Election of Directors                                                       8

     Appointment of Auditor                                                      8

     Amendment of the Employee Share Option Plan                                 8

     Amendment of Stantec's By-Laws                                             11

     Amendment of Stantec's Articles                                            11

     Other Business                                                             12

INFORMATION REGARDING STANTEC                                                   13

Interest of Certain Persons in Matters to be Acted Upon                         13

Voting Shares and Their Principal Holders                                       13

Normal Course Issuer Bid                                                        13

Statement of Corporate Governance Practices                                     13

     Mandate of the Board of Directors                                          14

     Committee of the Board                                                     14

            Audit Committee                                                     14

            Corporate Governance and Compensation Committee                     16

Election of Directors                                                           17

Compensation of Directors                                                       20

Executive Compensation                                                          21

     Summary Compensation Table                                                 21

     Option Grants During the Most Recently Completed Financial Year            22

     Aggregated Option Exercises During the Most Recently Completed
     Financial Year and Financial Year-End Option Values                        22

Executive Compensation Plan Information                                         23

Indebtedness of any Directors, Executive Officers and Senior Officers           23

Employment Contracts                                                            23
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                                                             <C>
     Anthony P. Franceschini                                                    23

     Donald W. Wilson                                                           24

     Raymond L. Alarie                                                          24

     Mark E. Jackson                                                            25

     W. Barry Lester                                                            25

Report of Executive Compensation                                                26

     Composition of Corporate Governance and Compensation Committee             26

     Compensation Philosophy                                                    26

     Compensation of the Chief Executive Officer                                27

Performance Graph                                                               28

Directors' and Officers' Liability Insurance                                    28

2005 Shareholder Proposals                                                      28

Additional Information                                                          29

Directors' Approval                                                             29

SCHEDULE "A" - TSX CORPORATE GOVERNANCE GUIDELINES                              30

SCHEDULE "B" - OPTION RESOLUTION                                                37

SCHEDULE "C" - BY-LAW RESOLUTION                                                38

SCHEDULE "D" - ARTICLE RESOLUTION                                               39
</TABLE>

                                       3
<PAGE>

STANTEC INC.
10160-112 street
Edmonton AB T5K 2L6
Tel: (780) 917-7000 Fax: (780) 917-7370

STANTEC.com

[LOGO STANTEC]

March 21, 2005

Dear Fellow Shareholder:

It gives me great pleasure to share with you the Stantec Inc. 2004 Annual Report
highlighting a year of record performance for our Company. In 2004 we
demonstrated that Stantec has the momentum to continue to succeed in a
challenging business environment. Our performance contributed to a 19.8%
increase in share price during the year.

I would also like to take this opportunity on behalf of the Board of Directors
to invite you to attend the annual meeting of shareholders of Stantec Inc.,
which will be held at 11:00 AM on Tuesday, May 10, 2005, at Stantec Centre in
Edmonton, 10160-112 Street, Edmonton, Alberta. Alternatively, you may choose to
attend the meeting through the Internet. The presentation will be broadcast live
and archived at stantec.com (under the Investor Relations section). During the
meeting, we will review the Company's 2004 operating and financial performance
and outline our strategy going forward.

Enclosed in this package you will find the Notice of Meeting, as well as a form
of proxy and the Management Information Circular. We would appreciate your
prompt return of the signed proxy in order to ensure that your vote is recorded
in due time.

Thank you for your continuing support.

Sincerely

/s/ TONY FRANCESCHINI
TONY FRANCESCHINI
President & CEO

<PAGE>

                                                                    STANTEC INC.

                                                    NOTICE OF ANNUAL AND SPECIAL
[LOGO STANTEC]                                           MEETING OF SHAREHOLDERS

Stantec Inc. ("Stantec") will hold its annual and special meeting of
shareholders (the "Meeting") at Stantec Centre, 10160 - 112 Street, Edmonton,
Alberta on Tuesday, May 10, 2005 at 11:00 a.m. (Mountain Daylight Time) to:

      1.    receive Stantec's financial statements for the financial year ended
            December 31, 2004, together with the auditor's report on those
            statements;

      2.    elect the directors of Stantec;

      3.    appoint an auditor and to authorize the directors to fix the
            auditor's remuneration;

      4.    to vote on an amendment of the Employee Share Option Plan (the
            "Option Resolution") setting the number of common shares reserved
            for issuance under that plan at a number equal to 10% of Stantec's
            issued and outstanding common shares;

      5.    to vote on an amendment of Stantec's by-laws (the "By-Law
            Resolution" ) relating to director residency and quorum at
            directors' meetings;

      6.    to vote on an amendment to Stantec's articles (the "Articles
            Resolution") relating to the appointment of directors in the period
            between annual shareholder meetings; and

      7.    to transact any other business properly brought before the Meeting.

The accompanying management information circular contains more information
regarding these matters. Stantec's 2004 audited financial statements are
included in the Stantec annual report which is being mailed with the circular.

The Board of Directors has fixed the close of business on March 21, 2005 as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting and only shareholders of record on such date are entitled to
vote on these matters at the Meeting.

                                              By Order of the Board of Directors

                                              /s/ JEFFREY S. LLOYD
Edmonton, Alberta                                 JEFFREY S. LLOYD
March 21, 2005                                         Secretary

      If you are not able to attend the Meeting in person, please exercise your
      right to vote by dating, signing and returning the enclosed form of proxy
      to CIBC Mellon Trust Company, 600 The Dome Tower, 333 - 7th Avenue SW,
      Calgary AB T2P 2Z1, so as to arrive no later than 5:00 PM (MDT) on May 6,
      2005 or, if the Meeting is adjourned, 5:00 PM (MDT) on the second business
      day before any adjournment.

                                        5
<PAGE>

                                                                    STANTEC INC.

                                                    NOTICE OF ANNUAL AND SPECIAL
[LOGO STANTEC]                                           MEETING OF SHAREHOLDERS

SOLICITATION OF PROXIES

This management information circular and the accompanying form of proxy are for
use at Stantec's annual and special shareholder meeting, and any adjournments or
postponements, for the purposes described in the accompanying notice of meeting.
The meeting is scheduled for 11:00 AM (Edmonton Time), Tuesday, May 10, 2005 at:

      Stantec Center
      10160 112 Street
      Edmonton AB T5K 2L6

STANTEC'S MANAGEMENT IS SOLICITING PROXIES WITH THIS CIRCULAR. Proxies will be
primarily solicited by mail, but Stantec employees may also solicit proxies via
telephone or in person. Stantec is bearing the costs associated with this
solicitation. Unless otherwise noted, the information in this circular is
current to March 21, 2005.

REGISTERED SHAREHOLDERS

You are a registered shareholder if your shares are held in certificate form in
your name. If you are a registered shareholder you can vote you shares:

      1.    in person at the meeting; or

      2.    by signing the enclosed form of proxy (see "REGISTERED SHAREHOLDERS
            - APPOINTMENT AND REVOCATION OF PROXIES" below).

If you are not a registered shareholder, in order to vote your shares, you must
follow the steps described below under the heading "NON-REGISTERED (BENEFICIAL)
SHAREHOLDERS"

REGISTERED SHAREHOLDERS - APPOINTMENT AND REVOCATION OF PROXIES

If you are a registered shareholder and you complete, date, sign and return the
enclosed proxy as described below, you give authority to the individuals named
in the proxy or an individual of your choosing, to attend, vote and act on your
behalf at the meeting.

The individuals named in the enclosed form of proxy are Stantec directors and/or
officers. YOU HAVE THE RIGHT TO APPOINT A PERSON OF YOUR CHOICE, WHO NEED NOT BE
A STANTEC SHAREHOLDER, TO REPRESENT YOU AND TO ATTEND AND ACT ON YOUR BEHALF AT
THE MEETING. IF YOU WISH TO APPOINT SOMEONE OTHER THAN INDIVIDUALS LISTED IN THE
ENCLOSED PROXY, PLEASE INSERT THE NAME OF THE PERSON YOU WISH TO APPOINT IN THE
SPACE PROVIDED FOR THAT PURPOSE.

To be valid, you must date and sign your proxy and it must be received by:

      CIBC Mellon Trust Company
      600 The Dome Tower, 333 - 7th Avenue SW
      Calgary, AB T2P 2Z1

before 5:00 PM (Edmonton Time) on May 6, 2005. If the meeting is adjourned or
postponed, the proxy must be signed and received by CIBC Mellon before 5:00 PM
(Edmonton Time) on the second business day before the adjourned meeting.

                                        6
<PAGE>

If, after you or your attorney (duly authorized in writing) have signed and
returned a proxy to CIBC Mellon Trust Company, you may revoke your proxy:

      (a)   by you or your attorney (duly authorized in writing) completing,
            dating and signing a new proxy or written statement with a date
            later than the previous proxy and delivering it to:

            (i)   CIBC Mellon Trust Company in the manner described above; or

            (ii)  to Stantec's registered office before the end of business on
                  the day before the meeting or any subsequent adjournment or
                  postponement, or

            (iii) the chairman of the meeting before the start of the meeting or
                  before any adjournment or postponement; or

      (b)   in any other manner permitted by law.

NON-REGISTERED (BENEFICIAL) SHAREHOLDERS

Only proxies deposited by registered shareholders can be recognized and acted
upon at the meeting. If your shares are held in the name of a nominee, such as a
bank, trust company, securities broker, trustee (including RRSP, RRIF or RESP
trustee) or other financial institution, you are considered a BENEFICIAL
SHAREHOLDER. In this event, your nominee, rather than you, appears on Stantec's
registered shareholder list.

Shares held by a nominee must be voted according to the beneficial shareholder's
instructions. Regulatory policy requires nominees to seek voting instructions
from beneficial shareholders in advance of shareholder meetings. IF YOU RECEIVE
A PROXY FROM YOUR NOMINEE, YOU CANNOT USE THAT PROXY TO VOTE YOUR SHARES
DIRECTLY AT THE MEETING.

If you are a beneficial shareholder, there are two ways that you can vote your
shares:

1.    by providing, well in advance of the meeting, voting instructions to your
      nominee who will have sent you either a request for voting instructions or
      a form of proxy for the number of shares you hold. You should carefully
      follow your nominee's procedures and return instructions to ensure that
      your shares are voted at the meeting; or

2.    by attending the meeting. However, Stantec does not have the names of
      non-registered shareholders. Therefore, if you want to attend the meeting
      in person, you must have your nominee appoint you as its proxyholder in
      respect of your shares. Only after having been appointed as a proxyholder
      will you be able vote your shares at the meeting. If you plan to vote in
      this manner, contact your nominee to determine what documents you need to
      complete to be appointed a proxyholder. You will also need to register
      with Stantec's transfer agent at the meeting.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

Unless you specify another individual, the enclosed form of proxy authorizes the
two named individuals, who represent Stantec management, to vote your shares at
the meeting according to your instructions. IN THE ABSENCE OF SPECIFIC
INSTRUCTIONS, THE MANAGEMENT REPRESENTATIVES WILL VOTE FOR THE ELECTION OF THE
DIRECTORS, THE APPOINTMENT OF AUDITOR, AND IN FAVOR OF THE THREE RESOLUTIONS
INDICATED IN THIS CIRCULAR (THE AMENDMENT OF STANTEC'S EMPLOYEE SHARE OPTION
PLAN, THE AMENDMENTS TO STANTEC'S BY-LAWS, AND THE AMENDMENT TO STANTEC'S
ARTICLES).

                                        7
<PAGE>

The form of proxy also authorizes management representatives to use their
discretion for other matters that properly come before the meeting. As of the
date of this circular, Stantec management does not know of any matters to come
before the meeting other than the matters listed in the notice of meeting.

PARTICULARS OF MATTERS TO BE ACTED ON AT THE MEETING

To the knowledge of Stantec's management, the only matters to be placed before
the meeting are the matters set forth in the Notice of Meeting and as further
described below.

1.    ELECTION OF DIRECTORS

Please see page 17 under the heading "ELECTION OF DIRECTORS".

2.    APPOINTMENT OF AUDITOR

It is proposed that Ernst & Young, Chartered Accountants be appointed as
Stantec's auditor for the 2005 fiscal year.

Unless you specify otherwise by proxy or by voting at the meeting, the
management representatives designated in the form of proxy intend to vote FOR
the reappointment of Ernst & Young, Chartered Accountants as Stantec's auditor
to hold office until the close of the next annual shareholders' meeting and to
authorize Stantec's directors to set Ernst & Young's remuneration for the year.
Ernst & Young has served as Stantec's auditor since December 11, 1993.

3.    AMENDMENT OF THE EMPLOYEE SHARE OPTION PLAN

At the meeting, shareholders will be asked to vote on a resolution approving an
amendment to Stantec's Employee Share Option Plan setting the number of shares
reserved for issuance as options pursuant to the plan at 1,892,718 which is
equal to10% of Stantec's current issued and outstanding common shares as at
March 21, 2005.

Please note that the figures referred to below and throughout this circular
relating to the plan account for the two for one stock split which occurred on
May 17, 2002.

BACKGROUND

Stantec's Employee Share Option Plan provides for the granting of options to
purchase common shares to directors, officers, employees, and consultants of
Stantec and its subsidiaries. The Board of Directors believes that issuing
options to key individuals is an effective means of aligning the interests of
these individuals with the interests of Stantec shareholders.

At the time of the last amendment to the plan in March of 2002, 1,754,938 shares
were reserved for issuance as options, which, together with certain individual
option agreements which existed at the time, totaled 1,814,938 common shares,
representing 10% of Stantec's issued and outstanding common shares at that time.

On February 24, 2005, the Board of Directors resolved to reset the number of
shares reserved for issuance as options. Subject to shareholder approval, the
Employee Share Option Plan has been amended to reserve 1,892,718 common shares,
being 10% of the current issued and

                                        8
<PAGE>

outstanding common shares as of the date of this circular. Stantec does not
issue any securities other than common shares.

TERMS OF THE PLAN

Each option granted has a maximum term of 10 years and is exercisable on terms
determined by the Board, including vesting and restrictions on sale or other
disposition of common shares acquired upon exercise of an option. The Board of
Directors establishes the exercise price for options when issued, which in all
cases cannot be less than:

      1.    the closing price of Stantec's common shares on the TSX on the
            trading day immediately preceding the date of the grant; or

      2.    such lesser permissible amount under applicable legislation or the
            rules and regulations of the TSX.

Any common shares subject to an option which is for whatever reason cancelled or
terminated without having been exercised, are again available for grant under
the plan.

The maximum number of common shares which may be reserved for issuance to
insiders under the plan is 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. In addition, the maximum number of common shares which may be
issued to insiders under the plan within a one year period is 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 is 5% of the common shares outstanding at the time of the issuance (on a
non-diluted basis), excluding common shares issued to the insider in question
under the plan or any other share compensation arrangement over the preceding
one year period. However, any entitlement to acquire common shares granted
pursuant to the plan or any other share compensation arrangement prior to the
optionholder becoming an insider shall be excluded for the purposes of the
limits set out above.

In addition, the maximum number of common shares which may be reserved for
issuance to any one person is 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 compensation or incentive mechanism.

Should the number of issued and outstanding Stantec common shares change due to
a stock dividend, split, consolidation, or other corporate change, the Board
would, with the approval of the TSX, make an appropriate adjustment to the terms
of previously issued options.

If an optionholder ceases to be eligible for the plan for any reason other than
death, each option held by that person ceases to be exercisable 30 days after
that person becomes ineligible and any option or portion of an option not vested
by the date of becoming ineligible cannot be exercised under any circumstances.
These provisions apply regardless of whether the person is dismissed with or
without cause.

Options are only assignable when an option holder dies and only by will or by
the laws of descent and distribution. Following death of an option holder, his
or her legal representative may exercise the options within six months after the
date of death, but only to the extent that the options were by their terms
exercisable on the date of death.

                                        9
<PAGE>

The Board of Directors 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. With the consent of affected optionholders, the Board of
Directors may amend or modify any outstanding option in any manner to the extent
that the Board would have the authority to initially grant such award,
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
exchange. The Board of Directors also has the authority to adopt, amend and
rescind administrative guidelines and other rules and regulations relating to
the plan.

SHARES RESERVED AND OPTIONS GRANTED

The following shows shares reserved and options granted, exercised and available
for grant:

<TABLE>
<CAPTION>
                                                                           Options
                                    Plan        Options      Options    Available for
                                   Maximum    Outstanding   Exercised    Future Grant
                                  ---------   -----------   ---------   -------------
<S>                               <C>         <C>           <C>         <C>
Balance as of March 21, 2005      1,754,938     1,012,833    697,365       44,740
(prior to proposed change)

Percentage of common shares          9.27%       5.35%        3.68%         0.24%
outstanding as of March 21,
2005 (prior to proposed change)
Balance as of March 21, 2005

(after proposed change, based     1,892,718     1,012,833       0          879,885
upon number of issued and
outstanding common shares as
of March 21, 2005)

Percentage of common shares         10.00%       5.35%          0%          4.65%
outstanding as of March 21,
2005 (after proposed change)
</TABLE>

RESOLUTION AND RECOMMENDATION

The Board of Directors recommends that shareholders vote FOR the proposed change
so that additional stock options are available as part of Stantec's compensation
structure to attract, retain and motivate key individuals.

The resolution attached as Schedule "B" to this circular confirms the amendment
to the number of common shares reserved for issuance pursuant to this plan to be
equal to 10% of Stantec's issued and outstanding common shares as of the date of
this circular. In order to be passed, this resolution requires the support of a
majority of the votes cast at the meeting, excluding votes attaching to the
common shares beneficially owned by Stantec insiders.

THE STANTEC MANAGEMENT REPRESENTATIVES INTEND TO VOTE FOR THIS RESOLUTION, OTHER
THAN IN RESPECT OF SHARE HELD BY SHAREHOLDERS WHO SPECIFY IN THEIR PROXIES THAT
THEIR SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.

4.    AMENDMENT OF STANTEC'S BY-LAWS

Prior to September 16, 2004, Stantec's by-laws required a majority of its
directors to be Canadian residents. The Board of Directors has resolved to amend
Stantec's by-law residency

                                       10
<PAGE>

requirement so that only 50% of Stantec's directors must be resident Canadians
and that should Stantec at any time have less than four directors, at least one
director must be a resident Canadian.

In conjunction with the change to director residency requirements, the directors
also resolved to amend the number of Canadian directors required to constitute
quorum at a directors' meeting. Previously, in order for quorum at a directors
meeting to be met (which is the number of directors present in order for
business to be conducted and voted upon) half of the directors present had to be
resident Canadians. The Board of Directors has resolved to amend the quorum
requirement so that only 25% of the directors at a meeting need be Canadian
residents.

The directors' resolution approving these amendments was effective on September
16, 2004 and copy of the proposed shareholder resolution is attached as Schedule
"C" to this circular.

These amendments comply with the residency and quorum requirements of the Canada
Business Corporations Act under which Stantec was incorporated. In addition, the
Board of Directors believes that the by-law amendment will give Stantec more
flexibility when choosing future directors.

These amendments to Stantec's by-laws are subject to shareholder approval. In
order to be passed, the By-law Resolution requires the support of a majority of
the votes cast at the meeting.

THE STANTEC MANAGEMENT REPRESENTATIVES INTEND TO VOTE FOR THIS RESOLUTION, OTHER
THAN IN RESPECT OF SHARES HELD BY SHAREHOLDERS WHO SPECIFY IN THEIR PROXIES THAT
THEIR SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.

5.    AMENDMENT OF STANTEC'S ARTICLES

From time to time, management and the Board of Directors may identify new areas
where additional expertise at the board level would benefit Stantec. As well,
from time to time, the Board may identify individuals who are desirable
candidates for director, generally or for their specific expertise.
Unfortunately these situations do not always occur in accordance with the
scheduling of annual shareholder meetings and, as a result, board candidates
cannot be appointed until the next annual shareholder meeting and sometimes, due
to timing conflicts, not at all.

If so authorized by the Articles of the corporation, the Canada Business
Corporations Act permits existing directors to appoint one or more additional
directors to serve until the next annual general meeting. However, the number of
directors appointed in this manner cannot at any time exceed 1/3 of the number
of directors who held office at the expiration of the last annual shareholder
meeting.

Stantec's current Articles do not provide for this flexibility. The Board of
Directors is proposing that Stantec's Articles be amended to permit the
appointment of additional directors between annual shareholder meetings in
accordance with the CBCA.

The directors' resolution approving this amendment was passed on February 24,
2005 and a copy of proposed shareholder resolution is attached as Schedule "D"
to this circular.

This amendment to Stantec's Articles is subject to shareholder approval. In
order to be passed, this special resolution requires the support of at least
two-thirds of the votes cast at the meeting in respect of the special
resolution.

                                       11
<PAGE>

THE STANTEC MANAGEMENT REPRESENTATIVES INTEND TO VOTE FOR THIS RESOLUTION, OTHER
THAN IN RESPECT OF SHARES HELD BY SHAREHOLDERS WHO SPECIFY IN THEIR PROXIES THAT
THEIR SHARES ARE TO BE VOTED AGAINST THE RESOLUTION.

6.    OTHER BUSINESS

Stantec does not know of any other matter that will come before the meeting
other than the matters disclosed in the notice of meeting.

                                       12
<PAGE>

                          INFORMATION REGARDING STANTEC

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To Stantec's knowledge, none of Stantec's directors or executive officers, or
any associate or affiliate of any such person, has any material interest, direct
or indirect, by way of securities or otherwise in any matter to be acted upon at
the meeting other than the election of directors or the appointment of auditor.

VOTING SHARES AND THEIR PRINCIPAL HOLDERS

As of the date of this circular, Stantec has 18,927,185 common shares issued and
outstanding. Each registered holder of common shares on the record date (March
21, 2005) will be entitled to one vote on all matters proposed to come before
the meeting for each common share held.

To the knowledge of Stantec's directors and officers, no person beneficially
owns, directly or indirectly, or controls or directs more than 10% of Stantec's
outstanding common shares.

NORMAL COURSE ISSUER BID

On May 27, 2004, Stantec announced its intention to make a normal course issuer
bid starting June 1, 2004 and expiring May 31, 2005. During this period, Stantec
may acquire up to 554,388 common shares, being approximately 3% of the issued
and outstanding common shares at the time of the issuer bid's announcement.

Stantec believes that, at certain times, the market price of its common shares
may not adequately reflect the value of its business and its future business
prospects. As a result, Stantec believes that its outstanding common shares may,
at such times, represent an attractive investment and an appropriate and
desirable use of its available funds. Stantec will purchase its common shares
for cancellation.

Purchases will be effected through the Toronto Stock Exchange's facilities, in
accordance with its by-laws, rules, and policies. Stantec will pay the market
price for any common shares it acquires.

You may contact Stantec at: 200 - 10160 - 112 Street, Edmonton AB T5K 2L6 to
obtain a copy of Stantec's Notice of Intention to Make a Normal Course Issuer
Bid that was filed with the Toronto Stock Exchange.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Stantec's Board of Directors believes in the importance of sound corporate
governance practices. Stantec's practices are described in Schedule "A" to this
circular.

The Toronto Stock Exchange requires that we compare our Corporate Governance
Practices to the "Guidelines for Improved Corporate Governance" contained in the
December 1994 Report of the TSX Committee on Corporate Governance in Canada. The
headings appearing in Schedule "A" address the principal matters relating to
corporate governance outlined in Section 474 of the TSX Company Manual.

In Schedule "A", the terms "unrelated director", "related director" and "outside
director" have the meanings given to them in the TSX Company Manual, namely:

                                       13
<PAGE>

- -     An "unrelated director" means a director who is independent of management
      and is free from any interest and any business or other relationship which
      could, or could reasonably be perceived to, materially interfere with the
      director's ability to act with a view to the best interests of the
      company, other than interests and relationships arising from shareholding.

- -     A "related director" means a director who is not an unrelated director or
      is a member of management.

- -     An "outside director" means a director who is not a member of management.

Canadian corporate governance practice standards continue to be reviewed and
modified. At present, the TSX Company Manual guidelines are the benchmark to
which we must adhere. A number of revisions to these guidelines have been
proposed and are being considered. Stantec continues to monitor and adapt as
corporate governance standards evolve.

MANDATE OF THE BOARD OF DIRECTORS

The Board's mandate is to supervise Stantec's management with a view to
Stantec's best interests. The Board fulfils its mandate by:

      -     ensuring that Stantec adopts a strategic planning process;

      -     reviewing and monitoring Stantec's principal business risks, as
            identified by management, and the system to manage such risks;

      -     ensuring that management provides for succession planning;

      -     ensuring that management maintains the integrity of Stantec's
            internal control and management information systems.

There were five Board meetings and one strategic planning session in 2004. The
Board has met once in 2005 and five additional meetings of the Board are
scheduled. The agenda for these scheduled Board meetings, and whether additional
meetings are necessary, will depend on the state of Stantec's affairs, including
any opportunities or problems facing Stantec.

It is Stantec's current practice to hold at least one Board meeting each year at
a location other than the head office. Management feels that Stantec benefits
from giving directors broad exposure to Stantec's business and operations. At
these meetings, directors are given the opportunity to meet with senior
management in different regions. Last year, Board meetings were held in
Edmonton, Phoenix, and Toronto.

COMMITTEES OF THE BOARD

In 2004, there were two committees of the Board: (1) the Audit Committee and (2)
the Corporate Governance and Compensation Committee.

AUDIT COMMITTEE

The Audit Committee members are all unrelated directors. The committee members
are E. John (Jack) Finn, William D. Grace, and Robert R. Mesel. During the
financial year ended December 31, 2004, Stephen D. Lister (an unrelated
director) was a member of this committee until his retirement on November 4,
2004, when Robert R. Mesel was appointed to fill that vacancy.

                                       14
<PAGE>

In summary, the committee monitors, evaluates, approves and makes
recommendations on matters affecting Stantec's external audit, financial
reporting and accounting control policies. The committee's Terms of Reference
include:

      -     reviewing and recommending for approval to the Board, the annual
            audited financial statements and other continuous disclosure
            documents, including:

            a)    the financial content of the annual report,

            b)    the annual management information circular and proxy
                  materials,

            c)    the annual information form, and

            d)    the management discussion and analysis section of the annual
                  report;

      -     reviewing and authorizing the release of the quarterly unaudited
            financial statements including management discussion and analysis,
            quarterly interim report to shareholders and quarterly press release
            of Stantec's earnings;

      -     reviewing and recommending for approval to the Board, all financial
            statements, financial reports, and the financial content of
            prospectuses, and any other reports requiring Board approval prior
            to being submitted to any regulatory authority;

      -     reviewing and assessing, in conjunction with management and the
            external auditor:

            a)    the appropriateness of Stantec's accounting policies and
                  financial reporting practices, and considering any available
                  alternatives;

            b)    any significant proposed changes in financial reporting and
                  accounting policies and practices to be adopted by Stantec;

            c)    any new or pending developments in accounting and reporting
                  standards that may affect or impact Stantec; and

            d)    the key estimates and judgments of management that may be
                  material to Stantec's financial reporting;

      -     assessing the performance of the external auditor and considering
            whether to recommend its annual appointment to the Board for
            ultimate recommendation to the shareholders;

      -     reviewing, approving and executing the annual engagement letter with
            the external auditor;

      -     approving the engagement of the external auditor for all non-audit
            services and the fees for such services, and considering whether any
            non-audit service compromises the independence of the external audit
            work;

      -     reviewing all fees paid to the external auditor for audit services
            and, if appropriate, recommending the fees for Board approval; and

      -     reviewing with the external auditor the results of the annual audit
            examination.

The Audit Committee met six times in 2004. In addition to formal meetings, the
members of the Audit Committee meet informally as required, either in person or
by telephone. The Chairman of the Audit Committee provides regular reports at
Stantec's Board meetings.

                                       15
<PAGE>

CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE

The Corporate Governance and Compensation Committee members are all unrelated
directors. The committee members are Neilson A. "Dutch" Bertholf, Jr., Robert J.
Bradshaw, William D. Grace and Susan E. Hartman. During the financial year ended
December 31, 2004, Robert E. Flynn (an unrelated director) was a member of this
committee until his retirement on November 4, 2004 when Susan E. Hartman was
appointed to the committee to fill that vacancy.

This committee makes recommendations to the Board on:

      Corporate Governance Matters

      -     developments in the area of corporate governance generally;

      -     composition and size of the Board;

      -     appropriate candidates for nomination to the Board;

      -     providing an orientation and education program for new directors;

      -     evaluating the performance of the Board, any committees, and
            individual directors;

      -     considering and approving any requests by an individual director to
            engage outside experts at Stantec's expense.

      Compensation Matters

      -     compensation policies reflecting the rationale for each element of
            executive pay, including the link between compensation and
            performance and the level of competitiveness of the total
            compensation package;

      -     administration of Stantec's Employee Share Option Plan;

      -     executive management compensation, including bonuses, stock options,
            pensions, and benefits;

      -     compensation for the Chief Executive Officer;

      -     senior management performance reviews;

      -     Stantec's succession plans for executive management positions.

The Corporate Governance and Compensation Committee met once in 2004. In
addition to formal meetings, the members of the Corporate Governance and
Compensation Committee meet informally as required, either in person or by
telephone. The Chairman of the Corporate Governance and Compensation Committee
provides regular reports at Stantec Board meetings.

                                       16
<PAGE>

ELECTION OF DIRECTORS

Eight directors will be elected at the Meeting. The management representatives
named in the form of proxy intend to vote for the nominees listed below. All of
the listed nominees are currently directors. Stantec management believes that
each of the listed nominees will be able to serve as a director. If for any
reason before the meeting, a nominee is unable to serve as a director, the
persons named in the form of proxy have the discretion to vote for another
nominee at the meeting. Each elected director will hold office until the next
annual general meeting or until a successor is duly elected or appointed.

The members of Stantec's Audit Committee and Corporate Governance and
Compensation Committee are indicated below. The following biographies also
indicate the number of Stantec common shares currently beneficially owned,
directly or indirectly, or controlled or directed by the nominees.

RONALD P. TRIFFO - CHAIRMAN OF THE BOARD, STANTEC INC.

Edmonton, AB - Canada

[RONALD P. TRIFFO PHOTO]

Ronald P. Triffo has been associated with Stantec since 1977 and was appointed
President in 1983. In 1988, he was appointed Chairman of the Board. Ron is
currently the Director of TELUS Corporation and Chairman and Director of ATB
Financial. Ron is the private sector Co-Chair of the Alberta Economic
Development Authority and serves on the Board of the Alberta Ingenuity Fund,
Alberta's Promise, the Advisory Council of the Faculty of Medicine and Dentistry
at the University of Alberta, and the Board of Governors of Junior Achievement
of Northern Alberta.

<TABLE>
<CAPTION>
DIRECTOR SINCE    COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS   2004 ATTENDANCE
<S>               <C>             <C>       <C>                    <C>               <C>
August 12, 1985      427,092      160,000       Not eligible       Board Meetings    6 of 6
</TABLE>

ANTHONY (TONY) P. FRANCESCHINI - PRESIDENT & CEO, STANTEC INC.

Edmonton, AB - Canada

[ANTHONY P. FRANCESCHINI PHOTO]

Anthony P. Franceschini has been with Stantec since 1978, where he has provided
consulting services, management, and leadership becoming CEO in 1998. Tony has
served as a director of Stantec Inc. since the Company became publicly traded in
March 1994 (TSX:STN). He also serves as a director of Esterline Technologies
Corporation, a leading manufacturer in the aerospace/defence markets and is a
director of privately held CCI Thermal Technologies Inc., an Edmonton-based
manufacturer of industrial heating products and custom-engineered process
heating equipment.

<TABLE>
<CAPTION>
 DIRECTOR SINCE    COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS   2004 ATTENDANCE
<S>                <C>             <C>       <C>                    <C>               <C>
February 3, 1994      211,396      202,000       Not eligible       Board Meetings    6of 6
</TABLE>

                                       17
<PAGE>

NEILSON A. "DUTCH" BERTHOLF JR. - CORPORATE DIRECTOR

Phoenix, AZ - USA

[NEILSON A. "DUTCH" BERTHOLF JR. PHOTO]

Neilson A. "Dutch" Bertholf Jr. is a member Stantec Inc.'s Board of Directors
and serves on the Corporate Governance and Compensation Committee. He is retired
from a 40-year career in aviation. Mr. Bertholf Jr. is a lifetime board member
of the Arizona Sports Foundation Inc (Fiesta Bowl) and is a member on the
executive committee and a vice president of the Grand Canyon Council, Boy Scouts
of America. He is also a member of the Board of Directors for the Airline
Training Center, Arizona, a Division of Lufthansa Flight Training, Lufthansa
Airlines, Germany.

<TABLE>
<CAPTION>
DIRECTOR SINCE   COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS     2004 ATTENDANCE
<S>              <C>             <C>       <C>                    <C>                    <C>
December 16,     900             9,100     2,800                  Board Meetings         6 of 6
1998                                                              Corporate Governance
                                                                  & Compensation         1 of 1
</TABLE>

ROBERT J. BRADSHAW - CHAIRMAN, CONTOR INDUSTRIES LIMITED

Toronto, ON - Canada

[ROBERT J. BRADSHAW PHOTO]

Robert J. Bradshaw is a professional engineer with a diverse background in the
manufacturing, oil, consulting engineering, and nuclear industry, as well as in
power generation and government service. Mr. Bradshaw is currently chairman of
Contor Industries Limited, which acquires mature manufacturing companies
requiring significant turn-around activities. Contor companies and their
products range from nuclear and aerospace to hydro electric; gold mining; food
processing; aircraft leasing and waste disposal. Mr. Bradshaw acts as chairman
for Zircatec Precision Industries, Inc. and Bradcohill Inc. and is also a
director of Configuresoft, Inc.

<TABLE>
<CAPTION>
DIRECTOR SINCE   COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS     2004 ATTENDANCE
<S>              <C>             <C>       <C>                    <C>                    <C>
December 14,     55,000          0         2,800                  Board Meetings         6 of 6
1993                                                              Corporate Governance
                                                                  & Compensation         1 of 1
</TABLE>

E. JOHN (JACK) FINN - CORPORATE DIRECTOR

Madison, CI - USA

[E. JOHN (JACK) FINN PHOTO]

E. John (Jack) Finn joined the Stantec Board in 1995 and currently serves on the
Audit Committee. Jack is the retired Chairman of Dorr-Oliver, Inc. a process
engineering and equipment firm. An electrical engineering graduate of Carnegie
Mellon University, Jack's business experience has focused on operations and
general management. He held various executive positions with The Carborundum
Company, Kennecott Corporation and The Standard Oil Company. In addition to
Stantec, Jack is currently a director of Vodium of Washington, DC and Dairy
Delicious of New York, NY. Jack also is a Member of the National Association of
Corporate Directors.

<TABLE>
<CAPTION>
 DIRECTOR SINCE    COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS   2004 ATTENDANCE
<S>                <C>             <C>       <C>                    <C>               <C>
October 17, 1995   19,000          5,000     2,800                  Board Meetings    6 of 6
                                                                    Audit Committee   6 of 6
</TABLE>

                                       18
<PAGE>

WILLIAM D. GRACE - CORPORATE DIRECTOR

Edmonton, AB - Canada

[WILLIAM D. GRACE PHOTO]

Bill Grace is a graduate of the University of Alberta and a Fellow Chartered
Accountant (FCA). During his business career, he served as the chief financial
officer with several Alberta corporations including Chieftain Development Co.
Ltd., R. Angus (Alberta) Limited and Canadian Utilities Limited. From 1988 to
1994, he was a managing partner in the Edmonton office of Price Waterhouse. Bill
is the recipient of several awards including the Alberta Achievement Award by
the Province of Alberta, the Lifetime Achievement Award from the Alberta
Institute of Chartered Accountants and the University of Alberta Alumni Award of
Excellence. Bill currently holds a number of corporate directorships in addition
to Stantec, including the Forzani Group, Melcor Developments, Millar Western
Forest Products and several private companies. He is also the independent
chairman of the Edmonton Pipe Industry Pension and Health & Welfare Trust Funds,
a director of the Mutual Fund Dealers Association of Canada, and a public
Council member of the Association of Professional Engineers, Geologists and
Geophysicists of Alberta. Bill has been active over the past twenty-five years
in numerous community and professional activities.

<TABLE>
<CAPTION>
 DIRECTOR SINCE  COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS      2004 ATTENDANCE
<S>              <C>             <C>       <C>                    <C>                    <C>
April 29, 1994   10,000          8,000     2,800                  Board Meetings         6of 6
                                                                  Audit Committee        6of 6
                                                                  Corporate Governance
                                                                  & Compensation         1of 1
</TABLE>

SUSAN E. HARTMAN - PRESIDENT AND OWNER, THE HARTMAN GROUP

Rochester, NY - USA

[SUSAN E. HARTMAN PHOTO]

Susan E. Hartman holds a bachelor of science degree in chemistry and has diverse
experience in strategic planning, business management, mergers and acquisitions,
operations, and international business development. In 1993 she started her own
management consulting firm, the Hartman Group. Ms. Hartman continues as
president and owner of The Hartman Group, leading the company's consulting
services in the area of strategic and operational planning, overall business
assessment, process optimization, and project management. She currently serves
as a board member on QED Technologies and the SCORE Foundation.

<TABLE>
<CAPTION>
 DIRECTOR SINCE    COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS      2004 ATTENDANCE
<S>                <C>             <C>       <C>                    <C>                    <C>
November 4, 2004   0               0         800                    Board Meetings         0 of 0
                                                                    Corporate Governance
                                                                    & Compensation         0 of 0
</TABLE>

ROBERT R. MESEL - CORPORATE DIRECTOR

Kiawah Island, SC - USA

[ROBERT R. MESEL PHOTO]

Robert R. Mesel is an experienced business professional with expertise in
business development, administration, accounting, and finance. Prior to his
retirement in 1998, Mr. Mesel was a director and/or trustee for many prestigious
organizations, including the Financial Executive Institute (Northeast Ohio
Chapter), Ohio Council for Economic Education, Greater Cleveland Salvation Army,
and Canisius College. Mr. Mesel completed his bachelor of business
administration in accounting at Canisius College, his masters of business
administration at State University of New York, and the advanced management
program at Harvard Business School. He is also the past president of BP
Chemicals Inc. and Chase Brass & Copper Company.

<TABLE>
<CAPTION>
 DIRECTOR SINCE    COMMON SHARES   OPTIONS   DEFERRED SHARE UNITS   2004 ATTENDANCE
<S>                <C>             <C>       <C>                    <C>               <C>
November 4, 2004   2,500           0         800                    Board Meetings    0 of 0
                                                                    Audit Committee   1 of 1
</TABLE>

                                       19
<PAGE>

All the proposed nominees have been engaged for more than five years in their
present principal occupation or in other capacities with the company or
organization (or a predecessor thereof) in which they currently hold their
principal occupation.

COMPENSATION OF DIRECTORS

Mr. Triffo, the Chairman of the Board, receives $150,000 per year as a director
fee retainer pursuant to an agreement with Stantec. He is not paid any
additional amounts for attending Board committees, chairing Board meetings, or
attending meetings or events in support of the company. This agreement with Mr.
Triffo will end when he ceases to be the Chairman of the Board.

The President and CEO, Mr. Franceschini, is not compensated for acting as a
director.

The remaining six directors are paid according to Stantec's director
compensation program which is intended to:

      1.    encourage the directors to hold a continuing equity interest in
            Stantec;

      2.    align the interests of directors with the interests of shareholders;
            and

      3.    attract and retain qualified Canadian and U.S. directors.

The director compensation program includes deferred share units (DSUs) each of
which has the same value as one Stantec common share. However, DSUs carry no
voting rights and they cannot be transferred. DSUs cannot be exercised until
death or retirement of a director, upon which, the value of a director's DSUs
are paid in cash. Each DSU will be valued at the Stantec common share market
price on the last trading day of the month of the death or retirement of the
director. DSUs are granted on the last day of the previous quarter and once
granted, the number of DSUs will be adjusted even if the director dies or
retires in the quarter to which a grant of DSUs relates. The number of DSUs held
by directors and the number of DSUs to which directors are entitled will be
appropriately adjusted for any change in Stantec's outstanding common shares
that occurs by reason of any stock split, consolidation, or other corporate
change.

The directors, other than Mr. Triffo and Mr. Franceschini, receive:

      -     1,600 DSUs a year (400 per quarter);

      -     an additional $1,500 per quarter if they chair a Board committee;
            and

      -     $1,800 for every Board meeting or Board committee meeting they
            attend.

During Stantec's financial year ending December 31, 2004, Stantec paid its
directors, other than Mr. Franceschini, approximately $522,440. This figure
includes the Chairman's compensation of $150,000 and compensation paid to
outside directors as follows:

      -     chair and meeting fees $ 114,600

      -     DSUs (valued at date of issue) $ 257,840

                                       20
<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for Stantec's Chief Executive
Officer, Chief Financial Officer and the next three most highly compensated
executive officers.

<TABLE>
<CAPTION>
                                                                   LONG-TERM
                                                                 COMPENSATION
                                                                    AWARDS
    NAME AND PRINCIPAL                ANNUAL COMPENSATION         SECURITIES        ALL OTHER
         POSITION            YEAR     SALARY       BONUS(1)    UNDER OPTIONS(2)   COMPENSATION
- --------------------------   ----   -----------   ----------   ----------------   ------------
<S>                          <C>    <C>           <C>          <C>                <C>
A.P. FRANCESCHINI            2004   $   375,004   $  844,350          nil         $      9,000(3)
   President & CEO           2003   $   367,793   $  717,338        150,000       $     11,250(4)
                             2002   $   250,000   $  748,705          nil         $      6,500(3)

D.W. WILSON                  2004   $   224,030   $  250,000         5,000        $     69,439(5)
   Vice President & CFO      2003   $   196,165   $  195,000         6,500        $      5,500(3)
                             2002   $   183,787   $  116,212         7,000        $      5,176(3)

R.L. ALARIE                  2004   $   233,649   $  350,000         5,000        $      3,750(3)
   Executive Vice            2003   $   196,165   $  230,000         6,000        $      5,500(3)
   President                 2002   $   175,013   $  200,000         9,000        $    200,631(6)
   Stantec Consulting Ltd.

M.E. JACKSON                 2004   $   218,460   $  250,000         5,000        $      5,869(3)
   Senior Vice President     2003   $   176,542   $  205,000         8,000        $      5,100(3)
   Stantec Consulting Ltd.   2002   $   165,009   $  135,000         8,000        $      4,800(3)

W.B. LESTER                  2004   $   230,994   $  350,000         5,000        $      6,192(3)
   Executive Vice            2003   $   220,664   $  350,000         7,000        $      6,000(3)
   President                 2002   $   225,000   $  325,000        12,000        $      5,500(3)
   Stantec Consulting Ltd.
</TABLE>

(1)   Represents bonuses earned and calculated in respect of the indicated
      financial year.

(2)   Options for common shares of Stantec. See below for further information
      regarding option grants and exercises during the most recently completed
      financial year.

(3)   Represents a payment to the executive officer's registered retirement
      savings/employee share purchase plan.

(4)   Represents a payment to the executive officer's registered retirement
      savings/employee share purchase plan ($9,000) and a service award ($2,250)

(5)   Represents a payment to Mr. Wilson's registered retirement
      savings/employee share purchase plan ($5980) and a payout of vacation time
      that Mr. Wilson had accrued but not taken during his time at Stantec
      ($63,459).

(6)   Represents a payment to Mr. Alarie's registered retirement
      savings/employee share purchase plan ($5,176) and a performance payment
      arising in connection with the acquisition of PEL Group Inc. by Stantec
      Consulting Ltd. [a wholly owned subsidiary of Stantec] in 1997 ($195,455).

                                       21
<PAGE>

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

<TABLE>
<CAPTION>
                                                                 MARKET VALUE
                              % OF TOTAL                              OF
                               OPTIONS                            SECURITIES
                               GRANTED                            UNDERLYING
               SECURITIES    TO EMPLOYEES    EXERCISE OR BASE   OPTIONS ON THE
                 UNDER            IN         PRICE ($/COMMON    DATE OF GRANT
   NAME        OPTIONS(1)   FINANCIAL YEAR        SHARE)         ($/SECURITY)    EXPIRATION DATE
- ------------   ----------   --------------   ----------------   --------------   ---------------
<S>            <C>          <C>              <C>                <C>              <C>
A.P.              Nil            0.00%              N/A              N/A              N/A
Franceschini

D.W. Wilson      5000(2)         2.99%           $  24.50         $    24.50       December 14,
                                                                                       2011

R.L. Alarie      5000(2          2.99%           $  24.50         $    24.50       December 14,
                                                                                       2011

M.E. Jackson     5000(2)         2.99%           $  24.50         $    24.50       December 14,
                                                                                       2011

W.B. Lester      5000(2)         2.99%           $  24.50         $    24.50       December 14,
                                                                                       2011
</TABLE>

(1)   Options granted under Stantec's Employee Share Option Plan to purchase
      common shares of Stantec.

(2)   1,667 options are exercisable on December 14, 2005, 1,667 options are
      exercisable on December 14, 2006, and 1,666 options are exercisable on
      December 14, 2007

AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                    SECURITIES     AGGREGATE     UNEXERCISED OPTIONS AT        VALUE OF UNEXERCISED
                     ACQUIRED        VALUE         FINANCIAL YEAR END         IN-THE-MONEY OPTIONS
                    ON EXERCISE     REALIZED                (#)             AT FINANCIAL YEAR END(1)
       NAME             (#)           ($)       EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
- -----------------   -----------   -----------   -------------------------   -------------------------
<S>                 <C>           <C>           <C>                         <C>
A.P. Franceschini     240,000     $ 4,214,000        112,000 / 90,000         $1,732,060/ $210,300

D.W. Wilson             nil           nil            26,335 / 11,665            $493,258/ $61,582

R.L. Alarie            4,700      $    70,560         5000 / 12,000             $46,900/ $67,760

M.E. Jackson            nil           nil             8001 / 12,999             $78,516/ $71,064

W.B. Lester            39,000     $   690,200         2334 / 13,666             $12,790/ $83,390
</TABLE>

(1)   The closing price of Stantec's Common Shares on the Toronto Stock Exchange
      on December 31, 2004 was $26.48.

                                       22
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                         NUMBER OF SECURITIES
                                                                       REMAINING AVAILABLE FOR
                     NUMBER OF SECURITIES TO                         FUTURE ISSUANCE UNDER EQUITY
                         BE ISSUED UPON         WEIGHTED-AVERAGE          COMPENSATION PLANS
                           EXERCISE OF          EXERCISE PRICE OF       (EXCLUDING SECURITIES
  PLAN CATEGORY        OUTSTANDING OPTIONS     OUTSTANDING OPTIONS     REFLECTED IN COLUMN (A))
                               (A)                     (B)                       (C)
- ------------------   -----------------------   -------------------   ----------------------------
<S>                  <C>                       <C>                   <C>
EQUITY
COMPENSATION PLANS
APPROVED BY                 1,033,833               $   13.63                  44,740(1)
SECURITYHOLDERS
</TABLE>

(1)   This number is equal to the maximum number of Stantec options authorized
      to be issued under the Stantec Share Option Plan (1,754,938) less 676,365
      Stantec options which have been exercised over the life the Stantec Stock
      Option Plan less the 1,033,833 Stantec options outstanding as at December
      31, 2004.

INDEBTEDNESS OF ANY DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

Stantec's management is not aware of any:

(a)   indebtedness outstanding to Stantec or any of its subsidiaries by; or

(b)   guarantees, support agreements, letters of credit or other similar
      arrangements provided by Stantec to;

any of Stantec's directors, executive officers, employees or former directors,
executive officers or employees or of any of Stantec's subsidiaries, at any time
since the commencement of the last completed fiscal year.

EMPLOYMENT CONTRACTS

ANTHONY P. FRANCESCHINI

Stantec has an employment contract with Mr. Franceschini, effective January 1,
2003, which provides that Mr. Franceschini will remain Stantec's President and
CEO until December 31, 2008. The contract provides for:

1.    an annual base salary of $375,000,

2.    an annual bonus of 1.5% of Stantec's annual income before deductions for
      employee performance bonuses, executive bonuses and taxes, and

3.    options for Stantec Common Shares as follows:

<TABLE>
<CAPTION>
NUMBER OF OPTIONS   STRIKE PRICE   VESTING DATE      EXPIRY DATE
<S>                 <C>            <C>               <C>
30,000              $16.10         January 3, 2004   January 3, 2010
30,000              $18.85         January 3, 2005   January 3, 2011
30,000              $21.60         January 3, 2006   January 3, 2012
30,000              $24.35         January 3, 2007   January 3, 2013
30,000              $27.10         January 3, 2008   January 3, 2013
</TABLE>

If Mr. Franceschini is terminated without cause, he will receive a lump sum
payment of $750,000.

                                       23
<PAGE>

Mr. Franceschini will also receive a $750,000 lump sum payment if he terminates
his employment within six-months of Stantec undergoing a change of control. A
change of control, for this purpose, is defined as a situation where a person
acquires more than 50% of Stantec's Common Shares. A change of control also
occurs when the nominees of a person holding at least 30% of Stantec's Common
Shares are elected as directors and comprise a majority of the Board.

In all other cases Mr. Franceschini may end his employment after giving three
months' notice.

Mr. Franceschini's contract also restricts Mr. Franceschini from competing with
Stantec, soliciting Stantec employees, and soliciting Stantec clients for a
period of two years following termination of his employment.

DONALD W. WILSON

Stantec Consulting has an employment contract with Donald W. Wilson effective
October 31, 2001. The contract provides Mr. Wilson with a bi-weekly salary and a
discretionary annual bonus. Mr. Wilson's bi-weekly salary was set at $8,913.00
effective January 1, 2005.

If Stantec Consulting terminates Mr. Wilson without cause, it must make a
$200,000 lump sum payment to him. Mr. Wilson will also receive a $200,000 lump
sum payment if he were to end his employment within six-months of Stantec
undergoing a change in control. A change of control, for this purpose, would
occur where a person acquires more than 50% of Stantec's common shares or where
the nominees of a person holding at least 30% of Stantec's common shares are
elected as directors and comprise a majority of the Board of Directors. In all
other cases, Mr. Wilson may end his employment after giving Stantec Consulting
three months' notice.

Mr. Wilson's agreement restricts Mr. Wilson from competing with Stantec,
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.

RAYMOND L. ALARIE

Stantec Consulting also has an employment contract with Mr. Alarie effective
January 1, 2005. This contract provides Mr. Alarie with a bi-weekly salary and a
discretionary annual bonus. Mr. Alarie's bi-weekly salary was set at $9,308.25
effective January 1, 2005.

If Stantec Consulting terminates Mr. Alarie's employment without cause, it must
pay him his base salary earned to the termination date, a termination bonus, and
a one-year compensation payment.

The termination bonus that would be paid to Mr. Alarie would be equal to the
annual bonus earned by Mr. Alarie in respect of the previous fiscal year
pro-rated for that portion of the year which elapses from the end of the
previous fiscal year to the date of termination. If no bonus was paid to Mr.
Alarie in respect of the previous fiscal year, the termination bonus will be
based on the bonus paid, if any, to Mr. Alarie in respect of the fiscal year two
years prior to the year the termination occurs.

The one-year compensation payment is calculated as twenty-six (26) times Mr.
Alarie's biweekly salary at the time of termination plus an amount equal to the
bonus paid to Mr. Alarie in respect of the fiscal year prior to the year in
which termination occurs or, if no bonuses have been paid to Stantec's Canadian
employees generally in that year, an amount equal to the

                                       24
<PAGE>

bonus, if any, paid to Mr. Alarie in respect of the fiscal year two years prior
to the year in which termination occurs.

Mr. Alarie would also be paid his base salary earned to the termination date, a
termination bonus, and a one-year compensation payment if he were to end his
employment within six-months of Stantec undergoing a change in control. A change
of control, for this purpose, would occur where a person acquires more than 50%
of Stantec's common shares or where the nominees of a person holding at least
30% of Stantec's common shares are elected as directors and comprise a majority
of the Board of Directors. In all other cases, Mr. Alarie may end his employment
after giving Stantec Consulting three months' notice.

Mr. Alarie's contract also restricts Mr. Alarie from competing with Stantec,
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.

MARK E. JACKSON

Stantec Consulting has an employment contract with Mr. Jackson effective October
31, 2001. The contract provides Mr. Jackson with a bi-weekly salary and a
discretionary annual bonus. Mr. Jackson's bi-weekly salary was set at $8,715.00
effective January 1, 2005.

If Stantec Consulting terminates Mr. Jackson without cause, it must make a
$100,000 lump sum payment to him, pay him a bonus equal to 35% of his base
salary the previous year if no bonus has been paid that year, and pay him a
bonus of 35% of his base salary in the termination year pro rated for that
portion of the year which has elapsed to the date of termination. Mr. Jackson
would also receive a $100,000 lump sum payment and his bonuses should he end his
employment within six-months of Stantec undergoing a change in control.

A change of control, for this purpose, would occur where a person acquires more
than 50% of Stantec's common shares or where the nominees of a person holding at
least 30% of Stantec's common shares are elected as directors and comprise a
majority of the Board of Directors. In all other cases, Mr. Jackson may end his
employment after giving Stantec Consulting three months' notice.

Mr. Jackson's contract also restricts Mr. Jackson from competing with Stantec,
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.

W. BARRY LESTER

Stantec Consulting entered into an employment contract with W. Barry Lester
effective December 19, 2002. The contract provides Mr. Lester with a bi-weekly
salary and a discretionary annual bonus. Mr. Lester's bi-weekly salary was set
at $9,308.25 effective January 1, 2005.

If Stantec Consulting terminates Mr. Lester's employment without cause, Stantec
Consulting must pay him his base salary earned to the termination date, a
termination bonus, and a one-year compensation payment.

The termination bonus that would be paid to Mr. Lester would be equal to the
bonus earned by Mr. Lester in the previous fiscal year pro-rated for that
portion of the year which elapses from the end of the previous fiscal year to
the date of termination. If no bonus was paid to Mr. Lester

                                       25
<PAGE>

in the previous fiscal year, the termination bonus will be based on the bonus
paid, if any, to Mr. Lester in the fiscal year two years prior to the year the
termination occurs.

The one-year compensation payment is calculated as twenty-six (26) times Mr.
Lester's biweekly salary at the time of termination plus an amount equal to the
bonus paid to Mr. Lester in respect of the fiscal year prior to the year in
which termination occurs or, if no bonuses have been paid to Stantec's Canadian
employees generally in that year, an amount equal to the bonus, if any, paid to
Mr. Lester in respect of the fiscal year two years prior to the year in which
termination occurs.

Mr. Lester would also be paid his base salary earned to the termination date, a
termination bonus, and a one-year compensation payment if he were to end his
employment within six-months of Stantec undergoing a change in control. A change
of control, for this purpose, would occur where a person acquires more than 50%
of Stantec's common shares or where the nominees of a person holding at least
30% of Stantec's common shares are elected as directors and comprise a majority
of the Board of Directors. In all other cases, Mr. Lester may end his employment
after giving Stantec Consulting three months' notice.

Mr. Lester's contract also restricts Mr. Lester from competing with Stantec,
soliciting Stantec employees, and soliciting Stantec clients for a period of two
years following termination of his employment.

REPORT ON EXECUTIVE COMPENSATION

COMPOSITION OF CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE

As described above, the Corporate Governance and Compensation Committee is
currently comprised of Neilson A. "Dutch" Bertholf, Jr., Robert Bradshaw,
William D. Grace and Susan E. Hartman, none of which are officers of Stantec.
During the financial year ended December 31, 2004, Robert E. Flynn was a member
of this committee, however, upon his retirement on November 4, 2004, Susan E.
Hartman was appointed to this committee to fill that vacancy.

COMPENSATION PHILOSOPHY

Stantec's executive compensation program is designed to link executive
compensation to corporate performance. A successful program should ensure that
executives are motivated to achieve key corporate goals by appropriately
rewarding them for generating outstanding business results and contributing
exceptionally to Stantec's leadership and management. Stantec feels that its
compensation philosophy attracts, retains, and motivates top executives who will
contribute to Stantec's long-term success.

The base salary for each executive officer is determined by the position's
responsibility, the position's importance to Stantec, and industry standards.
Base salaries for executives other than the CEO are intended to provide a base
level of compensation at the low end of the range for comparable positions. The
amount of money available for executive bonuses is determined annually by the
Corporate Governance and Compensation Committee and depends on Stantec's annual
income before deductions for the CEO's bonus, employee performance bonuses,
executive bonuses, and taxes. Annual bonuses for executive officers are
discretionary and include a number of factors including individual performance
and corporate performance. There are no set weights for each factor and factor
weights may vary from year to year. In 2004, bonuses ranged from 111% to 225% of
base salary for the Named Executive Officers.

                                       26
<PAGE>

Stantec also has an Employee Share Option Plan to provide long-term incentive to
key employees, including executive officers. The Employee Share Option Plan is
intended to

      1.    align the interests of employees and shareholders;

      2.    contribute to the growth of shareholder value;

      3.    constantly improve operating results;

      4.    retain key employees; and

      5.    encourage key employees to become Stantec shareholders.

Key employees are granted options to purchase shares at the Board's discretion
with the advice of the Corporate Governance and Compensation Committee. In
making its decision to award share options, the Board considers the following
criteria:

      -     the employee's ability to contribute to Stantec's long-term success;

      -     the value of recognizing employees who may influence Stantec's
            future success;

      -     the amount and terms of any existing options which have been issued
            to that employee;

      -     the recommendation of the CEO; and

      -     such other factors as the Board feels are relevant with respect to
            any individual key employee.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Mr. Franceschini's compensation is determined according to his January 1, 2003
employment contract. (see "EMPLOYMENT CONTRACTS" above). Mr. Franceschini's
compensation is comprised of a base salary, an annual incentive bonus, and share
options.

Because there are limited direct comparables for the CEO position, Mr.
Franceschini's base salary was negotiated based on his overall experience,
responsibility, and performance. His annual incentive bonus is tied directly to
corporate performance. His share options, issued according to Stantec's Employee
Share Option Plan, are a long-term incentive tied directly to the creation of
shareholder value.

The Board believes that the overall CEO compensation package is appropriate as
it substantially incorporates short-term financial performance (annual incentive
bonuses) as well as long-term financial performance (share options).

During 2004, Mr. Franceschini's compensation was allocated as follows (based on
the terms of his employment agreement):

      Base Salary: 31%
      Annual Bonus: 69%

Submitted on behalf of the
Corporate Governance and Compensation Committee

Robert J. Bradshaw, Chair
Neilson A. "Dutch" Bertholf, Jr.
William D. Grace
Susan E. Hartman

                                       27
<PAGE>

PERFORMANCE GRAPH

The following graph compares the total shareholder return for $100 invested in
Stantec common shares on December 31, 1999 against the total return of the
S&P/TSX Composite Index over the same period.

                              (PERFORMANCE GRAPH)

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Stantec carries a directors' and officers' liability insurance policy with a
maximum coverage of $40,000,000 a year and a $500,000 per claim deductible.
Under this policy, Stantec is reimbursed for paying directors and officers as
required, permitted by law, or permitted by Stantec's by-laws when claims are
made against a director or officer for an alleged or actual wrong committed by
him/her during the course of his/her duties to Stantec. Coverage also applies,
with no deductible, to a director or officer where Stantec does not indemnify
them. There are certain exclusions, including bodily injury, property damage,
and for acts resulting in personal advantage to which the director or officer
was not legally entitled. Some exclusions are covered under other insurance
policies. The coverage is in effect from May 1, 2004 to May 1, 2005 and its
total premium is $171,000.

2005 SHAREHOLDER PROPOSALS

Shareholder proposals must be submitted no later than December 15, 2005 to be
considered for inclusion in next year's management proxy circular for the
purposes of the Stantec's 2006 annual shareholder meeting.

                                       28
<PAGE>

ADDITIONAL INFORMATION

Additional information relating to Stantec is available on SEDAR at
www.sedar.com.

Any person may request and receive the following from Stantec's Corporate
Secretary:

a)    one copy of Stantec's Annual Information Form and one copy of
      documentation containing information referenced by the Annual Information
      Form;

b)    one copy of Stantec's comparative financial statements for the most
      recently completed financial year, the accompanying auditor's report, and
      one copy of any of interim financial statements created after the latest
      annual financial statements;

c)    one copy of Stantec's most recent Management Proxy Circular in respect of
      the most recent annual shareholder meeting that involved the election of
      directors.

Stantec may require a non-shareholder to pay a reasonable charge for the
material requested.

Financial information about Stantec's financial year ended December 31, 2004 is
contained in Stantec's financial statements and MD&A, both of which can be found
in Stantec's Annual Report.

DIRECTORS' APPROVAL

Stantec's Board has approved the contents of this circular and the distribution
of the circular to Stantec shareholders.

/s/ JEFFERY S. LLOYD
JEFFERY S. LLOYD
Vice President and Secretary
March 21, 2005

                                       29
<PAGE>

                                  SCHEDULE "A"

                       TSX CORPORATE GOVERNANCE GUIDELINES

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>
1.    The board of directors of every corporation       The Board is responsible for Stantec's stewardship and
      should explicitly assume responsibility for       it oversees Stantec's conduct, direction, and results.
      the stewardship of the corporation and, as        It is required to act in Stantec's best interests. The
      part of the overall stewardship                   Board is also required to establish proper business
      responsibility, should assume responsibility      practices and appropriate ethical standards for Stantec.
      for the following matters:                        As part of this process, the board has adopted written
                                                        Corporate Governance Guidelines which specifically
                                                        provide for:

                                                        (a)  Adoption of a Corporate Strategic Planning Process;

                                                        (b)  Managing Risks and Protecting Shareholder Value;

                                                        (c)  Appointing, Developing and Monitoring Senior
                                                             Management;

                                                        (d)  Establishing a Communications Policy;

                                                        (e)  Internal Corporate Controls and Management
                                                             Information Systems.

a.    adoption of a strategic planning process;         The Board is actively involved in Stantec's strategic
                                                        planning process. One Board meeting a year is devoted to
                                                        a comprehensive and interactive planning session with
                                                        senior management. The entire Board participates in this
                                                        meeting. This meeting discusses business risks and
                                                        opportunities. As well, goals and strategies are
                                                        reviewed and prepared. The Board must approve the
                                                        strategic plan recommended by management before the plan
                                                        can be implemented. On a quarterly basis, at minimum,
                                                        the Board reviews management's performance in relation
                                                        to strategic and operational objectives. Management must
                                                        also obtain Board approval for any transaction that
                                                        significantly impacts the strategic plan.

b.    the identification of the principal risks of      The Board identifies Stantec's principal risks based on
      the corporation's business and ensuring the       its knowledge of the consulting industry, the
      implementation of appropriate systems to          competitive environment, general economic conditions and
      manage these risks;                               the information provided by management. For a detailed
                                                        list of Stantec's risks, see the MD&A section of the
                                                        annual report.

                                                        The Board and Audit Committee ensure that management
                                                        implements risk management systems. Every quarter, the
                                                        Board receives an integrated environment, health and
                                                        safety report. A Director of Risk Management has been
                                                        appointed to oversee
</TABLE>

                                       30
<PAGE>

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>
                                                        Stantec's risk management processes.

                                                        The Audit Committee regularly reviews financial risk
                                                        management activities and holds discussions with
                                                        Stantec's auditors.

c.    succession planning, including appointing,        The Corporate Governance and Compensation Committee
      training and monitoring senior management;        periodically reviews Stantec's organizational plan and
                                                        structure and, in particular, reviews the CEO succession
                                                        plan. Appropriate recommendations are made to the Board
                                                        for approval.

                                                        Succession planning is one of the written objectives of
                                                        the President and CEO. Senior management performance is
                                                        annually measured against their written objectives.

d.    a communications policy for the corporation;      The Board ensures that necessary structures are in place
      and                                               so that Stantec, its shareholders, other stakeholders,
                                                        and the public can effectively communicate.

                                                        Stantec has approved policies on material and
                                                        nonmaterial disclosure and media relations. These
                                                        policies are available on Stantec's intranet to all
                                                        staff.

                                                        All public financial information and annual audited
                                                        financial statements are reviewed and recommended to the
                                                        Board for approval, through the Audit Committee. The
                                                        quarterly financial statements are reviewed and released
                                                        by the audit committee. Publicly disclosed information
                                                        is reviewed and approved by the CEO and Stantec's
                                                        Director of Communications, and then released as
                                                        appropriate through news wire services, the general
                                                        media, shareholder mailings, and Stantec's website.

                                                        Individual queries, comments, and suggestions can be
                                                        made at any time by contacting Stantec's head office in
                                                        Edmonton, Alberta. Dedicated communications and investor
                                                        relations staff are available to respond to inquiries
                                                        from shareholders, media, and the public.
</TABLE>

                                       31
<PAGE>

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>
e.    the integrity of the corporation's internal       The Board ensures the integrity of internal control and
      control and management information systems.       management information systems through the work and
                                                        reporting of the Audit Committee.

                                                        The Audit Committee reviews how Stantec controls
                                                        corporate assets and information systems. It also
                                                        oversees the financial reporting according to Generally
                                                        Accepted Accounting Principles (GAAP) on an annual or
                                                        quarterly basis where appropriate or required.

2.    The board of directors of every corporation       The Board consists of 7 outside/unrelated directors and
      should be constituted with a majority of          Anthony P. Franceschini, Stantec's President and CEO,
      individuals who qualify as unrelated              who is an inside/related director. Stantec does not have
      directors. An unrelated director is a             a significant shareholder.
      director who is independent of management
      and is free from any interest and any
      business or other relationship which could,
      or could reasonably be perceived to,
      materially interfere with the director's
      ability to act with a view to the best
      interests of the corporation, other than
      interests and relationships arising from
      shareholding. A related director is a
      director who is not an unrelated director.
      If the corporation has a significant
      shareholder, in addition to a majority of
      unrelated directors, the board should
      include a number of directors who do not
      have interests in or relationships with
      either the corporation or the significant
      shareholder and which fairly reflects the
      investment in the corporation by
      shareholders other than the significant
      shareholder. A significant shareholder is a
      shareholder with the ability to exercise a
      majority of the votes for the election of
      the board of directors.

3.    The application of the definition of              The Board, through the Corporate Governance and
      "unrelated director" to the circumstances of      Compensation Committee, reviews and determines which
      each individual director should be the            directors are "unrelated" according to the TSX
      responsibility of the board which will be         guidelines. Anthony P. Franceschini is a related
      required to disclose on an annual basis           director due to his position as President and CEO. All
      whether the board has a majority of               other directors are unrelated. Additional information
      unrelated directors or, in the case of a          about directors may be found in the Election of
      corporation with a significant shareholder,       Directors section of this information circular.
      whether the board is constituted with the
      appropriate number of directors which are
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>

      not related to either the corporation or the
      significant shareholder. Management
      directors are related directors. The board
      will also be required to disclose on an
      annual basis the analysis of the application
      of the principles supporting this
      conclusion.

4.    The board of directors of every corporation       The Corporate Governance and Compensation Committee is
      should appoint a committee of directors           responsible for recommending new members for election to
      composed exclusively of outside, i.e., non-       the Board. This committee is composed entirely of
      management directors, a majority of whom are      outside and unrelated members.
      unrelated directors, with the responsibility
      for proposing to the full board new nominees      The Corporate Governance and Compensation Committee is
      to the board and for assessing directors on       responsible for annually assessing how the Board and
      an ongoing basis.                                 Board committees perform. The Committee assesses
                                                        appropriate director skills and characteristics based on
                                                        the Board's current makeup and Stantec's current
                                                        affairs. This assessment considers skills, judgment,
                                                        integrity, experience, profile, business prospects and
                                                        other appropriate factors in the context of the
                                                        perceived needs of Stantec and the Board at that time.

5.    Every board of directors should implement a       As required and annually at minimum, the Corporate
      process to be carried out by the nominating       Governance and Compensation Committee reviews and
      committee or other appropriate committee for      recommends to the Board the need for new committees, how
      assessing the effectiveness of the board as       committees should be composed, and who should chair
      a whole, the committees of the board and the      committees. The Committee is guided by the opinion that
      contribution of individual directors.             Board committees should generally be composed of
                                                        unrelated directors and that committee membership should
                                                        be rotated periodically. Every year, the Committee
                                                        surveys directors who provide feedback on the Board's
                                                        effectiveness as a whole and or individual Board
                                                        members. The Committee recommends changes based on these
                                                        survey results.

6.    Every corporation, as an integral element of      Stantec continually updates its directors' reference
      the process for appointing new directors,         manual. The directors can obtain current information by
      should provide an orientation and education       accessing Stantec's intranet including special secured
      program for new recruits to the board.            content. As well, during the year, senior managers
                                                        appear at Board meetings to make presentations about
                                                        particular aspects of Stantec's business.

                                                        At least one meeting a year is held at a location other
                                                        than Stantec's head office This gives the
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>
                                                        Board the opportunity to meet with local managers in
                                                        various areas where Stantec operates.

                                                        Two new board members were appointed in November 2004.
                                                        These new directors will undergo an orientation and
                                                        education program that details Stantec's business,
                                                        current issues, corporate strategies, and director
                                                        responsibilities.

7.    Every board of directors should examine its       The Board presently has eight members. The Board thinks
      size and, with a view to determining the          that this size is appropriate for its members to
      impact of the number upon effectiveness,          effectively and responsibly manage Stantec's business.
      undertake where appropriate, a program to         The Board recognizes that the demands on directors may
      reduce the number of directors to a number        evolve as Stantec develops. Stantec's geographic
      which facilitates more effective decision-        presence and the individual expertise of current members
      making.                                           is considered when the Board's size and composition is
                                                        reviewed annually.

8.    The board of directors should review the          The Corporate Governance and Compensation Committee
      adequacy and form of the compensation of          reviews and recommends to the Board how Board members
      directors and ensure the compensation             should be compensated. To do this, the Committee
      realistically reflects the responsibilities       analyzes time commitments, fees payable in similar
      and risk involved in being an effective           organizations, and the responsibility of directors.
      director.

9.    Committees of the board of directors should       All Board committees are composed entirely of unrelated
      generally be composed of outside directors,       directors. The Board has appointed two committees: the
      a majority of whom are unrelated directors,       Audit Committee and the Corporate Governance and
      although some board committees, such as the       Compensation Committee.
      executive committee, may include one or more
      inside directors.                                 For further information about the scope and membership
                                                        of each committee, please see pages 13-16 of this
                                                        information circular.

10.   Every board of directors should expressly         The Corporate Governance and Compensation Committee is
      assume responsibility for, or assign to a         responsible for corporate governance issues. The
      committee of directors the general                Committee is composed entirely of unrelated directors
      responsibility for, developing the                and it has a detailed written mandate approved by the
      corporation's approach to governance issues.      Board which specifies its responsibility for corporate
      This committee would, amongst other things,       governance issues.
      be responsible for the corporation's
      response to these governance guidelines.
</TABLE>

                        34
<PAGE>

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>
11.   The board of directors, together with the         The Board's Corporate Governance Guidelines, , specify
      CEO, should develop position descriptions         the Board's duties and responsibilities. The Guidelines
      for the board and the CEO, involving the          are updated annually, as appropriate.
      definition of the limits to management's
      responsibilities. In addition, the board          The CEO's mandate is to conduct Stantec's day-today
      should approve or develop the corporate           business and affairs and he is responsible for
      objectives which the CEO is responsible for       implementing the Board's strategies, goals, and
      meeting.                                          directions.

                                                        The CEO's written mandate is reviewed and approved by
                                                        the Board annually.

12.   Every board of directors should have in           The Corporate Governance and Compensation Committee is
      place appropriate structures and procedures       responsible for administering the Board's relationship
      to ensure that the board can function             with CEO and the rest of management, ensuring that the
      independently of management. An appropriate       Board is able to function independently of management.
      structure would be to (i) appoint a chair of      The Board holds an executive session without management
      the board who is not a member of management       presence at the end of each Board meeting. Standing
      with responsibility to ensure the board           items of the executive session's agenda are CEO
      discharges its responsibilities or (ii)           performance and succession planning.
      adopt alternative means such as assigning
      this responsibility to a committee of the         The Board's independence is further enabled by the
      board or to a director, sometimes referred        separation of the positions of Chairman and President &
      to as the "lead director". Appropriate            CEO. The Chairman of the Board is an outside, unrelated
      procedures may involve the board meeting on       director.
      a regular basis without management present
      or may involve expressly assigning the            Directors can retain external advisors with the
      responsibility for administering the board's      Corporate Governance and Compensation Committee's
      relationship to management to a committee of      approval.
      the board.

13.   The audit committee of every board of             The Audit Committee is comprised entirely of unrelated
      directors should be composed only of outside      directors. Its Terms of Reference are reviewed and
      directors. The roles and responsibilities of      approved by the Board annually.
      the audit committee should be specifically
      defined so as to provide appropriate              The Board believes all Audit Committee members are
      guidance to audit committee members as to         "financially literate" and have "accounting or related
      their duties. The audit committee should          financial experience" as defined by the TSX Guidelines.
      have direct communication channels with the
      internal and external auditors to discuss         According to its terms of reference, the Committee
      and review specific issues as appropriate.        monitors, evaluates, advises, approves, and makes
      The audit committee duties should include         recommendations on matters affecting Stantec's external
      oversight responsibility for management           audits, internal audits, risk management matters, and
      reporting on internal control. While it is        financial reporting and accounting control policies and
      management's responsibility to design and         practices.
      implement an effective system of internal
      control, it is the responsibility of the          The Audit Committee meets with the external
      audit committee to
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>
      TSX Corporate Governance Guidelines                                  Stantec Compliance
- --------------------------------------------------      --------------------------------------------------------
<S>                                                     <C>
         ensure that management has done so.            auditors at least twice a year without management. A
                                                        quality assessment discussion regarding Stantec's annual
                                                        and interim financial reporting and accounting
                                                        principles is held at least once a year.

                                                        The Committee is responsible for assessing the external
                                                        auditor's performance. The Committee also considers
                                                        whether to reappoint the external auditor and how to
                                                        compensate the external auditor. The Committees
                                                        recommendations are passed to the Board.

                                                        The Audit Committee must approve, before the fact, all
                                                        non-audit services performed by the external auditor.
                                                        The Committee considers how the non-audit work will
                                                        affect the external auditor's independence.

14.   The board of directors should implement a         Individual directors may engage outside advisers at any
      system which enables an individual director       time with the approval of the Corporate Governance and
      to engage an outside advisor at the expense       Compensation Committee.
      of the corporation in appropriate
      circumstances. The engagement of the outside
      advisor should be subject to the approval of
      an appropriate committee of the board.
</TABLE>

                                       36
<PAGE>

                                  SCHEDULE "B"

                                OPTION RESOLUTION

WHEREAS the Board of Directors has amended Stantec's Employment Share Option
Plan to set the number of Common Shares reserved for issuance pursuant thereto;

AND WHEREAS shareholder approval is required to confirm such amendments.

BE IT RESOLVED THAT:

1.    Stantec's Employee Share Option Plan (the "Plan") be amended to provide
      that the maximum number of Common Shares which may be reserved for
      issuance for all purposes under the Plan shall be equal to 1,892,718
      Common Shares, being 10% of the issued and outstanding Common Shares on
      March 21, 2005 (on a non-diluted basis) and further subject to the
      applicable rules and regulations of all regulatory authorities to which
      the Corporation is subject, including the Toronto Stock Exchange.

2.    any of Stantec's officers is hereby authorized to execute and deliver, for
      and on Stantec's behalf, all such documents and to do all such other acts
      and things as may be considered necessary or desirable to give effect to
      this resolution.

                                       37
<PAGE>

                                  SCHEDULE "C"

                                BY-LAW RESOLUTION

WHEREAS effective September 16, 2004, the board of directors amended Stantec
Inc.'s bylaws to change director residency requirements and change the quorum
requirements as described in the following resolution;

AND WHEREAS shareholder approval is required to confirm such amendments.

BE IT RESOLVED THAT:

1.    The amendment of By-law No. 1 of the Corporation

      (i)   deleting existing section 3.3 of the By-law in its entirety and by
            inserting the following text in replacement thereof:

            "3.3. Residency. - At least fifty (50%) percent of the directors of
            the Corporation shall be resident Canadians; provided that if the
            Corporation has less than four (4) directors, at least two (2)
            directors must be a resident Canadians."; and

      (ii)  deleting existing section 4.8 of the By-law in its entirety and by
            inserting the following text in replacement thereof:

            "4.8. Quorum. - Six directors or such greater or lesser number as
            the directors may from time to time determine shall constitute a
            quorum for the transaction of business at any meeting of directors.
            The Board shall not transact business at a meeting unless
            twenty-five (25%) percent of the directors present at such meeting
            are resident Canadians, unless

            (a)   a resident Canadian director who is unable to be present
                  approves in writing, or by telephonic, electronic or other
                  communication facility, the business transacted at the
                  meeting; and

            (b)   the required number of resident Canadian directors would have
                  been present had that director been present at the meeting."

is hereby confirmed with effect from September 16, 2004 and any director or
officer is directed to certify that confirmation by the amendment to By-law No.
1.

                                       38
<PAGE>

                                  SCHEDULE "D"

                               ARTICLE RESOLUTION

WHEREAS on February 24, 2005, the Board of Directors resolved to amend Stantec's
articles relating to the appointment of new directors in the period between
annual shareholder meetings;

AND WHEREAS shareholder approval is required to confirm such amendments.

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.    the following amendment to the Articles of the Corporation be and is
      hereby approved: Pursuant to section 173(1)(m) of the Canada Business
      Corporations Act, the Articles of the Corporation be amended by adding the
      following provision to the end of item 5 of the Articles:

      "Subject to the foregoing, the directors may, between annual general
      meetings of the shareholders, appoint one or more additional directors,
      who shall hold office for a term expiring not later than the close of the
      next annual general meeting of shareholders, but the total number of
      additional directors so appointed shall not at any time exceed one- third
      of the number of directors who held office at the conclusion of the last
      annual general meeting of shareholders."

2.    any director or officer of the Corporation alone is hereby authorized on
      behalf of the Corporation to execute articles of amendment containing the
      amendment as set out herein and to submit such articles of amendment to
      Industry Canada for filing.

                                       39
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.56
<SEQUENCE>58
<FILENAME>t17577exv99w56.txt
<DESCRIPTION>EX-99.56
<TEXT>
<PAGE>

                                                                    STANTEC INC.
[LOGO]

STANTEC                                             NOTICE OF ANNUAL AND SPECIAL
                                                         MEETING OF SHAREHOLDERS

Stantec Inc. ("Stantec") will hold its annual and special meeting of
shareholders (the "Meeting") at Stantec Centre, 10160 - 112 Street, Edmonton,
Alberta on Tuesday, May 10, 2005 at 11:00 a.m. (Mountain Daylight Time) to:

      1.    receive Stantec's financial statements for the financial year ended
            December 31, 2004, together with the auditor's report on those
            statements;

      2.    elect the directors of Stantec;

      3.    appoint an auditor and to authorize the directors to fix the
            auditor's remuneration;

      4.    to vote on an amendment of the Employee Share Option Plan (the
            "Option Resolution") setting the number of common shares reserved
            for issuance under that plan at a number equal to 10% of Stantec's
            issued and outstanding common shares;

      5.    to vote on an amendment of Stantec's by-laws (the "By-Law
            Resolution") relating to director residency and quorum at directors'
            meetings;

      6.    to vote on an amendment to Stantec's articles (the "Articles
            Resolution") relating to the appointment of directors in the period
            between annual shareholder meetings; and

      7.    to transact any other business properly brought before the Meeting.

The accompanying management information circular contains more information
regarding these matters. Stantec's 2004 audited financial statements are
included in the Stantec annual report which is being mailed with the circular.

The Board of Directors has fixed the close of business on March 21, 2005 as the
record date for the determination of shareholders entitled to notice of and to
vote at the meeting and only shareholders of record on such date are entitled to
vote on these matters at the Meeting.

                                              By Order of the Board of Directors

                                                            /s/ Jeffrey S. Lloyd

Edmonton, Alberta                                               JEFFREY S. LLOYD
March 21, 2005                                                         Secretary

      If you are not able to attend the Meeting in person, please exercise your
      right to vote by dating, signing and returning the enclosed form of proxy
      to CISC Mellon Trust Company, 600 The Dome Tower, 333 - 7th Avenue SW,
      Calgary AB T2P 2Z1, so as to arrive no later than 5:00 PM (MDT) on May 6,
      2005 or, if the Meeting is adjourned, 5:00 PM (MDT) on the second business
      day before any adjournment.

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.57
<SEQUENCE>59
<FILENAME>t17577exv99w57.txt
<DESCRIPTION>EX-99.57
<TEXT>
<PAGE>
                                  STANTEC INC.

         THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT FOR USE AT THE
           ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF STANTEC INC.
                           TO BE HELD ON MAY 10, 2005

By signing below, you, a Stantec Inc. ("Stantec") shareholder, are appointing
Anthony P. Franceschini, Stantec's President and CEO, or failing him, Jeffrey S.
Lloyd, Stantec's Secretary, or instead of either of them, (insert
name)_______________________________________________________________________(who
need not be a shareholder), as your proxy, with full power of substitution, to
attend, vote and act on your behalf at STANTEC'S ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 10, 2005, AND AT ANY CONTINUATION, ADJOURNMENT OR
POSTPONEMENT (THE "MEETING"), and the person(s) named above are authorized and
directed to vote as follows:

   1. The election of the following person as directors:

<TABLE>
<CAPTION>
                                         FOR     WITHOLD                        FOR     WITHOLD
<S>                                      <C>     <C>       <C>                  <C>     <C>
      Neilson A. "Dutch" Bertholf, Jr.   [ ]       [ ]     William D. Grace     [ ]       [ ]
      Robert J. Bradshaw                 [ ]       [ ]     Susan E. Hartman     [ ]       [ ]
      E. John (Jack) Finn                [ ]       [ ]     Robert R. Mesel      [ ]       [ ]
      Anthony P. Franceschini            [ ]       [ ]     Ronald P. Triffo     [ ]       [ ]
</TABLE>

   2. The reappointment of Ernst & Young, Chartered Accountants, as Stantec's
      auditor and authorizing the directors to fix the auditor's remuneration.

      [ ] FOR  [ ] WITHHOLD FROM VOTING

   3. The resolution confirming the amendment of Stantec's Employee Share Option
      Plan setting the number of Common Shares reserved for issuance under that
      plan at of 10% of Stantec's current issued and outstanding shares being
      1,892,718 Common Shares.

      [ ] FOR  [ ] AGAINST

   4. The amendment of Stantec's by-laws relating to director residency and
      quorum.

      [ ] FOR  [ ] AGAINST

   5. The amendment of Stantec's articles relating to appointing additional
      directors in between shareholder meetings.

      [ ] FOR  [ ] AGAINST

   6. Such other business as may properly come before the meeting.

This form, once completed, instructs your proxy to vote on each of the above
matters as directed and confers discretionary authority on your proxy to vote on
any amendment or variation to the above matters and any other matter that may
properly come before the Meeting. At the date of mailing, the management of
Stantec knows of no such amendment, variation or other matter.

<PAGE>

THIS PROXY IS SOLICITED ON BEHALF OF STANTEC'S MANAGEMENT. YOU HAVE THE RIGHT TO
APPOINT A PERSON OF YOUR CHOICE, WHO NEED NOT BE A SHAREHOLDER OF STANTEC TO
REPRESENT YOU AND TO ATTEND AND ACT ON YOUR BEHALF AT THE MEETING. SF YOU WISH
TO APPOINT SOMEONE OTHER THAN MANAGEMENT'S REPRESENTATIVES LISTED ABOVE, PLEASE
INSERT THE NAME OF THE OTHER PERSON YOU WISH TO APPOINT IN THE SPACE PROVIDED
ABOVE FOR THAT PURPOSE.

You hereby revoke any proxy previously given and ratify all that your proxy may
do.

DATED______________, 2005  _____________________________________________________
                           Signature of Shareholder or its Attorney authorized
                           in writing

                           _____________________________________________________
                           Name of Shareholder

   Instructions:

   1. This proxy must be dated and signed by the shareholder or his or her
      attorney duly authorized in writing. If shares are held jointly, each
      owner must sign.

   2. If the shareholder is a corporation, a duly authorized officer or attorney
      of the shareholder must execute this proxy, and, if the corporation has a
      corporate seal, its corporate seal must be affixed.

   3. If the shares are registered in the name of an executor, administrator or
      trustee, please sign exactly as the shares are registered. If the shares
      are registered in the name of the deceased or other shareholder, the
      shareholder's name must be printed in the space provided. The legal
      representative must sign the proxy with their name printed below their
      signature, and evidence of authority to sign on behalf of the shareholder
      must be attached to this proxy.

   4. To be valid, this proxy must be signed and deposited no later than 5:00 PM
      (MDT) on May 6, 2005 or, if the Meeting is adjourned, 5:00 PM (MDT) on the
      second business day before the any adjournment, with CIBC Mellon Trust
      Company, 600 The Dome Tower, 333 - 7th Avenue SW, Calgary AB T2P 2Z1.

   5. Please refer to the accompanying management information circular for
      further information regarding completion and use of this proxy and other
      information pertaining to the Meeting.

   6. If the proxy form is not dated in the space provided, it is deemed to be
      dated the date on which it was mailed to you. 7. IF YOU DO NOT SPECIFY HOW
      TO VOTE ON A MATTER, YOUR PROXY WIIL BE VOTED FOR THAT MATTER.

   QUARTERLY FINANCIAL STATEMENTS AND MD&A REQUEST

   If you wish to receive Stantec's interim financial statements along with
   related Management Discussion & Analysis, please check the box below. You
   will be required to complete this request on an annual basis. Checking the
   box below does not affect your receipt of the annual report and proxy
   materials.

   [ ] Please send me the above information by mail
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.58
<SEQUENCE>60
<FILENAME>t17577exv99w58.txt
<DESCRIPTION>EX-99.58
<TEXT>
<PAGE>

STANTEC INC.
10160-112 Street
Edmonton AB T5K 2L6
Tel: (780) 917-7000 Fax: (780) 917-7330
STANTEC.com

[LOGO]                                                                    [LOGO]
STANTEC

March 30, 2005
File: 199-99001

Autorite des marches financiers
800, square Victoria, 22e etage
C.P. 246, Tour de la Bourse
Montreal QC H4Z 1G3

REFERENCE: STANTEC INC. ("STN")
           ORDER GRANTED JUNE 13,1997
           DECISION NO 1416-OF1C-1997
           DOSSIER NO 11793

Pursuant to the Order and Section 114 of the Regulations to the Securities Act
(Quebec), the following transactions occurred within the STN Employee Share
Option Plan between December 31, 2003 and December 31, 2004: On December 31,
2003 there were stock options outstanding in respect of 1,479,100 Common Shares
and the number of common shares reserved for issuance as options was 1,629,174.
The 2004 transactions are as follows:

1.    On January 16, 2004, options to acquire 4,000 Common Shares @ $6.00/share
      were exercised.

2.    On January 20, 2004, options to acquire 6,000 Common Share @ $3.60/share
      were exercised.

3.    On March 3, 2004, options to acquire 60,000 Common Shares @ $5.50/share
      were exercised.

4.    On March 3, 2004, options to acquire 4,700 Common Shares @ $7.00/share
      were exercised.

5.    On March 4, 2004, options to acquire 10,000 Common Shares @ $3.60/share
      were exercised.

<PAGE>

STANTEC

March 30, 2005
Page 2 of 4

REFERENCE:  STANTEC Inc. ("STN")
            ORDER GRANTED JUNE 13,1997
            DECISION NO 1416-OFIC-1997
            DOSSIER NO 11793

6.    On March 4, 2004, options to acquire 45,000 Common Shares @$6.00/share
      were exercised.

7.    On March 12, 2004, options to acquire 10,000 Common Shares @ $3.60/share
      were exercised.

8.    On March 12, 2004, options to acquire 5,000 Common Shares @ $6.00/share
      were exercised.

9.    On March 16, 2004, options to acquire 2,000 Common Shares @ $5.50/share
      were exercised.

10.   On April 1, 2004, options to acquire 400 Common Shares @ $5.20/share were
      exercised.

11.   On April 1, 2004, options to acquire 834 Common Shares @ $14.50/share were
      exercised.

12.   On April 7, 2004, options to acquire 5,000 Common Shares @ $3.50/share
      were exercised.

13.   On April 13, 2004, options to acquire 2,500 Common Shares @ $3.50/share
      were exercised.

14.   On April 13, 2004, options to acquire 4,500 Common Shares @ $3.50/share
      were exercised.

15.   On April 13, 2004, options to acquire 3,500 Common Shares @ $6.00/share
      were exercised.

16.   On July 14, 2004 options to acquire 4,000 Common Shares @ $6.00/share were
      exercised.

17.   On July 30, 2004, options to acquire 6,000 Common Shares @ $3.375/share
      were exercised.

18.   On August 13, 2004, options to acquire 7,500 Common Shares @ $3.50/share
      were exercised.

19.   On August 13, 2004, options to acquire 8,500 Common Shares @ $3.60/share
      were exercised.

20.   On August 13, 2004, options to acquire 6,000 Common Shares @ $6.00/share
      were exercised.

21.   On October 15, 2004 options to acquire 334 Common Shares @ $14.50/share
      were exercised.

<PAGE>

STANTEC

March 30, 2005
Page 3 of 4

REFERENCE:  STANTEC INC. ("STN")
            ORDER   GRANTED  JUNE 13,1997
            DECISION NO 1416-OFIC-1997
            DOSSIER NO 11793

22.   On November 3, 2004, options to acquire 833 Common Shares @ $14.50/share
      were exercised.

23.   On November 18, 2004, options to acquire 30,000 Common Shares @
      $3.375/share were exercised.

24.   On December 3, 2004, options to acquire 40,000 Common Shares @ $6.00/share
      were exercised.

25.   On December 3, 2004, options to acquire 100,000 Common Shares @
      $7.00/share were exercised.

26.   On December 3, 2004, options to acquire 100,000 Common Shares @
      $7.50/share were exercised.

27.   On December 3, 2004, options to acquire 60,000 Common Shares @ $6.00/share
      were exercised.

28.   On December 17, 2004, options to acquire 7,500 Common Shares @ $3.50/share
      were exercised.

29.   On December 17, 2004, options to acquire 7,500 Common Shares @ $3.60/share
      were exercised.

30.   On December 17, 2004, options to acquire 8,000 Common Shares @ $6.00/share
      were exercised.

31.   On December 17, 2004, options to acquire 4,000 Common Shares @ $5.50/share
      were exercised.

32.   On December 17, 2004, options to acquire 4,000 Common Shares @ $7.00/share
      were exercised.

33.   On December 17, 2004, options to acquire 8,000 Common Shares @
      $14.50/share were exercised.

<PAGE>

STANTEC

March 30, 2005
Page 4 of 4

REFERENCE: STANTEC INC. ("STN")
           ORDER GRANTED JUNE 13,1997
           DECISION NO 1416-OFIC-1997
           DOSSIER NO 11793

As a result of these transactions, as at December 31, 2004 there were stock
options outstanding in respect of 1,071,333 Common Shares and the number of
common shares reserved for issuance as options was 1,116,073.

Sincerely,

STANTEC INC.

("Signed")

Jeffrey S. Lloyd
Vice President
Tel: (780) 917-7016
Fax:(780)917-7330
jlloyd@stantec.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.59
<SEQUENCE>61
<FILENAME>t17577exv99w59.txt
<DESCRIPTION>EX-99.59
<TEXT>
<PAGE>

[LOGO]   Industry Canada                Industrie Canada

CERTIFICATE                                             CERTIFICAT
OF AMENDMENT                                            DE MODIFICATION

CANADA BUSINESS                                         LOI CANADIENNE SUR
CORPORATIONS ACT                                        lES SOCIETES PAR ACTIONS

<TABLE>
<CAPTION>
STANTEC INC.                                                             301878-4
<S>                                                       <C>    <C>
__________________________                                      ______________________________________
Name of corporation-Denomination de la societe                  Corporation number-Numero de la societe

I hereby certify that the articles of the                       Je certifie que les statuts de la societe
above-named corporation were amended:                           susmentionnee ont ete modifies:

a) under section 13 of the Canada Business
   Corporations Act in accordance with the attached       [ ]      a) en vertu de 1'article 13 de la Loi canadienne
   notice;                                                            sur les societes par actions, conformement a lavis ci-joint;

b) under section 27 of the Canada Business
   Corporations Act as set out in the attached            [ ]      b) en vertu de 1'article 27 de la Loi canadienne sur les
   articles of amendment designating a series of shares;              societes par actions, tel qu'il est indique dans les
                                                                      clauses modificatrices ci-jointes designant une serie d'
                                                                      actions;

c) under section 179 of the Canada Business
   Corporations Act as set out in the attached            [ ]      c) en vertu de 1'article 179 de la Loi
   articles of amendment;                                             canadienne sur les societes par actions, tel qu'il est
                                                                      indique dans les clauses modificatrices ci-jointes;

d) under section 191 of the Canada Business               [ ]      d) en vertu de 1'article 191 de la Loi canadienne sur les
   Corporations Act as set out in the attached                        societes par actions, tel qu'il est indique dans les clauses
   articles of reorganization;                                        de reorganisation ci-jointes;
</TABLE>

                                                   MAY 17, 2002 / LE 17 MAI 2002
Director - Directeur                    Date of Amendment - Date de modification

[CANADA LOGO]

<PAGE>

[LOGO]

Industry Canada  Industric canada              FORM 4              FORMULE 4

C, Business      Lol canadienne sur      ARTICLES OF AMENDMENT     CLAUSES
                                                                 MODIFICATIONS

Corporations Act les soieted par actions (SECTION 27 OR 177)(ARTICLES 27 OU 177)

Name of the Corporation-Benomination sociaia de la societe

STANTECTNC.

2 -- Corporation No. - N' de la societe

     301878-4

1 -- The articles of the above-named corporation are amended as follows:

     Les statues de la IS SOCIETE mentionnee d-ctessus sont modlMs ds la facon
     suivante :

Pursuant to section 173(l)(h) of die Canada Business Corporations Am, the
Articles of the Corporation be amended by changing each of the Common Shares
currently issued and outstanding in the capital of the Corporation into two (2)
Common Shares.

Date May 3, 2002           Signature              4- Capacity of - En qualite de
                         /s/ Jeffrey B. Lioyd        Secretary

For Departmental Use
Only A usage du ministere   PRINTED NAME- NOM EN LECTRES MOUIEES
seulament                       Jeffrey S, Lloyd

DEPOSEE  MAY 6 2002

1C 3069 (2001/11)

<PAGE>

[LOGO]         Industry Canada             Industrie Canada

CERTIFICATE OF                                         CERTIFICAT
AMENDMENT                                              DE MODIFICATION

CANADA BUSINESS                                        LOI CANADIENNE SUR
CORPORATIONS ACT                                       LES SOCIALS PAR ACTIONS


<TABLE>
<CAPTION>
     STANTEC INC.                                                        301878-4
<S>                                                     <C>      <C>
_______________________________________________                  ___________________________________________
Name of corporation-Denomination de la societe                   Corporation number-Numero de la societe

I hereby certify that the articles of the above-                 Je certifie que les statuts de la societe
named corporation were amended                                   susmentionnee ont ete modifies :

(a) under section 13 of the Canada Business
Corporations Act in accordance with the attached        [ ]      a) en vertu de 1 article 13 de la Loi canadienne sur les
notice;                                                          societes par actions, conformement a lavis ci-joint;

(b) under section 27 of the Canada Business             [ ]      b) en vertu de 1'article 27 de la Loi canadienne sur
Corporations Act as set out in the attached articles             les societes par actions. tel qu'il est indique dans les clauses
of amendment designating a series of shares;                     modificatrices ci-jointes designant une serie

(c) under section 179 of the Canada Business            [ ]     c) en vertu de  1'article 179 de la Loi canadienne sur les
Corporations Act as set out in the attached articles             societes par actions, tel qu'il est indique dans les clauses
of amendment;                                                    modificatrices ci-jointes;

(d) under section 191 of the Canada Business            [ ]     d) en vertu de 1'article 191 de la Loi canadienne sur les societes
Corporations Act as set out in the attached articles            par actions, tel  qu'il est indique dans les clauses de
of reorganization.                                              reorganisation ci-jointes.
</TABLE>

                                             OCTOBER 28, 1998/LE 28 OCTOBRE 1998
                   DIRECTOR - DIRECTEUR DATE OF AMENDMENT - DATE DE MODIFICATION

[CANADA LOGO]

<PAGE>

[LOGO]

INDUSTRY CANADA  INDUSTRIC CANADA                  FORM 4            FORMULE 4
CANADA BUSINESS  LOL REGISSANT LES SOCIETED     ARTICLES OF          CLAUSES
CORPORATION      PAR ACTIONS DE REGIME           AMENDMENT         MODIFICATIONS
ACT              FEDERAL                  (SECTION 27 OR 177)(ARTICLES 27 OU 177

1 - Name of Corporation - Denomination de la socifete

2 - Corporation No - N" de la societe

STANLEY TECHNOLOGY GROUP INC.                                   301878-4

3 - The articles of the above-named corporation are amended as follows:

Les statuts de la societe ci-dessus sont modrfie de la facon suivante: Pursuant
to subsection 173(l)(a) of the Canada Business Corporations Act, the Articles of
the Corporation be amended by changing the name of the Corporation to "Stantec
Inc."

Date                      Signature                      Title - Titre
                        /s/ Jeffrey S. Lloyd
October 15. 1998            Jeffrey S. Lloyd                    SECRETARY

FOR DEPARTMENTAL USE ONLY - A L USAGE DU MINISTERE SEULEMENT FILED - DEPOSEE

<PAGE>

[LOGO]        Industry Canada      Industrie Canada

RESTATED CERTIFICATE                                 CERTIFICAT
OF INCORPORATION                                     DE CONSTITUTION A JOUR

CANADA BUSINESS                                      LOIJCANADIENNE SUR
CORPORATIONS ACT                                     LES SOCIETES PAR ACTIONS

<TABLE>
<CAPTION>
STANLEY TECHNOLOGY GROUP INC.                              301878-4
<S>                                                 <C>
______________________________________________      _________________________________________
Name of corporation-Denomination de la societe      Corporation number-Numero de la societe

I hereby certify that the articles of               Je certifie que les statuts
constitutifs de incorporation of the above-named    constututis de la societe
 corporation susmentionnee ont etc mis a were       susmentionee ont ete mis a jour
restated under section 180 of the Canada            jour en vertu de 1'article 180 de la Lot
Business Corporations Act as set out in the         cdnadienne sur les societes par actions,
attached restated articles of incorporation.        tel qu'il est indique dans les statuts mis
                                                    a jour ci-joints.
</TABLE>

/s/ [ILLEGIBLE]

                                                     JUNE 2, 1998/LE 2 JUIN 1998

Director - Directeur                            Effective Date of Restatement -
                                Date d'entree en vigueur de la mise a jour

[CANADA LOGO]
<PAGE>

<TABLE>
<S>     <C>                <C>                            <C>                     <C>
                                                                 FORM 7                FORMULE 7
[LOGO]  INDUSTRY CANADA    INDUSTRIE CANADA               RESTATED ARTICLES OF    STATUS CONSTITUTIFS
        CANADA   BUSINESS  LOI REGISSANT LES SOCIETES         INCORPORATION           MIS A JOUR
        CORPORATIONS ACT   PAR ACTIONS DE REGIME FEDERAL      (SECTION 180)          (ARTICLE 180)
</TABLE>

1 - Name of Corporation -                        Corporation No, - N(degree)
    Denomination de la societe                   de la societe

    STANLEY TECHNOLOGY GROUP INC.                301878-4

2 - The place in Canada where the registered     Lieu au Canada ou doit etre
    office is to be situated                     situe le siege social

                                EDMONTON, ALBERTA

3 - The classes and any maximum number of        Categories et tout nombre
    shares that the corporation is authorized    maximal d'actions que la
    to issue                                     societe est autorisee a emettre

      -     an unlimited number of Common Shares; and

      -     an unlimited number of Preferred Shares, issuable in series.

      3.1   COMMON SHARES

            The Common Shares shall have attached thereto the following rights,
            privileges, restrictions and conditions:

            3.1.1 Dividends

                  The holders of Common Shares shall be entitled to receive
                  dividends and the Corporation shall pay dividends thereon, as
                  and when declared by the board of directors of the Corporation
                  out of moneys properly applicable to the payment of dividends,
                  in such amount and in such form as the board of directors may
                  from time to time determine and all dividends which the
                  directors may declare on the Common Shares shall be declared
                  and paid in equal amounts per share on all Common Shares at
                  the time outstanding.

            3.1.2 Dissolution

                  In the event of the liquidation, dissolution or winding-up of
                  the Corporation or other distribution of property or assets of
                  the Corporation among its shareholders for the purpose of
                  winding-up its affairs, the holders of Common Shares shall be
                  entitled to receive the remaining property and assets of the
                  Corporation.

            3.1.3 Voting Rights

                  The holders of the Common Shares shall be entitled to receive
                  notice of and to attend all meetings of the shareholders of
                  the Corporation and shall have one vote for each Common Share
                  held at all meetings of the shareholders of the Corporation,
                  except for meetings at which only holders of another specified
                  class or series of shares of the Corporation are entitled to
                  vote separately as a class or series.

            3.1.4 Priority

                  3.1.4.1 The Common Shares shall rank junior to all other
                          classes of shares of the Corporation with respect to a
                          distribution of assets in the event of liquidation,
                          dissolution or winding-up.

                  3.1.4.2 The Common Shares shall rank junior to the Preferred
                          Shares with respect to entitlement to dividends.

                                                                     Page 1 of 4

<PAGE>

3.2   PREFERRED SHARES

      The Preferred Shares, as a class, shall be designated as Preferred Shares
      and shall have attached thereto the following rights, privileges,
      restrictions and conditions:

      3.2.1 Issuable in Series

            The Preferred Shares may at any time and from time to time be issued
            in one or more series, each series to consist of such number of
            shares as may, before the issue thereof, be fixed by the board of
            directors of the Corporation.

      3.2.2 Establishment of the Attributes of the Series

            The board of directors of the Corporation is authorized before the
            issue of any Preferred Shares of any series, to determine the
            designation, rights, privileges, restrictions and conditions to be
            attached to each such series of Preferred Shares, including, without
            limitation:

            (a)   the rate or rates, amount and method or methods of calculation
                  of any dividends, whether cumulative, non-cumulative or
                  partially cumulative, and whether such rate(s), amount or
                  method(s) of calculation shall be subject to change or
                  adjustment in the future, the currency or currencies of
                  payment, the date or dates and place or places of payment
                  thereof and the date or dates, if any, from which any such
                  dividends shall accrue;

            (b)   any rights of redemption or purchase or both and the
                  redemption or purchase prices and terms and conditions of any
                  such rights;

            (c)   any rights of retraction vested in the holders of Preferred
                  Shares of such series and the prices and terms and conditions
                  of any such rights and whether any other rights of retraction
                  may be vested in such holders in the future;

            (d)   any conversion or exchange rights;

            (e)   any rights to receive the remaining property of the
                  Corporation upon the dissolution, liquidation or wind-up of
                  the Corporation, whether voluntary or involuntary, or any
                  distribution of the assets or return of capital of the
                  Corporation among its shareholders for the purpose of
                  winding-up its affairs;

            (f)   any sinking fund or purchase fund;

            (g)   any voting rights; and

            (h)   other provisions, if any, to be attached to each series of
                  Preferred Shares,

            the whole subject to the issue by the Director appointed under the
            Canada Business Corporations Act, as amended from time to time, of a
            certificate of amendment in respect of articles of amendment in
            prescribed form to designate each series of Preferred Shares.

                                                                     Page 2 of 4
<PAGE>

      3.2.3 Ranking

            No rights, privileges, restrictions or conditions attached to a
            series of Preferred Shares shall confer upon the shares of such
            series a priority over shares of any other series of Preferred
            Shares with respect to the payment of dividends or the return of
            capital in the event of the liquidation, dissolution or winding-up
            of the Corporation, whether voluntary or involuntary, or any
            distribution of the assets or return of capital of the Corporation
            among its shareholders for the purpose of winding-up its affairs.
            The Preferred Shares shall rank senior to the Common Shares with
            respect to entitlement to dividends. The Preferred Shares shall rank
            senior to all other classes of shares with respect to a distribution
            of assets in the event of the liquidation, dissolution or winding-up
            of the Corporation, whether voluntary or involuntary, or any other
            distribution of the assets of the Corporation among its shareholders
            for the purpose of winding-up its affairs. If any amount of
            cumulative dividends, whether or not declared, or declared
            non-cumulative dividends or any amount payable on a return of
            capital in the event of the liquidation, dissolution or winding-up
            of the Corporation in respect of the shares of a series of Preferred
            Shares is not paid in full, the shares of such series shall
            participate rateably with the shares of ail other series of
            Preferred Shares in respect of all accumulated cumulative dividends,
            whether or not declared, and all declared non-cumulative dividends
            or all amounts payable on a return of capital in the event of the
            liquidation, dissolution or winding-up of the Corporation; provided,
            however, that in the event of there being insufficient assets to
            satisfy in full all such claims as aforesaid, the claims of the
            holders of the Preferred Shares with respect to repayment of capital
            shall first be paid and satisfied and any assets remaining
            thereafter shall be applied towards the payment and satisfaction of
            claims in respect of dividends. The Preferred Shares of any series
            mayalso be given such other preferences not inconsistent with this
            section 3.2.3 over any shares ranking junior to the Preferred Shares
            as may be determined by the terms of such series of Preferred
            Shares.

      3.2.4 Voting Rights

            Except as hereinafter referred to or as required by law or in
            accordance with any voting rights which may from time to time be
            attached to any series of Preferred Shares, the holders of the
            Preferred Shares as a class shall not be entitled as such to receive
            notice of, to attend or to vote at any meeting of the shareholders
            of the Corporation.

      3.2.5 Amendment with Approval of Holders of Preferred Shares

            The rights, privileges, restrictions and conditions attaching to the
            Preferred Shares as a class may be added to, changed or removed but
            only with the approval of the holders of Preferred Shares given as
            hereinafter specified in addition to any other approval required by
            the Canada Business Corporations Act or any other statutory
            provision of like or similar effect, from time to time in force.

      3.2.6 Approval of Holders of Preferred Shares

            The approval of the holders of Preferred Shares to add to, change or
            remove any right, privilege, restriction or condition attaching to
            the Preferred Shares as a class or of any other matter requiring the
            consent of the holders of the Preferred Shares as a class may be
            given in such manner as may then be required by law, subject to a
            minimum requirement that such approval be given by resolution signed
            by all holders of Preferred Shares or passed by the affirmative vote
            of at

                                                                     Page 3 of 4

<PAGE>

            least two-thirds of the votes cast at a meeting of the holders of
            the Preferred Shares duly called for that purpose. The formalities
            to be observed with respect to the giving of notice of any such
            meeting or any adjourned meeting and the conduct thereof shall be
            those from time to time prescribed by the by-laws of the Corporation
            with respect to meetings of shareholders and as required by the
            Canada Business Corporations Act, as amended from time to time. On
            every poll taken at every meeting of holders of Preferred Shares as
            a class, each hofder of Preferred Shares entitled to vote thereat
            shall have one vote in respect of each Preferred Share held.

4 - Restrictions, if any, on share transfers    Restrictions sur le transfert
                                                des actions, s'il y a lieu

                                       N/A

5 - Number (or minimum and maximum number) of   Nombre (ou nombre minimal et
    directors                                   maximal) d'administrateurs

    Minimum of three (3) and maximum of twenty (20).

6 - Restrictions, if any, on business the       Limites imposees a I'activite
    corporation may carry on                    commerciale de la societe,
                                                s'il y a lieu

                                       N/A

7 - Other provisions, if any                    Autres dispositions, s'il y a
                                                lieu
                                       N/A

The foregoing restated articles of              Cette mise a jour des status
incorporation correctly set out, without        constitutifs demontre
substantive change the corresponding            exactement, sans changement
provisions of the articles of incorporation     substantial, les dispositions
as amended and supersede the original           correspondants des status
articles of incorporation                       constitutifs modifies qui
                                                remplacent les status
                                                constitutifs originaus

Signature                 Date                  FOR DEPARTMENTMENTAL USE ONLY-
                                                A L'USAGE DU MINISTERE DEULEMENT

                 D-J     M      Y-A
                 14     05      98

Title-Titre                                     Filed - Deposee

      JEFFREY S. LLOYD, SECRETARY

                                  Page 4 of 4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.60
<SEQUENCE>62
<FILENAME>t17577exv99w60.txt
<DESCRIPTION>EX-99.60
<TEXT>
<PAGE>

STANTEC INC.

10160-112 Street
Edmonton AB T5K 2L6
Tel: (780) 917-7000 Fax: (780) 917-7330
STANTEC.com

[LOGO]

STANTEC

March 21, 2005

Dear Fellow Shareholder:

It gives me great pleasure to share with you the Stantec Inc. 2004 Annual Report
highlighting a year of record performance for our Company. In 2004 we
demonstrated that Stantec has the momentum to continue to succeed in a
challenging business environment. Our performance contributed to a 19.8%
increase in share price during the year.

I would also like to take this opportunity on behalf of the Board of Directors
to invite you to attend the annual meeting of shareholders of Stantec Inc.,
which will be held at 11:00 AM on Tuesday, May 10, 2005, at Stantec Centre in
Edmonton, 10160-112 Street, Edmonton, Alberta. Alternatively, you may choose to
attend the meeting through the Internet. The presentation will be broadcast live
and archived at stantec.com (under the Investor Relations section). During the
meeting, we will review the Company's 2004 operating and financial performance
and outline our strategy going forward.

Enclosed in this package you will find the Notice of Meeting, as well as a form
of proxy and the Management Information Circular. We would appreciate your
prompt return of the signed proxy in order to ensure that your vote is recorded
in due time. Thank you for your continuing support.

Sincerely,

/s/ Tony Franceschini

TONY FRANCESCHINI
President & CEO
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.61
<SEQUENCE>63
<FILENAME>t17577exv99w61.txt
<DESCRIPTION>EX-99.61
<TEXT>
<PAGE>

                                   [FMC LOGO]
                           FRASER MILNER CASGRAIN LLP

                                                 Dana Bissoondatt
                                                 Direct Line: (780) 423-7184
                                                 dana.bissoondatt@fmc-law.com

 March 31,2005

FILED BYSEDAR

The Alberta Securities Commission
The British Columbia Securities Commission
The Saskatchewan Securities Commission
The Manitoba Securities Commission
The Ontario Securities Commission
Autorite des marches finaciers
Securities Division - Newfoundland
The Office of the Administrator of Securities - New Brunswick
Nova Scotia Securities Commission
Registrar of Securities - Prince Edward Island
The Toronto Stock Exchange

Dear Sirs:

SUBJECT: STANTEC INC. ("STANTEC") - ANNUAL INFORMATION FORM

We confirm that we have filed the annual information form for Stantec under
SEDAR project number 00759149 as the annual information form referred to in
National Instrument 51-102.

On behalf of Stantec we confirm that Stantec is relying upon the above described
filing as its current annual information form for the purposes of National
Instrument 44-101. In addition, we note that the audited financial statements
for Stantec for the fiscal year ended December 31, 2004 are filed under SEDAR
project number 00758928.

If you have any questions or concerns, please do not hesitate to contact me.

Yours truly,

FRASER MILNER CASGRAIN LLP

[Signed by Dana Bissoondatt]

Per: Dana Bissoondatt
EDMDOCS|CCEBULIAK|881753-1

   2900 Manulife Place 10180-101 Street Edmonton AB Canada T5J 3V5 Telephone
    (780) 423-1700 Fax (780)423-7276 www.fmc-law.com Montreal Ottawa Toronto
                      Edmonton Calgary Vancouver New York

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.62
<SEQUENCE>64
<FILENAME>t17577exv99w62.txt
<DESCRIPTION>EX-99.62
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

April 1, 2005

<TABLE>
<S>                                                <C>
BC Securities Commission                           Alberta Securities Commission
Saskatchewan Securities Commission                 Manitoba Securities Commission
Ontario Securities Commission                      Quebec Securities Commission
The Office of the Administrator of Securities      Nova Scotia Securities Commission
    - New Brunswick
Registrar of Securities - Prince Edward Island     Securities Division - Newfoundland
The Toronto Stock Exchange
</TABLE>

Dear Sirs:

RE: STANTEC INC. ANNUAL AND SPECIAL MEETING
    CONFIRMATION OF MAILING

On March 31, 2005 the following items were sent by prepaid mail to all
registered shareholders of the above-mentioned Company:

1. Notice of Annual and Special Meeting / Management Information Circular
2. 2004Annual Report
3. Proxy (white)
4. Supplemental Return Card
5. Non-Postage Paid Return Envelope

However, we have not mailed material to Shareholders in cases where on three
consecutive occasions, notices or other documents have been returned undelivered
by the Post Office.

We are filing this disclosure document with you as Agent for the above-named
Company in compliance with the regulations made under the Securities Act.

Yours truly,

CIBC MELLON TRUST COMPANY

"Signed"

Carla McKinstry
Associate Manager
Client Services
403) 232 - 2406
carla_mckinstry@cibcmellon.com

cc: Stantec Inc.
    sbhasin@stantec.com

<PAGE>

April 1, 2005

<TABLE>
<S>                                                <C>
BC Securities Commission                           Alberta Securities Commission
Saskatchewan Securities Commission                 Manitoba Securities Commission
Ontario Securities Commission                      Quebec Securities Commission
The Office of the Administrator of Securities      Nova Scotia Securities Commission
  - New Brunswick
Registrar of Securities - Prince Edward Island     Securities Division - Newfoundland
The Toronto Stock Exchange
</TABLE>

Dear Sirs:

RE: STANTEC INC. ANNUAL & Special Meeting
    Confirmation of Mailing

On March 31, 2005, the following item was sent by prepaid mail to all ESP
Participants of the above-mentioned Company:

1. Notice of Annual and Special Meeting / Management Information Circular
2. 2004 Annual Report
3. Proxy (blue)
4. Supplemental Return Card
5. Non-Postage Paid Return Envelope

We are filing this disclosure document with you as Agent for the above-named
Company in compliance with the regulations made under the Securities Act.

Yours truly,

CIBC MELLON TRUST COMPANY

"Signed"

Carla McKinstry
Associate Manager
Client Services
(403) 232 - 2406
carla_mckinstry@cibcmellon.com

cc: Stantec Inc.
    sbhasin@stantec.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.66
<SEQUENCE>65
<FILENAME>t17577exv99w66.txt
<DESCRIPTION>EX-99.66
<TEXT>
<PAGE>

[STANTEC LOGO]

Contact Us

STANTEC CONTACTS             THE KEITH COMPANIES CONTACTS
Simon Stelfox                Aram Keith
Manager, Investor Relations  TKC Chairman &CEO
Ph: (780) 917-7288           Ph: (949) 923-6001
SSTELFOX@STANTEC.COM

Jay Averill                  Financial Relations Board
Media Relations              Tricia Ross
Ph: (780) 917-7441           Ph: (617) 520-7064
JAYEXILL@STANTEC.COM

- ---------------------------
(C) 2005 Stantec Inc. All Rights Reserved.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.70
<SEQUENCE>66
<FILENAME>t17577exv99w70.txt
<DESCRIPTION>EX-99.70
<TEXT>
<PAGE>

[STANTEC LOGO]

"OUR NEXT STEP"

On April 14, 2005 Stantec and The Keith Companies (TKC) reached an agreement
that will result in the combining of the two firms. The merger of Stantec and
TKC is the next step for both companies. We created this web site so that our
employees, shareholders, and clients will have a single source for all the
information they need about this next stage of growth for our two firms.

RECENT NEWS

      -     Conference Call for Analysts and Investors [ webcast | transcript ]

      -     North American design firms Stantec and The Keith Companies to
            combine
            Stantec to obtain US listing

With our announcement of the transaction between Stantec and the Keith
Companies, any communications by Keith that may be viewed by its shareholders
may be deemed by U.S. securities regulations to be a solicitation of proxies.
Accordingly, in order to comply with regulatory requirements and ensure that all
information relating to the transaction is fully disclosed to all interested
parties, Stantec and the Keith Companies will provide answers to questions in
their public filings and on this website. The guestion.a.nd_answei section of
this site will be updated regularly. If you would like to be notified when we
update the Q&A section of this site, please provide your email address to
KEITHCO@STANTE.COM.

- ---------------------------
(C) 2005 Stantec Inc. All Rights Reserved.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.71
<SEQUENCE>67
<FILENAME>t17577exv99w71.txt
<DESCRIPTION>EX-99.71
<TEXT>
<PAGE>

                                  STANTEC INC.

                             MATERIAL CHANGE REPORT

This report is filed under National Instrument 51-102.

1.    NAME AND ADDRESS OF COMPANY:

      Stantec Inc.
      10160-112th Street
      Edmonton, Alberta
      Canada T5K2L6

      The reporting issuer has its principal office in Edmonton, Alberta.

2.    DATE OF MATERIAL CHANGE:

      April 14, 2005.

3.    NEWS RELEASE:

      A news release was issued by Stantec on April 24, 1005 and disseminated
      through the facilities of a recognized newswire service.

4.    SUMMARY OF MATERIAL CHANGE:

      The Corporation and The Keith Companies, Inc. ("TKC") have entered into a
      merger agreement whereby the Corporation will acquire TKC through a merger
      of TKC into a wholly owned subsidiary of the Corporation. The boards of
      directors of the Corporation and TKC have approved the terms and
      conditions of the agreement. TKC shareholders will receive approximately
      US$22.00 per share in cash, common shares of the Corporation, or a
      combination of cash and common shares.

      It is a condition of the merger agreement, that the Corporation become a
      US SEC registrant, and that the Corporation's common shares be listed on a
      major US stock exchange. The Corporation has entered into a shareholder
      support agreement with TKC's Chairman and CEO, in which he agreed to vote
      his shares in favour of the merger.

      The transaction is subject to customary conditions, including approval by
      TKC's shareholders and expiration of the waiting period under the Hart
      Scott Rodino Act. The Corporation's shareholders will not be required to
      vote on the transaction. The transaction is expected to close in the third
      quarter of 2005.

5.    FULL DESCRIPTION OF MATERIAL CHANGE:

      On April 14, 2005, the board of directors of the Corporation approved the
      terms and conditions of a proposed merger agreement with TKC, whereby the

<PAGE>

      Corporation will acquire TKC through a merger of TKC into a wholly owned
      subsidiary of the Corporation. The directors further authorized senior
      officers of the Corporation to enter into the merger agreement, and other
      such agreements that may become necessary to carry out the proposed
      transaction.

      The board of directors of TKC also voted to approve the merger agreement.
      Both the Corporation and TKC entered into the agreement that same day.

      The agreement contemplates that each share of TKC common stock will be
      exchanged for:

      -     US$11.00 in cash;

      -     0.23 shares of the Corporation; and

      -     US$5.50 worth of shares of the Corporation, to be calculated by
            dividing US$5.50 by the simple average of the weighted average sales
            price of the Stantec common shares on the Toronto Stock Exchange
            ("TSX") for each of the 20 trading days ending on the second trading
            day prior to the closing of the merger, converted into US dollars
            for each trading day at the noon buying rate quoted by the Federal
            Reserve Bank of New York on such trading day.

      TKC shareholders can elect to receive their merger consideration in cash,
      common shares of the Corporation, or a combination of cash and shares, in
      each case subject to proration.

      The transaction is subject to customary conditions, including approval by
      TKC's shareholders and expiration of the waiting period under the Hart
      Scott Rodino Act. Shareholders of the Corporation will not be required to
      vote on the transaction. The transaction is expected to close in the third
      quarter of 2005.

      The directors of the Corporation also approved the terms and conditions of
      a shareholder support agreement with TKC's Chairman and Chief Executive
      Officer, Arman Keith. The Corporation and Mr. Keith entered into the
      support agreement, whereby Mr. Keith agreed to vote his TKC shares in
      support of the merger. The merger agreement contemplates that Mr. Keith
      will become a director of the Corporation following the completion of the
      transaction.

      In certain circumstances, TKC will pay the Corporation a break-up fee of
      US$3 million plus expenses, should TKC terminate the merger agreement.

      It is a condition of the merger agreement that the Corporation will become
      a US Securities and Exchange Commission (SEC) registrant, and that upon
      completion of the transaction, the Corporation's common shares be listed
      on both the TSX and a major US stock exchange to be determined.

6.    RELIANCE ON CONFIDENTIALITY PROVISIONS OF NATIONAL INSTRUMENT:

      Not applicable.

<PAGE>

7.    OMITTED INFORMATION:

      None.

8.    EXECUTIVE OFFICER:

      The following officer of the Corporation is knowledgeable about this
      material change report and may be contacted by the securities regulatory
      authorities:

               Jeffrey S. Lloyd
               Vice President & Secretary
               Stantec Inc.
               10160-112th Street
               Edmonton, Alberta
               T5K 2L6

9.    DATE OF REPORT:

      DATED at Edmonton, Alberta this 21st day of April, 2005.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.75
<SEQUENCE>68
<FILENAME>t17577exv99w75.txt
<DESCRIPTION>EX-99.75
<TEXT>
<PAGE>

                           EARLY WARNING REPORT UNDER
                    THE ALTERNATIVE MONTHLY REPORTING SYSTEM
                          OF NATIONAL INSTRUMENT 62-103

1.    NAME AND ADDRESS OF THE ELIGIBLE INSTITUTIONAL INVESTOR:

      Fidelity Management & Research Company ("FMR Co.")
      82 Devonshire Street
      Boston, MA, 02109

      FMR Co., and certain other relevant affiliates and associates are
      sometimes hereinafter collectively referred to as "Fidelity."

2.    NAME OF THE REPORTING ISSUER: Stantec Incorporated.

3.    PERIOD FOR WHICH THE REPORT IS FILED:

      Period ended April, 2005.

4.    NET INCREASE OR DECREASE IN THE NUMBER OR PRINCIPAL AMOUNT OF SECURITIES,
      AND IN THE ELIGIBLE INSTITUTIONAL INVESTOR'S SECURITY HOLDING PERCENTAGE
      IN THE CLASS OF SECURITIES, SINCE THE LAST REPORT FILED BY THE ELIGIBLE
      INSTITUTIONAL INVESTOR UNDER THE EARLY WARNING REQUIREMENTS:

      Since Fidelity's last report filed on July 17, 2002, Fidelity's holdings
      have decreased by 15,050 shares. This represents a net decrease of 0.50%
      of the shares held by Fidelity.

5.    DESIGNATION AND NUMBER OR PRINCIPAL AMOUNT OF SECURITIES AND THE ELIGIBLE
      INSTITUTIONAL INVESTOR'S SECURITY HOLDING PERCENTAGE IN THE CLASS OF
      SECURITIES AT THE END OF THE MONTH FOR WHICH THE REPORT IS MADE:

      Fidelity now holds 1,840,200 Common Shares representing approximately
      9.72% of the outstanding shares of that class.

6.    DESIGNATION AND NUMBER OR PRINCIPAL AMOUNT OF SECURITIES AND THE
      PERCENTAGE OF OUTSTANDING SECURITIES OF THE CLASS OF SECURITIES REFERRED
      TO ABOVE OVER WHICH:

      (I) THE ELIGIBLE INSTITUTIONAL INVESTOR, EITHER ALONE OR TOGETHER WITH ANY
      JOINT ACTORS, HAVE OWNERSHIP AND CONTROL:

      N/A.

<PAGE>

      (II) THE ELIGIBLE INSTITUTIONAL INVESTOR, EITHER ALONE OR TOGETHER WITH
      ANY JOINT ACTORS, HAVE OWNERSHIP BUT CONTROL IS HELD BY OTHER ENTITIES
      OTHER THAN THE ELIGIBLE INSTITUTIONAL INVESTOR OR ANY JOINT ACTOR:

      N/A.

      (III) THE ELIGIBLE INSTITUTIONAL INVESTOR, EITHER ALONE OR TOGETHER WITH
      ANY JOINT ACTORS, HAVE EXCLUSIVE OR SHARED CONTROL BUT DOES NOT HAVE
      OWNERSHIP:

      1,840,200 Common Shares representing approximately 9.72% of the
      outstanding shares of that class

7.    PURPOSE OF THE ELIGIBLE INSTITUTIONAL INVESTOR AND ANY JOINT ACTORS IN
      ACQUIRING OR DISPOSING OF OWNERSHIP OF, OR CONTROL OVER, THE SECURITIES,
      INCLUDING ANY FUTURE INTENTION TO ACQUIRE OWNERSHIP OF, OR CONTROL OVER,
      ADDITIONAL SECURITIES OF THE REPORTING ISSUER:

      The Common Shares of Stantec Incorporated were acquired in the ordinary
      course of business, for investment purposes only and not with the purpose
      of exercising control or direction over Stantec Incorporated. Fidelity may
      from time to time, on behalf of funds or accounts it manages, acquire
      additional Common Shares, dispose of some or all of the Common Shares they
      hold or continue to hold Common Shares.

8.    GENERAL NATURE AND THE MATERIAL TERMS OF ANY AGREEMENT, OTHER THAN LENDING
      ARRANGEMENTS, WITH RESPECT TO SECURITIES OF THE REPORTING ISSUER ENTERED
      INTO BY THE ELIGIBLE INSTITUTIONAL INVESTOR, OR ANY JOINT ACTOR, AND THE
      ISSUER OF THE SECURITIES OR ANY OTHER ENTITY IN CONNECTION WITH ANY
      TRANSACTION OR OCCURRENCE RESULTING IN THE CHANGE IN OWNERSHIP OR CONTROL
      GIVING RISE TO THE REPORT, INCLUDING AGREEMENTS WITH RESPECT TO THE
      ACQUISITION, HOLDING, DISPOSITION OR VOTING OF ANY OF THE SECURITIES:

      N/A.

9.    NAMES OF ANY JOINT ACTORS IN CONNECTION WITH THE DISCLOSURE REQUIRED BY
      APPENDIX G OF NATIONAL INSTRUMENT 62-103:

      N/A.

10.   IF APPLICABLE, A DESCRIPTION OF ANY CHANGE IN ANY MATERIAL FACT SET OUT IN
      A PREVIOUS REPORT BY THE ELIGIBLE INSTITUTIONAL INVESTOR UNDER THE EARLY
      WARNING REQUIREMENTS:

      N/A.

<PAGE>

11.   ELIGIBILITY TO FILE REPORTS UNDER THE ALTERNATIVE MONTHLY REPORTING
      SYSTEM:

      Fidelity is eligible to file this report under the alternative monthly
      reporting system of National Instrument 62-103.

12.   DECLARATION:

      The filing of this report is not an admission that any entity named in
      this report owns or controls any securities or is a joint actor with
      another named entity.

      DATED May 10, 2005

      By: /s/ "EricD.Roiter"
          ------------------

      Name: Eric D. Roiter
      Title: Senior V.P. & General Counsel - FMR Co.
      Duly authorized under Powers of Attorney
      Dated December 30, 1997, by and on behalf
      of FMR Co., and their direct and indirect subsidiaries

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.76
<SEQUENCE>69
<FILENAME>t17577exv99w76.txt
<DESCRIPTION>EX-99.76
<TEXT>
<PAGE>

                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                                 OF STANTEC INC.
                 TUESDAY. MAY 10.2005 - 11:00 A.M. MOUNTAIN TIME
                               EDMONTON, ALBERTA

VOTING RESULTS:

Full details of the matters for shareholder action can be viewed by accessing
the Management Proxy Circular for the meeting (HTTP://WWW.STANTEC.COM or
HTTP://WWW.SEDAR.COM).

The Directors of Stantec Inc. ("Stantec") recommended that Shareholders vote FOR
matters 1, 2, 3,4 and 5 below:

1.    ELECTION OF DIRECTORS

      For:  100%          Withheld:  none

Each of the eight (8) nominees listed in the Management Proxy Circular were
elected as directors of Stantec for the ensuing year or until their successors
are elected or appointed.

2.    APPOINTMENT OF AUDITORS NAMED IN THE MANAGEMENT PROXY CIRCULAR

      For:  100%          Withheld:  none

Ernst & Young, Chartered Accountants were appointed as auditors of Stantec for
the ensuing year and the directors were authorized to fix the remuneration of
the auditors.

3.    RESOLUTION AMENDING THE EMPLOYEE SHARE OPTION PLAN NUMBER TO 1,892,718
      COMMON SHARES

This resolution was withdrawn and not placed before the meeting.

4.    RESOLUTION AMENDING STANTEC'S BY-LAWS

      For:  99.625%       Against:   0.375%

The amendment of Stantec's by-laws relating to director residency and quorum was
passed.

5.    RESOLUTION AMENDING STANTEC'S ARTICLES

      For: 99.865% Against: 0.135%

The amendment of Stantec's articles relating to appointing additional directors
between shareholder meetings was passed.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.79
<SEQUENCE>70
<FILENAME>t17577exv99w79.txt
<DESCRIPTION>EX-99.79
<TEXT>
<PAGE>

                                                                          Item 9

[STANTEC LOGO]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, A.P. Franceschini, President & CEO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending March
      31, 2005;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

March 31, 2005

"Signed"

A.P. Franceschini, P.Eng.
President & CEO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.80
<SEQUENCE>71
<FILENAME>t17577exv99w80.txt
<DESCRIPTION>EX-99.80
<TEXT>
<PAGE>

[STANTEC LOGO]

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, D.W. Wilson, Vice President & CFO, certify that:

1.    I have reviewed the interim filings (as this term is defined in
      Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
      Annual and Interim Filings) of Stantec Inc. for the quarter ending March
      31, 2005;

2.    Based on my knowledge, the interim filings do not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated or that is necessary to make a statement not misleading in light
      of the circumstances under which it was made, with respect to the period
      covered by the interim filings; and

3.    Based on my knowledge, the interim financial statements together with the
      other financial information included in the interim filings fairly present
      in all material respects the financial condition, results of operations
      and cash flows of the issuer, as of the date and for the periods presented
      in the interim filings.

March 31, 2005

"Signed"

D.W. Wilson, CA
Vice President & CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.82
<SEQUENCE>72
<FILENAME>t17577exv99w82.txt
<DESCRIPTION>EX-99.82
<TEXT>
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

May 9, 2005

This Management's Discussion and Analysis of Stantec's operations and cash flows
for the quarter ended March 31, 2005, should be read in conjunction with the
Company's unaudited interim consolidated financial statements and related notes
for the quarter ended March 31, 2005, the Management's Discussion and Analysis
and audited consolidated financial statements and related notes included in the
2004 Annual Report, and the Report to Shareholders contained in the 2005 First
Quarter Report. The Company continues to use the same accounting policies and
methods as those used in 2004 except as disclosed in note 1 to the unaudited
interim consolidated financial statements for the quarter ended March 31, 2005.
This policy was adopted in accordance with Accounting Guideline 15 --
Consolidation of Variable Interest Entities (VIEs). This guideline provides the
framework for identifying VIEs as well as procedures for determining when they
should be included in consolidated results. The adoption of this accounting
guideline has not had an impact on these interim consolidated financial
statements. Additional information regarding the Company, including the Annual
Information Form, is available on SEDAR at www.sedar.com.

This report includes references to and uses terms that are not specifically
defined in the Canadian Institute of Chartered Accountants Handbook and do not
have any standardized meaning prescribed by Canadian generally accepted
accounting principles (GAAP). These non-GAAP measures may not be comparable to
similar measures presented by other companies. We refer to and use the terms
"net revenue" and "gross margin" throughout our analysis. In the course of
providing services, we incur certain direct costs for subconsultants, equipment,
and other expenditures that are recoverable directly from our clients. The
revenue associated with these direct costs is included in our gross revenue.
Since such direct costs and their associated revenue can vary significantly from
contract to contract, changes in our gross revenue may not be indicative of our
revenue trends. Accordingly, we also report net revenue, which is defined as
gross revenue less subconsultant and other direct expenses. Gross margin is
defined as net revenue less direct payroll costs.

This report includes forward-looking statements that are based on current
expectations and are therefore subject to risks and uncertainties. These
statements can be identified by the use of forward-looking terminology such as
"expects," "believes," "may," "will," "should," "estimates," "anticipates," or
the negative thereof or other variations thereon. We caution readers that, by
their nature, forward-looking statements involve risks and uncertainties and
that the Company's actual actions or results may differ materially. The Company
does not undertake to update any forward-looking statement, whether written or
verbal, that may be made from time to time by the organization or on its behalf.
Reference should also be made to the Caution Regarding Forward-looking
Statements and the Risk section of the Management's Discussion and Analysis
included in the 2004 Annual Report.

OVERALL PERFORMANCE

Gross revenue for Q1 05 increased by 20.3% to $141.1 million from $117.3 million
in Q1 04. Net revenue increased by 15.0% to $119.1 million compared to $103.6
million, and net income increased

<PAGE>

by $1.0 million to $6.7 million. Basic earnings per share for Q1 05 were $0.36,
and diluted earnings per share were $0.35, compared to basic and diluted
earnings per share for Q1 04 of $0.31 and $0.30 respectively. During Q1 05, we
reduced our level of investment in costs and estimated earnings in excess of
billings and in accounts receivable (i.e., number of days' revenues) to 95 days
at the end of the first quarter from 101 days at the end of 2004.

Cash flows used in operating activities during Q1 05 were $7.5 million, compared
to $4.0 million in Q1 04. This change was due to an increase in income taxes
paid of $11.4 million in Q1 05 compared to Q1 04, offset by the impact of a
reduction in our investment in other working capital in Q1 05 compared to the
change in Q1 04. The increase in cash used in financing activities of $15.0
million in Q1 05 compared to Q1 04 was due to the bank indebtedness financing
obtained in Q1 04 to finance our increased investment in costs and estimated
earnings in excess of billings as further explained in the Liquidity and Capital
Resources section.

There have been no significant changes in our industry environment or market
opportunities as discussed in the Future Expectations section of the 2004 Annual
Report.

The table below summarizes our key operating results on a percentage of net
revenue basis and the percentage increase in the dollar amount of these results
on a quarter-to-quarter basis:

<TABLE>
<CAPTION>
                                                          Quarter ended March 31
                                                  -------------------------------------
                                                                            % Increase*
                                                  % of Net Revenue           2005  vs.
                                                  ----------------          -----------
                                                   2005      2004               2004
                                                  ------    ------          -----------
<S>                                               <C>       <C>             <C>
Gross revenue                                      118.5%    113.3%            20.3%
Net revenue                                        100.0%    100.0%            15.0%
Direct payroll costs                                45.7%     45.9%            14.6%
Gross margin                                        54.3%     54.1%            15.5%
Administrative and marketing expenses               43.0%     42.3%            17.0%
Depreciation of property and equipment               2.3%      2.5%             5.3%
Amortization of intangible assets                    0.2%      0.1%            73.7%
Net interest expense                                 0.1%      0.7%           (88.9%)
Foreign exchange losses                              0.1%      0.0%             n/a
Share of income from associated companies            0.1%      0.1%
                                                                              (45.6%)
Income before income taxes                           8.7%      8.6%            16.5%
Income taxes                                         3.0%      3.1%            12.0%
Net income for the period                            5.7%      5.5%            19.0%
                                                   -----     -----            -----
</TABLE>

* % increase calculated based on the dollar change from the comparable period.

<PAGE>

SUMMARY OF QUARTERLY RESULTS

The following table sets forth selected data derived from our consolidated
financial statements for each of the eight most recently completed quarters.
This information should be read in conjunction with the applicable interim
unaudited and annual audited consolidated financial statements and related notes
thereto.

QUARTERLY UNAUDITED FINANCIAL INFORMATION

(IN THOUSAND OF CANADIAN DOLLERS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                           Jun 30, 2004  Sep 30, 2004    Dec 31, 2004    Mar 31, 2005
                           ------------  ------------    ------------    ------------
<S>                        <C>           <C>             <C>             <C>
Gross revenue                136,815        139,751         126,996        141,144
Net income                     6,445          8,488           9,599          6,735
EPS - basic                     0.35           0.46            0.52           0.36
EPS - diluted                   0.33           0.44            0.50           0.35
                             -------        -------         -------         -------
</TABLE>

<TABLE>
<CAPTION>
                           Jun 30, 2003  Sep 30, 2003    Dec 31, 2003    Mar 31, 2004
                           ------------  ------------    ------------    ------------
<S>                        <C>           <C>             <C>             <C>
Gross revenue                119,076        120,810         111,616        117,317
Net income                     6,457          7,251           6,350          5,658
EPS - basic                     0.35           0.40            0.35           0.31
EPS - diluted                   0.34           0.38            0.33           0.30
                             -------        -------         -------         -------
</TABLE>

The following items impact the comparability of our quarterly results:

<TABLE>
<CAPTION>
                                      Q2 04 vs.   Q3 04 vs.   Q4 04 vs.   Q1 05 vs.
 (in thousands of Canadian dollars)     Q2 03       Q3 03       Q4 03       Q1 04
- ------------------------------------  ---------   ---------   ---------   ---------
<S>                                   <C>         <C>         <C>         <C>
Increase (decrease) in gross
  revenue due to:
Acquisitions completed in
  current and prior two years           10,080      12,832      14,636      23,209
Net internal growth                      9,399       7,547       3,418       3,267
 Impact of foreign exchange rates on
 revenue earned by foreign
 subsidiaries                           (1,740)     (1,438)     (2,674)     (2,649)
                                        ------      ------      ------      ------
Total increase in gross revenue         17,739      18,941      15,380      23,827
                                        ------      ------      ------      ------
</TABLE>

The increase in gross revenue of $23.8 million for Q1 05 over Q1 04 was due
primarily to growth from acquisitions. The four acquisitions completed in the
final three quarters of 2004 accounted for $20.7 million of this increase.

<PAGE>

RESULTS OF OPERATIONS

Our Company operates in one reportable segment -- Consulting Services. We
provide knowledge-based solutions for infrastructure and facilities projects
through value-added professional services principally under fee-for-service
agreements with clients.

GROSS REVENUE

The net increase in gross revenue was $23.8 million for Q1 05 over Q1 04 due to
growth from acquisitions of $23.2 million and internal growth of $3.2 million
offset by the impact of foreign exchange rates on revenue earned by foreign
subsidiaries of $2.6 million.

GROSS MARGIN

Gross margin as a percentage of net revenue was 54.3% for Q1 05, compared to
54.1% for Q1 04. We expect our annual gross margin in 2005 to be in the range of
53 to 55% of net revenue. Margins may fluctuate from quarter to quarter as a
result of the mix of projects in progress during any quarter.

ADMINISTRATIVE AND MARKETING EXPENSES

Administrative and marketing expenses as a percentage of net revenue were 43.0%
for Q1 05, compared to 42.3% for Q1 04 and to our expectation for fiscal 2005 of
between 40 and 42%. Administrative and marketing expenses may fluctuate from
quarter to quarter as a result of the amount of staff time charged to marketing
and administrative labor, which is influenced by the mix of projects in progress
and being pursued during the quarter. In addition, our costs increased in dollar
terms by $7.5 million compared to Q1 04, primarily due to the acquisitions
completed in the final three quarters of fiscal 2004 and to the sale of our
office building in Edmonton, Alberta, in Q4 04. As a result of this sale, our
rental expense increased by approximately $600,000 in Q1 05 compared to Q1 04.

DEPRECIATION OF PROPERTY AND EQUIPMENT

Depreciation of property and equipment as a percentage of net revenue decreased
to 2.3% in Q1 05, compared to 2.5% in Q1 04. The sale of our Edmonton office
building in Q4 04 resulted in a reduction in depreciation expense of
approximately $220,000 per quarter. This reduction was offset by an increase in
depreciation expense of $270,000 arising from acquisitions completed in the
final three quarters of fiscal 2004.

AMORTIZATION OF INTANGIBLE ASSETS

The timing of completed acquisitions, as well as the type of intangible assets
acquired, impacts the amount of amortization of intangible assets. Client
relationships and other intangible assets are amortized over estimated useful
lives ranging from 10 to 15 years, whereas contract backlog is amortized over an
estimated useful life of generally less than one year. As a result, the impact
of amortization of contract backlog can be significant in the two to three
quarters following an acquisition. During Q1 05, $50,000 of the amortization
expense recorded related to contract backlog ($4,000 - Q1 04) and $188,000
related to client relationships and other intangible assets ($133,000 - Q1 04).
The increase in amortization of intangible assets related to both The Sear-Brown
Group Inc. and Dunlop Architects Inc. acquisitions. As at March 31, 2005,
contract backlog was fully amortized.

<PAGE>

NET INTEREST EXPENSE

The reduction in net interest expense of $599,000 in Q1 05 compared to Q1 04 was
a result of maintaining a positive cash position throughout Q1 05 compared to a
bank indebtedness of $32.5 million at the end of Q1 04. In addition, our total
long-term debt position throughout Q1 05 was less than it was throughout Q1 04,
which contributed to the reduction in overall interest expense.

INCOME TAXES

Our effective income tax rate for Q1 05 was 35.0%, compared to 32.4% for the
year ended December 31, 2004. Our estimated income tax rate is adjusted
quarterly, based on changes in statutory rates in the jurisdictions in which we
operate as well as on our estimated earnings in each of these jurisdictions. For
2005 we are expecting an increase in the proportion of income earned by our US
operations. Because the US has higher statutory income tax rates than Canada,
our estimated income tax rate for 2005 has increased over 2004.

LIQUIDITY AND CAPITAL RESOURCES

Working capital (current assets less current liabilities) at the end of Q1 05
was $86.9 million, compared to $82.0 million at the end of Q4 04. Current assets
decreased by $20.3 million, and current liabilities decreased by $25.2 million.
The majority of the decrease in current assets was due to the reduction in cash
and cash equivalents. We began the 2004 fiscal year with $7.3 million in cash.
However, as a result of the implementation of our enterprise management system
in Q4 03 and the significant increase in our investment in costs and estimated
earnings in excess of billings into Q1 04, we increased the use of our operating
line in Q1 04 by $15.3 million through short-term bank financing. By the end of
2004, we had achieved a significant reduction in our investment in costs and
estimated earnings in excess of billings, which allowed us to repay this
short-term debt. This improvement, as well as the net cash proceeds received on
the sale of our Edmonton office building late in 2004, resulted in a cash
position of $37.9 million at the beginning of 2005. The net decrease in cash of
$19.0 million during Q1 05 was due primarily to the timing of committed cash
outflows that occur during the first quarter of each year, particularly the
payment of employee incentive bonuses and fiscal year-end tax liabilities.

Cash flows used in operating activities during Q1 05 were $7.5 million, compared
to $4.0 million in Q1 04. This change was mainly due to an increase in income
taxes paid of $11.4 million. Income taxes owing at the end of 2003 were lower
than normal due to our high level of investment in costs and estimated earnings
in excess of billings at that time. This resulted in lower income tax payments
in Q1 04 as well as lower income tax installment requirements for 2004. Our tax
payments in Q1 05 increased over Q1 04 to cover the higher income tax liability
outstanding at the end of 2004 as well as the increased income tax installments
required for 2005.

Another significant change in working capital in Q1 05 was a net reduction in
investment in accounts receivable and in costs and estimated earnings in excess
of billings. As familiarity and efficiencies are being realized with the use of
the enterprise management system implemented in Q4 03, improved project
management, invoicing, and collection procedures are enabling us to reduce our
net investment in these accounts. Accounts payable and accrued liabilities have
decreased by $16.1 million, partially due to the payment of the annual employee
bonus plan that is completed during the first quarter of each year.

<PAGE>

As a professional services organization, we are not capital intensive.
Expenditures are made primarily for property and equipment, including such items
as computer equipment and business information systems software, furniture,
leasehold improvements, and other office and field equipment. Our capital
expenditures for Q1 05 were $4.2 million. This was within the expected range for
2005 to support ongoing operational activity. During Q1 05, our capital
expenditures were financed by cash flows from operations.

Share options exercised for cash during Q1 05 generated cash of $440,000,
compared to $855,000 in Q1 04.

PROPOSED TRANSACTION

Subsequent to the quarter-end, we entered into an agreement to acquire the
shares and business of The Keith Companies, Inc. This transaction is subject to
customary conditions, including approval by The Keith Companies' shareholders.
In conjunction with the transaction, we have applied to become a US Securities
and Exchange Commission registrant and to have our common shares listed on the
New York Stock Exchange in addition to our existing Toronto Stock Exchange
listing. Consideration will be a combination of cash and shares. The estimated
cash consideration is expected to be US$90.4 million, which will be financed
through utilization of our existing cash and available credit facilities as well
as use of part of The Keith Companies' cash. The portion of The Keith Companies'
cash that can be used to finance the transaction is subject to restrictions
outlined in the merger agreement. These restrictions may require us to continue
to hold a portion of The Keith Companies' cash and to obtain additional credit
to finance these cash holdings.

The transaction is expected to be accretive to our earnings while significantly
strengthening our presence in southern California. It is expected to close
during the third quarter of 2005.

OUTLOOK

The outlook for the remainder of 2005 continues to be positive as our Company
operates in a highly diverse infrastructure and facilities market within a North
American economy that varies significantly from region to region. Expectations
remain consistent with those described in the Management's Discussion and
Analysis included in the December 31, 2004, Annual Report.

OTHER

OUTSTANDING SHARE DATA

As at May 6, 2005, there were 18,934,119 common shares and 1,001,499 share
options outstanding. As at March 31, 2005, there were 18,933,019 common shares
and 1,006,499 share options outstanding.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.84
<SEQUENCE>73
<FILENAME>t17577exv99w84.txt
<DESCRIPTION>EX-99.84
<TEXT>
<PAGE>

                                                                      [TKC LOGO]

       MEMORANDUM

DATE:  April 29, 2005                    JOB NO.:

TO:    RECIPIENT                         PROJECT:     TKC/Stantec Merger

FROM:  Eric Nielsen

CC:

RE:    Stock Options Treatment

TREATMENT OF TKC EMPLOYEE STOCK OPTIONS

We have summarized below the treatment of outstanding employee stock options
under The Keith Companies' (TKC) merger agreement with Stantec. The following
summary assumes our merger is actually consummated, which is not expected to
occur until the third quarter 2005. Be advised that the merger is subject to
various conditions, including approval by TKC's shareholders, and if the merger
is not completed, all employee stock options will, unless exercised, continue in
effect in accordance with their terms without modification.

This summary does not address the tax treatment resulting from the exercise or
tender of employee stock options. You are directed to the TKC's filing on Form
S-8 with the Securities and Exchange Commission for a general discussion with
respect to tax matters. However, we strongly urge you to consult your own tax
advisor.

      TERMINATION OF OPTIONS

All outstanding employee stock options will terminate at the effective time of
the merger. Consequently, in order to receive the value of any excess of the
merger consideration over the exercise price of your vested or unvested options,
please see below for a discussion of the treatment of vested and unvested
options.

      VESTED OPTIONS

In order to receive the value of any excess of the merger consideration over the
exercise price of the vested options you hold, you must exercise the vested
options prior to the effective time of the merger. We will provide you notice of
when we anticipate the effective time to occur about 20 business days in advance
of the effective time so that you will have sufficient time to exercise vested
options. In addition, we expect to provide a mechanism whereby you will be able
to condition your exercise on the consummation of the merger. You may exercise
your option by paying the exercise price in cash or on a "cashless" basis by
surrendering some of your "in the money" options in lieu of the cash exercise
price. You will receive shares of common stock of TKC when you exercise your
vested options. This common stock will be exchanged in the merger on the same
terms as all other outstanding shares of our common stock.

<PAGE>

April 29, 2005                                                                 2

      UNVESTED OPTIONS

Options which are "unvested" at the effective time of the merger may not be
exercised by you. About 20 business days prior to the effective time, we intend
to make an offer to purchase your unvested options for a cash purchase price
equal to the difference between the value of the merger consideration and the
exercise price of the option. We will make this offer pursuant to a separate
document which will contain instructions on how you may accept the offer. Any
offer to purchase that we make will be conditioned on the merger actually
occurring. Consequently, in order to receive the value of any excess of the
merger consideration over the exercise price of the unvested options you hold,
you must submit your unvested options for purchase when we offer to purchase
them.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, Stantec and TKC will file a
Registration Statement on Form F-4, a joint proxy statement/prospectus and other
related documents with the Securities and Exchange Commission (the "SEC").
Stockholders of Stantec and TKC are advised to read these documents when they
become available because they will contain important information. Stockholders
of the companies may obtain copies of these documents for free, when available,
at the SEC's website at www.sec.gov. These and such other documents may also be
obtained for free from:

Stantec
10160-112 Street
Edmonton, Alberta, Canada, T5K 2L6
Phone: (780) 917-7000 Fax: (780) 917-7330

And from:
The Keith Companies
19 Technology Drive
Irvine, California, USA 92618-2334
Phone: (949) 923-6000 Fax: (949) 923-6121

Stantec and TKC and their respective directors, executive officers and other
members of their management and employees may be deemed to be participants in
the solicitation of proxies in connection with Stantec's proposed acquisition of
TKC. Information regarding the special interests of these directors and
executive officers in the transaction described herein will be included in the
joint proxy statement/prospectus described above. Additional information
regarding Stantec's directors and executive officers is also included in its
management information circular for its 2005 Annual Meeting of Shareholders,
which was filed with the applicable securities commissions in Canada on or about
March 31, 2005 and is available free of charge at the Canadian Securities
Administrators' web site at www.sedar.com or by contacting Stantec at the
address or telephone number set forth above. Additional information regarding
TKC's directors and executive officers is also included in its proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or
about April 12, 2005 and is available free of charge at the SEC's web site at
www.sec.gov or by contacting TKC at the address or telephone number set forth
above.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This release contains forward-looking statements. In some cases, forward-looking
statements can be identified by words such as "believe," "expect," "anticipate,"
"plan," "potential," "continue" or similar expressions. Such forward-looking
statements are based upon current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed herein. For
example, if TKC does not receive required shareholder approvals, if Stantec is
unable to list its stock on a major US exchange or either party fails to satisfy
other conditions to closing,

<PAGE>

April 29, 2005                                                                 3

the merger will not be consummated. In addition, the combined companies may not
realize all or any of the expected benefits of the merger. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: global capital market
activities, fluctuations in interest rates and currency values, the effects of
war or terrorist activities, the effects of disease or illness on local,
national, or international economies, the effects of disruptions to public
infrastructure, such as transportation or communications, disruptions in power
or water supply, industry and worldwide economic and political conditions,
regulatory and statutory developments, a downturn in the real estate market, the
effects of competition in the geographic and business areas in which the
companies operate, the actions of management, and technological changes. Actual
results may differ materially from those contained in the forward- looking
statements in this release.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.91
<SEQUENCE>74
<FILENAME>t17577exv99w91.txt
<DESCRIPTION>EX-99.91
<TEXT>
<PAGE>

                                              Filed by The Keith Companies, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934
                                      Subject Company: The Keith Companies, Inc.
                                                  Commission File No.: 000-26561

This filing relates to the Agreement and Plan of Merger and Reorganization,
dated April 14, 2005, by and among Stantec Inc., Stantec Consulting California
Inc., The Keith Companies, Inc. The following is an email from the Chief
Executive Officer of The Keith Companies to its employees on April 15,2005.

To: All TKC Division and Subsidiary Staff
From: Aram Keith
Subject: Recent News - Our Merger with Stantec

I wanted to communicate with you at a personal level as soon as I could to
discuss the news that has been announced about the company. The news announced
is that we have reached an agreement with Stantec, a design leader in North
America, to join forces. A copy of the press release that was issued on April 14
is available through our company website.

Stantec's vision is to be a top 10 global design firm and as part of the merger
we will play a key role in helping the company to attain that goal in addition
to enjoying the way it helps us achieve our own goals. What this means for you
is that our company will be joining Stantec at a very exciting time where
opportunities are available to expand professional experiences and advance the
development of careers. In addition, we will gain access to robust technological
systems and tools that will help to provide even greater value to you, our
clients, and our vendors.

I understand that during times of change in an organization the most difficult
issue to work through is uncertainty. This is why we have created a joint web
site entitled Our Next Step at www.stantec.com/keithco to keep you informed
about the changes occurring over the next few months. On that site there is an
Employee Only section (upper right corner button) that is accessible only from
within the two companies' office networks where you will find more information
about Stantec and its business and also be able to ask questions and provide
feedback.

I invite you to visit this site to find out more about Stantec and the merging
of our companies. As the founder and CEO of The Keith Companies, I am very proud
of what we have accomplished together over the last two decades and I look
forward to taking this next step in our growth with you.

Sincerely,

Aram H. Keith

WWW.STANTEC.COM/KEITHCO

<PAGE>

DISCLAIMER:

The information transmitted is intended only for the person or entity to which
it is addressed and may contain confidential, proprietary and/or privileged
material. Any unauthorized use, distribution, copying or disclosure of this
communication is prohibited. If you have received this communication in error,
please contact the sender immediately and delete all copies of this message.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, Stantec and TKC will file a
Registration Statement on Form F-4, a joint proxy statement/prospectus and other
related documents with the Securities and Exchange Commission (the "SEC").
Stockholders of Stantec and TKC are advised to read these documents when they
become available because they will contain important information. Stockholders
of the companies may obtain copies of these documents for free, when available,
at the SEC's website at www.sec.gov . These and such other documents may also be
obtained for free from:

Stantec
10160-112 Street
Edmonton, Alberta, Canada, T5K 2L6
Phone: (780) 917-7000 Fax: (780) 917-7330

And from:
The Keith Companies
19 Technology Drive
Irvine, California, USA 92618-2334
Phone: (949) 923-6000 Fax: (949) 923-6121

Stantec and TKC and their respective directors, executive officers and other
members of their management and employees may be deemed to be participants in
the solicitation of proxies in connection with Stantec's proposed acquisition of
TKC. Information regarding the special interests of these directors and
executive officers in the transaction described herein will be included in the
joint proxy statement/prospectus described above. Additional information
regarding Stantec's directors and executive officers is also included in its
management information circular for its 2005 Annual Meeting of Shareholders,
which was filed with the applicable securities commissions in Canada on or about
March 31, 2005 and is available free of charge at the Canadian Securities
Administrators' web site at www.sedar.com or by contacting Stantec at the
address or telephone number set forth above. Additional information regarding
TKC's directors and executive officers is also included its proxy statement for
its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or
about April 12, 2005 and is available free of charge at the SEC's web site at
www.sec.gov or by contacting TKC at the address or telephone number set forth
above.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This release contains forward-looking statements. In some cases, forward-looking
statements can be identified by words such as "believe," "expect," "anticipate,"
"plan," "potential," "continue" or similar expressions. Such forward-looking
statements are based upon current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that

<PAGE>

may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein. For example, if TKC does not receive
required shareholder approvals, if Stantec is unable to list its stock on a
major US exchange or either party fails to satisfy other conditions to closing,
the merger will not be consummated. In addition, the combined companies may not
realize all or any of the expected benefits of the merger. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: global capital market
activities, fluctuations in interest rates and currency values, the effects of
war or terrorist activities, the effects of disease or illness on local,
national, or international economies, the effects of disruptions to public
infrastructure, such as transportation or communications, disruptions in power
or water supply, industry and worldwide economic and political conditions,
regulatory and statutory developments, a downturn in the real estate market, the
effects of competition in the geographic and business areas in which the
companies operate, the actions of management, and technological changes. Actual
results may differ materially from those contained in the forward-looking
statements in this release.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.92
<SEQUENCE>75
<FILENAME>t17577exv99w92.txt
<DESCRIPTION>EX-99.92
<TEXT>
<PAGE>

among others, could cause actual results to differ materially from those
described in the forward-looking statements: global capital market activities,
fluctuations in interest rates and currency values, the effects of war or
terrorist activities, the effects of disease or illness on local, national, or
international economies, the effects of disruptions to public infrastructure,
such as transportation or communications, disruptions in power or water supply,
industry and worldwide economic and political conditions, regulatory and
statutory developments, a downturn in the real estate market, the effects of
competition in the geographic and business areas in which the companies operate,
the actions of management, and technological changes. Actual results may differ
materially from those contained in the forward- looking statements in this
release.

                                                                      [TKC LOGO]

      MEMORANDUM

 DATE:   April 26,2005                          JOB NO.:
 TO:     TKC Restricted Stock Holder            PROJECT:      TKC/Stantec Merger
 FROM:   Eric Nielsen
 RE:     Restricted Stock Treatment

TREATMENT OF TKC RESTRICTED STOCK

We have summarized below the treatment of outstanding restricted stock under The
Keith Companies' (TKC) merger agreement with Stantec. The following summary
assumes our merger is actually consummated, which is not expected to occur until
the third quarter 2005. Be advised that the merger is subject to various
conditions, including approval by TKC's shareholders, and if the merger is not
completed, all restricted stock will continue in effect in accordance with their
terms without modification.

This summary does not address the tax treatment resulting from restricted stock
transactions. You are directed to the TKC's filing on Form S-8 with the
Securities and Exchange Commission for a general discussion with respect to tax
matters. However, we strongly urge you to consult your own tax advisor.

If you hold restricted stock that has vested and is no longer subject to a risk
of forfeiture, your shares will be exchanged in the merger on the same terms as
all other outstanding shares of our common stock.

If you hold restricted stock that is not vested at the effective time of the
merger, Stantec common shares will be substituted for the shares of unvested
restricted common stock of TKC held by you. The substituted shares will continue
to be subject to the vesting provisions and risk of forfeiture provisions in
your restricted stock agreement. Each of your shares of TKC unvested restricted
common stock will be substituted with that number of shares of common stock of
Stantec that the holder would have received in the merger if such holder had
elected to receive all Stantec.

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.93
<SEQUENCE>76
<FILENAME>t17577exv99w93.txt
<DESCRIPTION>EX-99.93
<TEXT>
<PAGE>

                                   [FMC LOGO]

                           FRASER MILNER CASGRAIN LLP

                                           Robert R. Roth
                                           Direct Line: (780) 423-7228
                                           Robert.roth@finc-law.com
May 30, 2005

VIA SEDAR

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Autorite des marches financiers
New Brunswick Securities Commission
Nova Scotia Securities Commission
Securities Office - Prince Edward Island
Department of Government Services Consumer & Commercial Affairs Branch
- - Newfoundland

SUBJECT:    STANTEC INC. - FILING OF REVISED ANNUAL INFORMATION FORM OUR
            FILE: 172141-22

On March 31, 2005, we filed the renewal annual information form ("AIF") for
Stantec Inc. ("Stantec") under SEDAR project number 00759149 for purposes of
both National Instrument 51-102 and National Instrument 44-101. Upon further
review of the filed document, it has been determined that the Audit Committee
terms of reference attached as Appendix II to the AIF did not represent the most
recent version of the terms of reference. Accordingly, we are filing herewith a
revised AIF for Stantec which amends Appendix II to reflect the correct terms of
reference. We have also taken this opportunity to make minor corrections to the
biographical information presented in the AIF for two of Stantec's directors,
Bill Grace and Jack Finn. For reference purposes, we have also filed a
blacklined version of the revised AIF highlighting all of the changes that have
been made.

If you have any questions or concerns regarding the above, please do not
hesitate to contact me.

Yours truly,

FRASER MILNER CASGRAIN LLP

[original signed by Robert Roth]

RobertR.Roth

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

          Montreal Ottawa Toronto Edmonton Calgary Vancouver New York
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.94
<SEQUENCE>77
<FILENAME>t17577exv99w94.txt
<DESCRIPTION>EX-99.94
<TEXT>
<PAGE>

                                     REVISED

                                     STANTEC

                                     TSX:STN

                             ANNUAL INFORMATION FORM

                                 MARCH 30, 2005

                                 [STANTEC LOGO]

                                                                          Page 1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                                   <C>
STANTEC INC. ANNUAL INFORMATION FORM                                                   4

CORPORATE STRUCTURE                                                                    5

Name, Address and Incorporation                                                        5

Intercorporate Relationships                                                           5

GENERAL DEVELOPMENT OF THE BUSINESS                                                    7

Three-Year History                                                                     7

Current Trends                                                                         8

DESCRIPTION OF THE BUSINESS                                                            8

    Business Units                                                                     9

    Consulting Services Business Unit                                                 10

    Acquisitions                                                                      12

    Research and Development                                                          14

    Intellectual Property                                                             14

    Employees                                                                         14

    Competitive Conditions                                                            14

    Social or Environmental Policies                                                  14

    Foreign Operations                                                                15

    Dividend Policy                                                                   15

RISK FACTORS                                                                          16

Potential cancellation of client orders and projects                                  16

Our ability to complete projects on schedule and within budget                        16

Our client's satisfaction with the quality of our services                            16

Potential litigation through exposure to third-party claims                           16

Competition for new contracts, including pricing pressures                            16

Economic factors that impact the ability of clients to contract for our services      17

Availability of qualified staff and personnel                                         17

Quality of our clients and their credit risk                                          17

Risks associated with working in international locations                              17

DESCRIPTION OF CAPITAL STRUCTURE                                                      18

Preferred Shares                                                                      18

Common Shares                                                                         18

MARKET FOR SECURITIES                                                                 19

AUDIT COMMITTEE INFORMATION                                                           19

Composition of the Audit Committee                                                    19
</TABLE>

                                                                          Page 2
<PAGE>

<TABLE>
<S>                                                                                   <C>
     Pre-Approval Policy                                                              20

     External Auditor Service Fees                                                    21

     DIRECTORS AND OFFICERS                                                           21

     LEGAL PROCEEDINGS                                                                22

     TRANSFER AGENT                                                                   23

     MATERIAL CONTRACTS                                                               23

     INTERESTS OF EXPERTS                                                             23

     ADDITIONAL INFORMATION                                                           24

     APPENDIX 1                                                                       25

     APPENDIX II                                                                      26

     APPENDIX A TO APPENDIX II                                                        31
</TABLE>

                                                                          Page 3
<PAGE>

STANTEC INC.      ANNUAL INFORMATION FORM
                  MARCH 30, 2005

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Stantec's public communications often include written or oral forward-looking
statements. Forward-looking statements means disclosure regarding possible
events, conditions or results of operations that is based on assumptions about
future economic conditions and courses of action and includes future oriented
financial information.

Statements of this type are included in this Annual Information Form (including
documents incorporated by reference), and may be included in filings with
Canadian securities regulators, or in other communications. Forward-looking
statements may involve, but are not limited to, comments with respect to our
objectives for 2005 and beyond, our strategies or future actions, our targets,
expectations for our financial condition or share price, and the results of or
outlook for our operations or for the Canadian and U.S. economies.

By their nature, forward-looking statements require us to make assumptions and
are subject to inherent risks and uncertainties. There is significant risk that
predictions and other forward-looking statements will not prove to be accurate.
We caution readers of this document not to place undue reliance on our
forward-looking statements as a number of factors could cause actual future
results, conditions, actions or events to differ materially from the targets,
expectations, estimates or intentions expressed in the forward-looking
statements.

In addition to the factors set-out in "Risk Factors", the following factors,
among others, could cause Stantec's actual results to differ materially from
those projected in forward-looking statements:

   -  global capital market activities;

   -  interest rate and currency value fluctuations;

   -  the effects of war or terrorist activities;

   -  the effects of disease or illness on local, national or international
      economies;

   -  the effects of disruptions to public infrastructure, such as
      transportation, communications;

   -  power or water supply disruptions;

   -  industry and worldwide economic and political conditions;

   -  regulatory and statutory developments;

   -  the effects of competition in the geographic and business areas in which
      we operate;

   -  management actions; and

   -  technological changes.

   We caution that the foregoing list of factors is not exhaustive and that when
   relying on forward-looking statements to make decisions with respect to
   Stantec, investors and others should carefully consider these factors, as
   well as other uncertainties and potential events, and the inherent
   uncertainty of forward-looking statements. Stantec does not undertake to
   update any forward-looking statement, whether written or oral, that may be
   made, from time to time, by the organization or on its behalf.

                                                                          Page 4
<PAGE>

CORPORATE STRUCTURE

NAME, ADDRESS AND INCORPORATION

Stantec Inc. was incorporated under the Canada Business Corporations Act on
March 23, 1984 as 131277 Canada Ltd. Stantec's Articles of Incorporation were
amended on several occasions, namely to change the name, amend share attributes,
create and delete classes of shares, reorganize its outstanding share capital
and split its common shares (the "Common Shares") on a two-for-one basis, and
change the minimum and maximum number of directors.

On August 15, 1984 the name 131277 Canada Ltd. was changed to Stanley
Engineering Group Inc. and on October 18, 1989, it was changed to Stanley
Technology Group Inc. On March 30, 1994, Stanley Technology Group Inc.
amalgamated with 3013901 Canada Limited to continue as Stanley Technology Group
Inc. On October 28, 1998, the name Stanley Technology Group Inc. was changed to
Stantec Inc.

The head and principal office of Stantec and its registered and records office
are located at 10160 -112 Street, Edmonton, Alberta, T5K2L6.

Reference in this Annual Information Form to "Stantec" includes, as the context
may require, Stantec and all or some of the companies in which it has an
interest collectively, or Stantec or one or more of such companies.

INTERCORPORATE RELATIONSHIPS

The following chart lists, as at December 31, 2004, the intercorporate
relationships among Stantec and Stantec's subsidiaries, the jurisdiction of
incorporation of the companies, and the percentage of voting and restricted
securities held by Stantec:

                                  STANTEC INC.

<TABLE>
<CAPTION>
                                                     PERCENTAGE
                                       PERCENTAGE         OF
                                        OF VOTING    RESTRICTED    JURISDICTION OF
            SUBSIDIARY                   SHARES        SHARES       INCORPORATION
- --------------------------------       ----------    ----------    ----------------
<S>                                    <C>           <C>           <C>
659243 B.C. Ltd.                           100           n/a       British Columbia

3038712 Nova Scotia Company                100           n/a       Nova Scotia

3053837 Nova Scotia Company                100           n/a       Nova Scotia

Architectura Inc.                            0(1)        100       Alberta

APAI Architecture Inc.                     100           n/a       British Columbia

Dunlop Architects Inc(2)                   100           100       Ontario

Dunlop Murphy Hilgers Architects            50           n/a       Ontario
Inc.(2)

Equipment Strategies                       100           n/a       Ontario
International Inc.(3)
</TABLE>

                                                                          Page 5
<PAGE>

<TABLE>
<CAPTION>
                                                   PERCENTAGE
                                       PERCENTAGE       OF
                                        OF VOTING  RESTRICTED    JURISDICTION OF
            SUBSIDIARY                   SHARES      SHARES       INCORPORATION
- -------------------------------------  ----------  ----------   -----------------
<S>                                    <C>         <C>          <C>
Flo Creative Inc.(2)                       100        n/a       Ontario

J. Muller International o Stanley           30        n/a       New Brunswick
Joint Venture Inc.

GKO Power Engineering Ltd.                  100       n/a       Alberta

Interior Design Collaborative Inc.(2)       100       n/a       Ontario

International Insurance Group Inc.          100       n/a       Barbados

Pentacore ADA Consulting, LLC               100       n/a       Nevada

Planning & Stantec Limited                   51       n/a       Trinidad & Tobago

Project Delivery Holdings, LLC(3)           100       n/a       New York

SEA, Incorporated                           100       100       Nevada

Sear-Brown Associates, P.C.(5)                0(2)    n/a       New York

SB K-12 Architecture and                      0(2)    n/a       New Jersey
Engineering, P.C.(6)

S.B. Long Island Architecture,                0(2)    n/a       New York
Engineering and Land Surveying,
P.C.(5)

SSBV Consultants Inc.                    33 1/3       n/a       British Columbia

Spink Corporation, The                      100       100       California

Stantec Architecture Inc.                     0(2)    n/a       North Carolina

Stantec Architecture Ltd.                     0(2)    n/a       Federal

Stantec Consulting Caribbean Ltd.           100       n/a       Barbados

Stantec Consulting Inc.                     100       100       Arizona

Stantec Consulting International            100       100       Federal
Ltd.

Stantec Consulting Ltd.                     100       n/a       Federal

Stantec Consulting Services Inc.(5)         100       100       New York

Stantec Engineering (Puerto Rico),            0(2)    n/a       Puerto Rico
P.S.C.(5)

Stantec Facilities Ltd.                     100       n/a       Alberta

Stantec Geomatics Ltd.                       50(2)    100       Alberta

Stantec Holdings (Delaware) Inc.            100       100       Delaware
</TABLE>

                                                                          Page 6
<PAGE>

<TABLE>
<CAPTION>
                                                   PERCENTAGE
                                       PERCENTAGE       OF
                                        OF VOTING  RESTRICTED   JURISDICTION OF
            SUBSIDIARY                   SHARES      SHARES      INCORPORATION
- -------------------------------------  ----------  ----------   -----------------
<S>                                    <C>         <C>          <C>
Stantec Holdings (Delaware) II Inc.        100         100      Delaware

Stantec Holdings Ltd.                      100         100      Alberta

Stantec International Enterprises          100         100      Bahamas
Limited

Stantec International Limited              100         n/a      Barbados

Stantec Technology International           100         100      Delaware
Inc.

Teshmont Consultants Inc.                   50         n/a      Federal

Webster & Simmonds Surveying Ltd.          100         n/a      Ontario
</TABLE>

- -------------------
      (1)   Stantec has entered into an agreement with respect to 100% of the
            voting shares of this corporation that allows it to direct control
            over any disposition of the voting shares of this corporation.

      (2)   Acquired as part of the acquisition of Dunlop Architects Inc. See
            the General Development of Business section below and the
            acquisition section of the Description of Business on page 11.

      (3)   Incorporated on March 26, 2004.

      (4)   Acquired as part of the acquisition of The Sear-Brown Group, Inc.
            See the General Development of Business section below and the
            acquisition section of the Description of Business on page 11.

      (5)   On December 31, 2004, Stantec Consulting Services Inc. merged into
            Stantec Consulting Group Inc. (formerly The Sear-Brown Group, Inc.).
            Concurrent with the merger, Stantec Consulting Group Inc. changed
            its name to Stantec Consulting Services Inc.

GENERAL DEVELOPMENT OF THE BUSINESS

THREE-YEAR HISTORY

Since Stantec's initial public offering in 1994, it has acquired a number of
firms in Canada and the United States. The acquisitions completed in 2004 are as
set out below:

      April 2004                The Sear-Brown Group, Inc. GBR
      May 2004                  Architects Limited Dunlop Architects
      October 2004              Inc. Shaflik Engineering Ltd. (asset
      November 2004             purchase)

In March of 2002 Stantec completed an offering of 600,000 common shares.
Effective May 15, 2002, Stantec subdivided its shares on a two for one basis.
Stantec completed 10 acquisitions in 2002. See "Description of the
Business-Acquisitions".

During 2003, Stantec realigned its organizational structure to accommodate
increasing growth, including a redefinition of its regions and market segments
(see "Business Units" under "Description of the Business" below). Stantec
completed four acquisitions in 2003. See "Description of the
Business-Acquisitions".

                                                                          Page 7
<PAGE>

During 2004, Stantec completed four acquisitions, as described above. Stantec
also saw a change in its Board of Directors with the resignations of Robert E.
Flynn and Stephen D. Lister and the additions of Robert R. Mesel and Susan E.
Hartman.

On January 1, 2004, Stantec Global Technologies Ltd. amalgamated with Stantec
Consulting Ltd. On August 13, 2004, Stantec sold its interest in Lockerbie
Stanley Inc. In the fourth quarter of 2004, Stantec finalized the sale and
leaseback of its office building (Stantec Centre) in Edmonton, Alberta to an
arm's length purchaser.

CURRENT TRENDS

We compete in the professional consulting service industry. This industry, which
includes the engineering, architecture and environmental sciences consulting
industries, is highly fragmented. We believe that industry trends continue to
create acquisition opportunities. Our goal is to continue to increase the size
and profitability of Stantec. This goal will be accomplished partly through the
acquisition of established professional consulting firms in Canada, the United
States and internationally. Our principal acquisition focus is in selected
regions in the United States and Canada.

DESCRIPTION OF THE BUSINESS

Stantec provides professional consulting services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management and project economics for
infrastructure and facilities projects. During 2003, Stantec had seven operating
segments of which five were aggregated into the Consulting Services reportable
segment. Effective January 1, 2004, because of the sale of our Design Build
operating segment and of the Goodfellow EFSOP technology and because the
corporate administration groups are not material, all operations of Stantec are
included in one reportable segment as Consulting Services.

We use a three-dimensional business model, as illustrated below, which is built
on (i) geographic diversification, (ii) practice area specialization and (iii)
provision of services in all phases of a project's lifecycle. This model allows
us to manage risk while pursuing our objective of continued revenue and earnings
growth.

                                   [PICTURE]

                                                                          Page 8

<PAGE>

We provide services to clients in both the public and private sectors mainly in
North America through integrated and discipline specific consulting and project
delivery. Our organizational structure gives us both the strength and diversity
of a large organization and a strong regional presence to deliver our services
locally. Our Consulting Services business unit focuses on providing total
infrastructure solutions targeted to five market segments -- Buildings,
Environment, Industrial, Transportation and Urban Land.

BUSINESS UNITS

Consulting Services is our principal focus and we currently operate in five
geographic regions: Canada West, Canada Central, the US Southwest, the US
Southeast and the US Northeast. Affiliated companies, which accounted for less
than one percent of Stantec's revenue, fall within the responsibilities of the
regional management or with the corporate administration group. Stantec balances
its geographic structure and management by also aligning services and management
in five market segments - Buildings, Environment, Industrial, Transportation and
Urban Land.

In 2003, Stantec realigned its organizational units to better reflect its
balanced regional focus and practice area specialization. The two largest and
most mature Regional Operating Units - Canada West and Canada Central, were
further divided into smaller sub-regions. At present, our regions in Canada
include British Columbia, Alberta South, Alberta North, Saskatchewan/Manitoba,
Ontario Southwest, Ontario GTA (Greater Toronto Area), and Ontario East. Our
three US regions are US Southwest, US Southeast and US Northeast.

The five market segments consist of 17 distinct specialist practice areas
including:

      1.    Architecture & Interior Design;

      2.    Buildings Engineering;

      3.    Facilities Planning & Operations;

      4.    Program & Project Management;

      5.    Strategic Management;

      6.    Environmental Infrastructure;

      7.    Environmental Management;

      8.    Bio/pharmaceuticals;

      9.    Manufacturing/Industrial;

      10.   Power Resources & Chemicals;

      11.   Infrastructure Management & Pavement Engineering;

      12.   Transportation infrastructure;

      13.   Transportation Planning & Traffic Engineering;

      14.   Planning & Landscape Architecture;

      15.   Urban Land Engineering;

      16.   Surveys/Geomatics; and

      17.   Quality Control/Assurance.

The business units are managed using a matrix organizational structure, which
balances regional operations with company wide practice area service delivery.
An illustration of our matrix organizational structure is attached as Appendix I
to this Annual Information Form.

                                                                          Page 9

<PAGE>

Stantec currently has only one reportable segment, Consulting Services. The
following chart illustrates the breakdown of gross revenue for 2004 and 2003:

<TABLE>
<CAPTION>
                            2004             2003
UNITS                  ($000)      %     ($000)      %
- -------------------    ---------------   --------------
<S>                    <C>        <C>    <C>        <C>
Consulting Services    520,879    100%   455,466    99%
Other                        -             4,476     1%
</TABLE>

CONSULTING SERVICES BUSINESS UNIT

Consulting Services are provided by Stantec in five provinces in Canada, 15
states in the United States and selected international markets. International
projects generally have been in the water supply, wastewater treatment,
environmental protection, transportation and health care sectors, often in
countries with developing economies.

Our staff and system capabilities allow us to undertake infrastructure and
facilities projects of any size. Currently, most of our projects have total
capital costs of less than $100 million and our potential fees from these types
of projects are generally in the range of 10 percent of the capital costs,
assuming we provide most of the services required. Joint ventures, associations
or subcontract arrangements are often established to deal with larger projects.
As a result, we mitigate our overall risk by working on several thousand
projects each year, none of which would normally exceed 5% of our revenue.

As mentioned above, Stantec's core capabilities in the Consulting Services area
are provided through 17 practice areas, most of which can generally be grouped
into five broad market segments: Buildings, Environment, Industrial,
Transportation and Urban Land. Some practice areas such as Project and Program
Management and Strategic Management Services are offered in all five market
segments.

BUILDINGS MARKET SEGMENT

Stantec provides comprehensive solutions for commercial, industrial and
institutional facilities. Typical projects include hospitals, educational and
recreational facilities, research and technology facilities, office buildings
and commercial centers. Services are delivered through three practice areas:
Architecture & Interior Design, Buildings Engineering and Facilities Planning &
Operations, and include project/program management, facilities management,
strategic planning, architectural design, interior design and structural,
mechanical and electrical engineering. Our services are provided both in
connection with new construction and for existing buildings and facilities. For
existing buildings and facilities, we provide expertise in building operating
systems, performance engineering and ongoing tenant improvements. We also
provide services designed to maximize the efficiency of a building's existing
systems and improve its operations, including analyzing a building's exterior
envelope and evaluating air quality, lighting and energy efficiency. The demand
for these specialized types of services for existing buildings and facilities
tends to be counter-cyclical and improves our ability to generate fees during
periods of economic downturn and reduced capital spending.

Our clients in the Buildings market segment include institutional and commercial
building owners and large multinational firms, as well as government agencies
that build, administer and operate public buildings. Clients also can be
independent authorities or agencies, such as airport authorities, transportation
commissions and transit systems.

                                                                         Page 10

<PAGE>

ENVIRONMENT MARKET SEGMENT

We apply our specialized knowledge and experience to develop and manage
sustainable solutions for air, water and soil. Services are focused in two
practice areas: Environmental Infrastructure and Environmental Management. The
core services we provide in these two practice areas include:

      -     Assimilative Capacity

      -     Wastewater Collection Systems

      -     Municipal & Industrial Wastewater Treatment

      -     Infiltration & Inflow/CSO

      -     Odor and Corrosion Control

      -     Wastewater Pumping

      -     Water Treatment

      -     Water Storage

      -     Distribution Systems

      -     Water Reclamation & Reuse

      -     Environmental Site Management

      -     Environmental Assessment

      -     Water Resources Management

      -     Heritage and Natural Resource Assessment

      -     Waste Management

      -     Risk Assessment

      -     Health & Safety

      -     Air Quality Assessment

      -     Ecotoxicology & GLP Testing

      -     Microbiology Laboratory

We also have specialized expertise in advanced processes for water and
wastewater solutions, including biological/enhanced nutrient removal (BNR/ENR),
microbiological assessment of activated sludge and advanced water treatment. Our
environment services provide multidisciplinary teams of qualified and
experienced engineers, scientists, process specialists, occupational hygienists,
and specialists in environmental regulation and policy.

INDUSTRIAL MARKET SEGMENT

Our comprehensive industrial services are provided in three practice areas:
Bio/Pharmaceutical, Manufacturing/Industrial and Power, Resources and Chemicals.
Services are provided to clients principally in the private sector in the
automotive, chemical, consumer products, forestry, food and beverage,
bio/pharmaceutical, power generation, pulp and paper, utilities, mining and
general manufacturing sectors. Our services to these clients include planning,
engineering and project management. We also provide specialty services including
occupational health and safety (industrial hygiene and prestart operator safety
reviews), system integration, instrumentation and control, electrical energy and
power management, facility planning and design, industrial engineering,
logistics, material handling and commissioning. Projects range from the design
of pilot versions of new processes to the design, process verification,
equipment and materials procurement and project management for the construction
of entire industrial plants. Our bio/pharmaceutical group provides solutions to
companies involved in the discovery, research and development and manufacturing
of a wide range of pharmaceutical and biotechnology products.

                                                                         Page 11

<PAGE>

TRANSPORTATION MARKET SEGMENT

Stantec offers coordinated solutions for the safe and efficient movement of
people, vehicles, aircraft and goods. Our core services include project
management, planning and engineering, which we provide through three practice
areas: Transportation Planning & Traffic Engineering, Transportation
Infrastructure and Infrastructure Management & Pavement Engineering. Services
include: transportation master plans for communities and airports;
transportation investment studies; design of new and upgraded airport
facilities, such as terminals, runways and taxiways; transit facilities, such as
bus and light rail transit systems; new and upgraded bridges; urban roadways;
freeways; interchanges; rural highways; and rail systems. Our specialty services
include simulation modeling, a comprehensive understanding of transportation
demand and supply management principles, extensive use of a range of life cycle
cost and statistical analysis techniques and public consultation and
environmental assessment skills in developing practical, cost-effective,
long-term infrastructure facility plans with broad public support.

A key feature of Stantec's Transportation services is our expertise in
integrated infrastructure/asset management systems and decision-support tools.
Our Infrastructure Management & Pavement Engineering practice area includes
transportation and bridge engineers, roadway and bridge inspection specialists,
infrastructure management specialists, geographic information system (GIS)
specialists and software specialists. This team designs, develops and implements
integrated infrastructure/asset management systems and work management
applications for pavement, bridges, right-of-way features, water, wastewater,
storm water, utilities and other assets. These systems allow governments to
prioritize and to optimize the use of available funds through efficient and
cost-effective planning for public works maintenance, rehabilitation and capital
projects.

Our clients in this market segment are primarily public sector agencies,
transportation authorities and commercial and institutional clients.

URBAN LAND MARKET SEGMENT

Services in this market segment include planning, engineering, surveying,
project management and landscape architecture services. These services are
provided principally to the land development and real estate industries.
Services are delivered through four practice areas: Planning & Landscape
Architecture, Urban Land Engineering, Surveys/Geomatics and Quality
Control/Assurance. We assist our urban land clients through the entire land
development process providing services from the initial master plan development
to project management of the construction of the infrastructure. Services
include or relate to conceptual plans, zoning approval of design infrastructure,
transportation planning, traffic engineering, landscape architecture, urban
planning, design construction review and surveying.

ACQUISITIONS

The following list summarizes acquisitions made by Stantec during its three most
recently completed financial years:

<TABLE>
<CAPTION>
YEAR      BUSINESS ACQUIRED                      NATURE OF BUSINESS
- ----      -----------------                      ------------------
<S>   <C>                         <C>
2004  The Sear-Brown Group, Inc.  Provides engineering, planning, and architectural
                                  services in New York, Ohio, Pennsylvania and Puerto
                                  Rico

2004  GBR Architects Limited      Provides architectural design services in Manitoba

2004  Dunlop Architects Inc.      Provides architectural design services in Ontario
</TABLE>

                                                                         Page 12

<PAGE>

<TABLE>
<CAPTION>
YEAR      BUSINESS ACQUIRED                        NATURE OF BUSINESS
- ----      -----------------                        ------------------
<S>   <C>                         <C>
2004  Shaflik Engineering Ltd.    Provides electrical engineering services specializing
      (asset purchase)            in traffic and sport facility lighting

2003  Ecological Services Group   Provides environmental management services in
      Inc.                        Ontario

2003  APAI Architecture Inc.      Provides architectural design services in British
                                  Columbia

2003  Optimum Energy Management   Provides engineering management consulting services
      Inc. (asset purchase)       in Alberta

2003  Inner Dimension Design      Provides interior design services in Saskatchewan
      Associates Inc. (asset
      purchase)

2002  McCartan Consulting Ltd.    Provides mechanical engineering services in
                                  Saskatchewan

2002  Webster & Simmonds          Provides surveying services in Ontario
      Surveying Ltd.

2002  Cosburn Patterson Mather    Provides engineering and planning services
      Limited                     specializing in the land development and real estate
                                  industry in Ontario

2002  GKO Design Consultants Inc. Provides consulting services specializing in energy,
                                  resources, chemicals and pharmaceuticals in Alberta

2002  M.R.S.F.M. Holdings Ltd.    Provides civil and structural engineering consulting
      (Graeme & Murray            services in British Columbia
      Consultants Ltd.)

2002  GeoViro Engineering Ltd.    Provides environmental consulting services in British
                                  Columbia

2002  Site Consultants, Inc.      Provides civil and environmental engineering, land use
                                  planning and surveying services in North Carolina

2002  English Harper Reta         Provides architectural design services in California
      Architects

2002  The RPA Group Limited       Provides project management services in Ontario,
                                  Alberta and British Columbia

2002  Beak International          Provides specialist environmental consulting services
      Incorporated                in Ontario
</TABLE>

We expect that the number of acquisitions we complete will fluctuate from time
to time because of the availability of suitable firms on terms acceptable to
Stantec. In addition, at any given time we may be focusing our efforts on
integrating previously acquired firms, which will reduce our acquisition
activity.

Generally Stantec seeks to acquire firms with 50 or more employees which will
compliment one of our existing practice areas or regions or which add a new
practice area or regional presence. We consider smaller acquisitions in markets
in which we have existing operations.

                                                                         Page 13

<PAGE>

Stantec has experienced internal growth when existing clients of newly acquired
firms are offered the additional services that Stantec provides. Similarly,
acquired firms' services are cross-marketed to Stantec's existing clients.
Stantec achieves moderate cost savings through the sharing of administrative
overhead, such as payroll services, the sharing of office facilities, if
possible, and the provision of group insurance and centralized financing which
can generally be provided at lower rates than smaller firms can obtain.

RESEARCH AND DEVELOPMENT

Stantec generally conducts research and development in the context of a client's
specific project requirements. Most research and development is conducted in the
areas of infrastructure evaluation and management systems, hydraulic modeling of
water and wastewater systems, pavement evaluation and management systems and
wastewater treatment.

INTELLECTUAL PROPERTY

Stantec relies primarily upon trade secret laws to protect its proprietary
rights in its specialized technologies. There can be no assurance that the
protection provided to its proprietary technology by the laws of foreign
jurisdictions would be substantially similar to the remedies available to
Stantec under the laws of Canada and the United States.

Employees As at December 31, 2004, Stantec had approximately 4350 staff. This
total staff number is comprised of 2150 professionals, 1550 technologists and
technicians and 650 support personnel.

Stantec is a knowledge-based organization and is always seeking talented and
skilled professionals in all of its specialist practice areas. Since the supply
of qualified candidates at times is limited, Stantec uses various recruitment
strategies to address those needs. Examples of our recruitment strategies
include an employee referral bonus program, website job postings, career fairs,
student programs and the ability to offer geographic mobility.

COMPETITIVE CONDITIONS

Stantec works in highly competitive markets and has numerous competitors for all
of the services it offers. The number and identity of competitors varies widely
with the type of service we provide. Moreover, for small to medium sized
projects, Stantec competes with many engineering, architectural and other
professional consulting firms. With larger projects, there are fewer but still
many competitors, however some of these competitors have greater financial and
other resources than those of Stantec. While Stantec competes with other large
private and public companies in certain geographic locations, Stantec's primary
competitors are smaller privately held regional firms in the United States and
Canada.

We believe that our operating structure, our enterprise systems and the breadth
of our professional services differentiate us from other engineering,
architecture and professional consulting firms. Furthermore, our focus on small
to midsize projects distinguishes us from some larger competitors.

                                                                         Page 14

<PAGE>

The principal competitive factors in the services we offer are: reputation
experience; breadth and quality of services; technical proficiency; local
offices; competitive total project fees; and service delivery. Given the
expanding demand for the services we provide, it is likely that additional
competitors will emerge. Notwithstanding this increased competition, we believe
that we will retain the ability to compete effectively with our competition
because of our strengths and expertise in engineering, architecture and related
professional services.

Stantec serves many diverse clients in both the private and public sectors. We
seek to establish ongoing relationships with clients that are likely to produce
repeat business. Stantec is not dependent on any one client or group of clients
for its business. No single client represents more than 5% of total revenue.

Stantec offers a range of pricing structures to its clients but primarily offers
its services based on either a fixed or variable fee contract with a ceiling or
a time-and-material contract without a stated ceiling. Stantec secures its
assignments primarily based on its expertise and contacts, and sometimes on a
competitive bidding process.

SOCIAL OR ENVIRONMENTAL POLICIES

Stantec has adopted an Environment, Health and Safety policy, which provides
that Stantec will carry out the following:

      -     Strive to identify, assess and manage the environmental aspects and
            impacts associated with the services and products provided by
            Stantec;

      -     Strive to identify and manage the environmental, health and safety
            risks and hazards to which Stantec's employees are exposed;

      -     Help Stantec's employees develop an awareness and understanding of
            the environment, health and safety issues relevant to their work;

      -     Strive to comply with legislation, regulations and appropriate
            industry standards;

      -     Monitor and enhance the program through inspections, audits,
            reviews, investigations, corrective actions and other processes; and

      -     Encourage internal and external communication regarding
            environmental, health and safety issues.

Stantec has included this policy in its Environment, Health and Safety manual.
The manual sets out a detailed process for ensuring that all employees are
familiar with the policy and that appropriate individuals within Stantec
regularly review environment, health and safety matters.

FOREIGN OPERATIONS

Stantec conducts a portion of its business outside of North America.
Specifically, foreign operations included projects undertaken in the Caribbean
(primarily in Barbados but also in Trinidad, Tobago, Antigua, Belize and Peurto
Rico), in Asia (China, India and Korea), in South America (Peru, Brazil, Bolivia
and Columbia) and in other locations (Cyprus, UAE, Madagascar, Kenya and
Pakistan). Such operations accounted for one percent of Stantec's revenues in
2004. Some of this work involves political risk, contracts with foreign clients
and working under foreign legal systems.

                                                                         Page 15

<PAGE>

DIVIDEND POLICY

Stantec currently has no plans to pay dividends on its Common Shares. Instead,
Stantec plans to reinvest its net income to continue its corporate strategy of
growth. The payment of dividends on Common Shares in the future will depend on
the need of Stantec to finance growth, the financial condition of Stantec and
other factors which the Board of Directors may consider appropriate in the
circumstances.

RISK FACTORS

Like all professional services firms in the infrastructure and facilities
industry, Stantec is exposed to a number of risks in carrying out the day-to-day
activities of our operations. These operating risks include the following:

POTENTIAL CANCELLATION OF CLIENT ORDERS AND PROJECTS

This is an operational risk to Stantec because cancelled orders and projects
negatively impact Stantec's revenues and overall profitability.

OUR ABILITY TO COMPLETE PROJECTS ON SCHEDULE AND WITHIN BUDGET

Stantec often provides its services to clients based on a fixed fee or variable
fee contract with a ceiling. If Stantec is unable to complete a project within
the agreed upon fee structure then the overall profitability of the project is
reduced. Projects not completed on schedule reduce profitability because
personnel must continue to work on the project longer than anticipated, which
may prevent them from pursuing and working on new projects. Projects that are
over budget or not on schedule can also lead to client dissatisfaction.

OUR CLIENT'S SATISFACTION WITH THE QUALITY OF OUR SERVICES

Client dissatisfaction is an operational risk to Stantec because such
dissatisfaction may lead to law suits, a failure or delay in payment for our
services or a reduced likelihood of receiving further work from the client.

POTENTIAL LITIGATION THROUGH EXPOSURE TO THIRD-PARTY CLAIMS

Stantec's operations are subject to the risk of third-party claims in the normal
course of its business, some of which may be substantial. Although we believe
that we have made adequate arrangements for insuring against these risks, there
is no assurance that these arrangements will sufficiently finance any particular
claim or claims. Moreover, Stantec may become subject to liability that cannot
be insured against or against which Stantec may choose not to insure because of
high premium costs or for other reasons.

COMPETITION FOR NEW CONTRACTS, INCLUDING PRICING PRESSURES

Stantec works in highly competitive markets and has numerous competitors for all
of the services it offers. The number and identity of competitors varies widely
with the type of service we provide. Moreover, for small to medium sized
projects, Stantec competes with many engineering, architectural and other
professional consulting firms. With larger projects, there are fewer but still
many competitors, however some of these competitors have greater financial and
other resources than those of Stantec. While Stantec competes with other large
private and public companies in certain geographic locations, Stantec's primary
competitors are smaller privately held regional firms in the United States and
Canada.

                                                                         Page 16

<PAGE>

ECONOMIC FACTORS THAT IMPACT THE ABILITY OF CLIENTS TO CONTRACT FOR OUR SERVICES

Adverse economic factors may require clients to reduce their capital budgets,
which, in turn, may reduce the amount of money they spend on Stantec's services.
This factor reduces Stantec's revenues and overall profitability.

AVAILABILITY OF QUALIFIED STAFF AND PERSONNEL

The shortage of available staff and personnel negatively affects Stantec's
ability to secure projects and also negatively affects Stantec's ability to
complete existing projects.

QUALITY OF OUR CLIENTS AND THEIR CREDIT RISK

If some of our clients are of a lesser quality and are a credit risk, it
increases the likelihood that they will not pay us for our services, or will
delay paying for our services. In addition, these types of clients are more
likely to bring claims against us and they have a higher tendency toward
dissatisfaction with the services we provide.

RISKS ASSOCIATED WITH WORKING IN INTERNATIONAL LOCATIONS

As a result of Stantec conducting a portion of its business in international
locations, it is subject to political risks, contracts with foreign clients, and
working under foreign legal systems.

We mitigate our operating risks through our business strategy and other
protective measures. As mentioned previously, our three-dimensional business
model of geographic, practice area and project life cycle diversification
minimizes our dependency on any particular geographic area, industry or economic
sector for our income. Stantec also mitigates risk by entering into a diverse
range of contracts with a wide range of fee amounts.

To address the risk of competition for qualified personnel and to maintain our
ability to attract and retain staff, we offer a number of employment incentives,
including training programs, employee share ownership (for Canadian employees)
and opportunities for professional development and enhancement, along with
compensation plans that we believe to be innovative, flexible and designed to
reward top performance.

Stantec also maintains insurance coverage for its operations, including policies
covering general liability, automobile liability, environmental liability,
workers' compensation and employers' liability, directors' and officers'
liability and professional liability insurance. The maximum coverage under our
professional liability policy is generally $35 million per claim and per annum,
with a per claim deductible of $500,000 and an aggregate excess deductible of
$2.5 million. In September 2003, Stantec established a regulated captive
insurance company to insure and fund the payment of any professional liability
self-insured retentions related to claims arising after August 1, 2003. We, or
our clients, also obtain project-specific insurance for designated projects from
time-to-time. In addition, we invest resources in a Risk Management team
dedicated to providing company-wide support and guidance on risk avoidance and
professional practices and procedures. One such practice is to carry out select
client evaluations, including credit risk appraisals, before entering into
contract agreements in order to reduce the risk of non-payment for our services.

We have a comprehensive project manager training program aimed at skill
development in risk mitigation, project planning, quality control and assurance,
and financial administration, among other project management responsibilities.
We believe that improved project management across our operations will increase
our ability to deliver projects on schedule and within budget.

                                                                         Page 17

<PAGE>

As well, we believe our experience and knowledge in conducting business outside
North America help us mitigate the risks of undertaking international projects.
This work involves political uncertainties, contracts with foreign clients and
operating under foreign legal systems.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of Stantec consists of an unlimited number of
preferred shares, issuable in series (the "Preferred Shares"), and an unlimited
number of Common Shares of which, as at December 31, 2004, no Preferred Shares
and 18,871,085 Common Shares have been issued and are outstanding. The material
rights, privileges, restrictions and conditions attached to the Preferred Shares
and the Common Shares are summarized below.

PREFERRED SHARES

The Preferred Shares may be issued in one or more series, each series to consist
of such number of shares and to have such rights, privileges, restrictions and
conditions as may, before the issue thereof, be determined by the board of
directors of Stantec. The holders of the Preferred Shares as a class are not
entitled to receive notice of or to attend any meeting of the shareholders of
Stantec and are not entitled to vote at any such meeting, except to approve
amendments to the terms of the Preferred Shares as a class or as required by
law. Each series of Preferred Shares will rank pari passu with each other series
of Preferred Shares with respect to the entitlement to dividends or distribution
of assets in the event of the liquidation, dissolution or winding-up of Stantec.
The Preferred Shares as a class rank ahead of the Common Shares with respect to
entitlement to dividends and distribution of assets in the event of the
liquidation, dissolution or winding-up of Stantec.

COMMON SHARES

The holders of Common Shares are entitled to receive, as and when declared by
the board of directors of Stantec, dividends in such amount and in such form as
the board of directors of Stantec may from time to time determine. The holders
of the Common Shares are entitled to receive notice of and to attend all
meetings of shareholders of Stantec and have one vote for each Common Share held
at all such meetings, except for meetings at which only holders of another
specified class or series of shares of Stantec are entitled to vote separately
as a class or series. The Common Shares rank behind the Preferred Shares with
respect to entitlement to dividends and distribution of assets in the event of
liquidation, dissolution or winding-up of Stantec.

                                                                         Page 18

<PAGE>

MARKET FOR SECURITIES

Stantec's Common Shares are listed for trading on the Toronto Stock Exchange
under the symbol "STN." The trading information for the period from January 1,
2004 to December 31, 2004 is set out below:

   <TABLE>
   <CAPTION>
  Month            High ($)         Low ($)       Volume*
  -----            --------         -------       -------
<S>                <C>              <C>         <C>
 January             23.5            22.2         285,300
February            27.08           23.35         645,900
  March             27.39            25.2         573,000
  April             29.39           26.56         312,900
   May               28.9              25         298,000
  June              27.95            24.2         471,200
  July              27.15              25         236,700
 August             25.81            20.6         903,400
September           24.39            22.8         410,400
 October             23.9           20.35         359,500
November               25           21.83         474,800
December            26.48           24.25         764,400
                                                5,735,500
</TABLE>

* Volume numbers are rounded to the nearest hundred shares.

AUDIT COMMITTEE INFORMATION

Audit Committee Terms of Reference

The responsibilities and duties of Stantec's Audit Committee are set out in the
Committee's Terms of Reference, the text of which is attached as Appendix II to
this Annual Information Form.

COMPOSITION OF THE AUDIT COMMITTEE

Stantec's Audit Committee is made up of the following three members: William
(Bill) Grace (Chair), John (Jack) Finn and Robert Mesel.

The Board of Directors believes that the composition of the Audit Committee
reflects an appropriate level of financial literacy and expertise. Each member
of the Audit Committee has been determined by the Board to be "independent" and
"financially literate" as such terms are defined under Canadian securities laws.
In addition, the Board has determined that Mr. Grace is an "Audit Committee
Financial Expert" as such term is defined under United States securities laws.
The following is a description of the education and experience of each member of
the Committee that is relevant to the performance of his responsibilities as a
member of the Audit Committee:

Bill Grace is a graduate of the University of Alberta and a Fellow Chartered
Accountant (FCA). During his business career, he served as the chief financial
officer with several Alberta corporations including Chieftain Development Co.
Ltd., R. Angus (Alberta) Limited and Canadian Utilities Limited. From 1988 to
1994, he was a managing partner in the Edmonton office of Price Waterhouse. Bill
is the recipient of several awards including the Alberta Achievement Award from
the Province of

                                                                         Page 19

<PAGE>

Alberta, the Lifetime Achievement Award from the Alberta Institute of Chartered
Accountants and the University of Alberta Alumni Award of Excellence. Bill
currently holds a number of corporate directorships with corporations in
addition to Stantec, including the Forzani Group, Melcor Developments and
several private companies. He is also the independent chairman of the Edmonton
Pipe Industry Pension Trust and Health & Welfare Funds, a director of the Mutual
Fund Dealers Association of Canada and a public Council member of the
Association of Professional Engineers, Geologists and Geophysicists of Alberta.
Bill has been active over the past twenty-five years in numerous community and
professional activities.

E. John (Jack) Finn joined the Stantec Board in 1995 and currently serves on the
Audit Committee. Jack is the retired Chairman of Dorr-Oliver, Inc. a process
engineering and equipment firm. An electrical engineering graduate of Carnegie
Mellon University, Jack's business experience has focused on operations and
general management. He held various executive positions with The Carborundum
Company, Kennecott Corporation and The Standard Oil Company. In addition to
Stantec, Jack is currently a Director of Vodium of Washington, DC and Delicious
Milk Company of New York, NY. Jack also is a Member of the National Association
of Corporate Directors.

Robert R. Mesel, is an experienced business professional with expertise in
business development, administration, accounting, and finance. Prior to his
retirement in 1998, Mr. Mesel was a director and/or trustee for a number of
organizations, including Financial Executives Institute (Northeast Ohio
Chapter), Ohio Council for Economic Education, Greater Cleveland Salvation Army
and Canisius College. Mr. Mesel completed his Bachelor of Business
Administration in accounting at Canisius College, his Masters of Business
Administration at State University of New York, and the advanced management
program at Harvard Business School. He is also the past president of BP
Chemicals Inc. and Chase Brass & Copper Company.

PRE-APPROVAL POLICY

The Audit Committee must pre-approve the audit and non-audit services performed
by the independent auditor in order to ensure that the provision of such
services does not impair the auditor's independence. Unless a type of service to
be provided by the independent auditor has received general pre-approval, it
will require specific pre-approval by the Audit Committee. Any proposed services
exceeding pre-approved cost levels will require specific pre-approval by the
Audit Committee.

                                                                         Page 20

<PAGE>

EXTERNAL AUDITOR SERVICE FEES

Aggregate fees paid to Ernst & Young LLP, Stantec's external auditor, during the
fiscal years ended December 31, 2004 and 2003 were as follows:

<TABLE>
<CAPTION>
    Category        Note    2004     2003
    --------        ----    ----     ----
<S>                 <C>   <C>      <C>
Audit Fees            1   406,000  406,000
Audit-Related Fees    2         -   27,000
Tax Fees              3   448,000  324,000
All Other Fees                  -        -
Total                     854,000  757,000
</TABLE>

      1 - Audit Fees - audit services provided by Ernst & Young LLP for the
      audit and review of our financial statements or services normally provided
      by Ernst & Young LLP in connection with statutory and regulatory filings
      or engagements.

      2 - Audit-Related Fees - assurance and related services provided by Ernst
      & Young LLP that are reasonably related to the performance of the audit or
      review of the financial statements and are not reported under "Audit Fees"
      including consultations concerning our captive insurance company and
      compliance reports related to project contracts.

      3 - Tax Fees - professional services rendered by Ernst & Young LLP for tax
      compliance, tax advice and tax planning, including tax advice relating to
      potential business acquisitions.

DIRECTORS AND OFFICERS

The following tables list the directors and officers of Stantec, their
municipality of residence, as well as their principal occupation within the five
preceding years:

                            DIRECTORS OF STANTEC INC.

<TABLE>
<CAPTION>
        NAME AND
 MUNICIPALITY OF RESIDENCE           PRINCIPAL OCCUPATION          DIRECTOR SINCE
 -------------------------           --------------------          --------------
<S>                           <C>                                  <C>
NEILSON A. "DUTCH" BERTHOLF,  Corporate Director                        1998
JR.(2)
Phoenix, AZ USA

ROBERT J. BRADSHAW(2)         Chairman, Contor Industries Limited       1993
Toronto, ON Canada            (management company)

E. JOHN (JACK) FINN(1)        Corporate Director                        1995
Madison, CT USA

ANTHONY P. FRANCESCHINI       President & CEO of Stantec                1994
Edmonton, AB Canada

WILLIAM D. GRACE(1), (2)      Corporate Director                        1994
Edmonton, AB Canada
</TABLE>

                                                                         Page 20

<PAGE>

<TABLE>
<CAPTION>
        NAME AND
 MUNICIPALITY OF RESIDENCE           PRINCIPAL OCCUPATION          DIRECTOR SINCE
 -------------------------           --------------------          --------------
<S>                           <C>                                  <C>
SUSAN E. HARTMAN(2)           President and CEO of The Hartman          2004
Rochester, NY USA             Group, a management consulting firm

ROBERT R. MESEL(1)            Corporate Director                        2004
Kiawah Island, SC USA

RONALD TRIFFO                 Chairman of the Board of Stantec          1985
Edmonton, AB Canada
</TABLE>

1     member of Audit Committee

2     member of Corporate Governance and Compensation Committee

All directors are re-elected annually. Each of the directors of Stantec has been
engaged for more than five years, in their present principal occupation or in
other capacities with the company or organization (or a predecessor thereof) in
which they currently hold their principal occupation.

                            OFFICERS OF STANTEC INC.

<TABLE>
<S>                                 <C>
NAME AND MUNICIPALITY OF RESIDENCE  PRINCIPAL OCCUPATION

   RONALD TRIFFO
   Edmonton, AB Canada              Chairman of the Board

   ANTHONY P. FRANCESCHINI
   Edmonton, AB Canada              President & CEO

NAME AND MUNICIPALITY OF RESIDENCE  PRINCIPAL OCCUPATION

   DONALD W. WILSON
   St. Albert, AB Canada            Vice President & CFO

   JEFFREY S. LLOYD                 Vice President, Secretary & General
   Edmonton AB Canada               Counsel
</TABLE>

All of the above officers have held their present position or other positions
within Stantec for the past five years.

As at March 1, 2005, as a group the directors and officers of Stantec held,
either directly or indirectly, or exercised control over 62,658 of the voting
shares (Common Shares) of Stantec.

LEGAL PROCEEDINGS

      1.    Celanese Canada Inc. - Stantec is named as one of 12 defendants in
            an action issued on June 19, 2003 by Celanese Canada Inc. and
            Celanese Ltd. in the Ontario Superior Court of Justice. The
            following parties are named as defendants: Murray Demolition Corp.;
            Canadian Bearings Ltd.; Farrokh Khalili; Abra Projects Ltd.; Gerry
            Hamaliuk; Usher Canada, Limited; Caltech Design Inc.; Aphex Imaging
            Inc.; Hossein Banijamali; Canadian Petroleum Processing & Equipment
            Inc.; Stantec Consulting Ltd.; and Zayanderhood Petrochemical
            Company.

                                                                         Page 22

<PAGE>

            Stantec was retained by one of the other Defendants (Caltech Design
            Inc. - based in Calgary) to provide detailed design engineering and
            project management services without construction phase services in
            relation to decommissioning of Celanese's Edmonton Vinyl Acetate
            Monomer Plant. Stantec has been named in Celanese's $110 million
            suit for alleged breach of proprietary information/technology and
            alleged breach of confidentiality agreements. Celanese claims that
            some or all of the Defendants misappropriated, without permission,
            Celenese's property and proprietary information. Stantec's role was
            as a subconsultant to Caltech providing professional consulting
            services only. Stantec denies any wrongdoing. Stantec has agreed to
            an interim settlement with Celanese regarding disclosure of all
            materials in Stantec's possession relating to the project in
            question. It is Stantec's view that there is no merit to Celanese's
            claims as against Stantec. While Stantec contests the allegations
            made, no Statement of Defense has been required of Stantec to date.
            The litigation is being case-managed.

      2.    Valerie Parris - Sear-Brown, a company acquired by Stantec in April
            2004, provided design services for a roadway in New York State. A
            multi-vehicle accident occurred on the roadway on November 28, 2001.
            Ms. Parris advanced a civil claim in New York State on or about
            December 1, 2003 alleging, among other things, negligence in the
            design and construction of the roadway. Ms. Parris alleges that as a
            result of the accident, Alonzo Raynard Parris sustained fatal
            injuries and his son, Raynard Paris sustained injury and mental
            distress. Sear Brown is one of a number of Defendants in the legal
            proceeding. Damages sought total $43 million. Sear-Brown's insurer
            has responded to the claim. The allegations against Sear-Brown have
            been denied and are being contested.

In addition to the claims noted above, Stantec has other claims and suits
pending, both by and against Stantec. These are normal and typical to the
industries in which Stantec operates. Where appropriate, these claims have been
reported to Stantec's and its predecessors' insurers who are in the process of
adjusting and/or defending them. None are expected to have a material effect on
the financial position of Stantec.

TRANSFER AGENT

CIBC Mellon Trust Company is the transfer agent for Stantec at its offices in
Calgary, Alberta and Toronto, Ontario.

MATERIAL CONTRACTS

Stantec did not enter into any material contracts outside of the ordinary course
of business in 2004. Stantec considers the acquisition of professional services
firms to be in the ordinary course of business.

INTERESTS OF EXPERTS

Stantec's auditors are Ernst & Young LLP, 1800 Scotia 2, Scotia Place, 10060
Jasper Avenue, Edmonton, Alberta, T5J 3R8. Stantec's consolidated financial
statements as at December 31, 2004 and for the year then ended have been filed
under National Instrument 51-102 in reliance on the report of Ernst & Young LLP,
independent Chartered Accountants, given their authority as experts in auditing
and accounting. As at March 30, 2005, the partners of Ernst & Young LLP did not
own any Stantec Inc. Common Shares.

                                                                         Page 23

<PAGE>

ADDITIONAL INFORMATION

Upon request being made by any person to the secretary of Stantec, Stantec shall
provide to that person the following:

      a)    When the securities of Stantec are in the course of a distribution
            pursuant to which a short form prospectus or a preliminary short
            form prospectus has been filed in respect of a distribution of its
            securities:

            i)    One copy of this Annual Information Form, together with one
                  copy of any document or the pertinent pages of such documents
                  incorporated by reference therein;

            ii)   One copy of Stantec's comparative financial statements for the
                  most recently completed financial year for which financial
                  statements have been filed, together with the accompanying
                  report of the auditor, and one copy of any interim financial
                  statements of Stantec that have been filed, if any, for any
                  period subsequent to the financial statements for the most
                  recently completed financial year;

            iii)  One copy of the Management Information Circular of Stantec in
                  respect of the most recent annual meeting of shareholders
                  which involved the election of directors; and

            iv)   One copy of any other documents that are incorporated by
                  reference into the preliminary short form prospectus or the
                  short form prospectus that are not required to be provided
                  under (i) to (iii) above; or

      b)    At any other time, one copy of any other documents referred to in
            (a)(i), (ii), and (iii) above. Stantec may require the payment of a
            reasonable charge if the request is made by a person who is not a
            security holder of Stantec.

Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of Stantec's securities, options to purchase
securities and interests of insiders in material transactions, where applicable,
is contained in Stantec's Information Circular for the most recent Annual
Meeting of Shareholders which involved the election of directors. Information
with respect to Stantec's public securities filings are available on the SEDAR
website at www.sedar.com. Additional financial information is provided in
Stantec's comparative financial statements and management's discussion and
analysis for the most recently completed financial year.

Edmonton, Alberta                                               JEFFREY S. LLOYD
March 30, 2005                                                  Secretary

                                                                         Page 23

<PAGE>

APPENDIX I

                                   [PICTURE]

<PAGE>

APPENDIX II

[SENTEC LOGO]     Stantec Inc.
                  Audit Committee - Terms of Reference (Mandate)

A.    OVERVIEW AND PURPOSE

      The Audit Committee (the "Committee") is appointed by, and responsible to
      the Board of Directors (the "Board"). The Committee approves, monitors,
      evaluates, advises and makes recommendations, in accordance with these
      terms of reference, on matters affecting the external and internal audits,
      risk management matters and the financial reporting and accounting control
      policies and practices of the Corporation.

B.    MEMBERSHIP & ATTENDANCE AT MEETINGS

      1.    The members of the Committee shall be composed of three unrelated
            and independent directors, appointed by the Board, all of whom must
            be financially literate and at least one member shall have
            accounting or related financial management expertise. For greater
            clarity, an unrelated independent director is one who is not
            affiliated with the Corporation and does not received any fee of any
            kind from the Corporation, other than fees related to being a
            director.

      2.    The Chair of the Committee shall be designated by the Board.

      3.    Attendance by invitation at all or a portion of Committee meetings
            is determined by the Committee Chair or its members, and would
            normally include the CFO of the Corporation, representatives of the
            external auditor and such other officers or support staff as may be
            deemed appropriate.

C.    DUTIES AND RESPONSIBILITIES

      The following outlines the duties and responsibilities of the Committee
      and should be read in conjunction with the annual workplan attached hereto
      as Appendix A.

      1.    Review, and recommend to the Board for approval, the annual audited
            financial statements.

      2.    Review, and recommend to the Board for approval, the following
            public disclosure documents:

            (a)   the financial content of the annual report;

            (b)   the annual management information circular and proxy
                  materials;

            (c)   the annual information form, including any regulatory
                  requirements for audit committee reporting obligations; and

                                                                         Page 26

<PAGE>

            (d)   the management discussion and analysis section of the annual
                  report.

      3.    Review and, if appropriate, authorize the release of the quarterly
            unaudited financial statements including management's discussion and
            analysis, the quarterly interim report to shareholders and the
            quarterly press release on earnings of the Corporation. However, in
            the event that there is a significant or extraordinary matter that,
            in the opinion of the Committee, should be reviewed by the Board
            before the release of such information, then the matter shall be
            referred to the Board for review.

      4.    Review, and recommend to the Board for approval, all annual
            financial statements, reports of a financial nature, (other than
            quarterly unaudited financial statements), and the financial content
            of prospectuses or any other reports which require approval by the
            Board prior to submission thereof to any regulatory authority.

      5.    Review the CEO and CFO certification of annual and interim
            disclosure as required by the regulatory authorities.

      6.    Discuss with management the Corporation's major financial risk
            exposures and the steps management has taken to monitor and control
            such exposures, including the Corporation's risk assessment and risk
            management policies.

      7.    Review with management on an annual basis, the Corporation's
            obligations pursuant to guarantees that have been issued and
            material obligations that have been entered into, and the manner in
            which these guarantees and obligations have been, or should be,
            disclosed in the financial statements.

      8.    Review and assess, in conjunction with management and the external
            auditor, at lease annually or on a quarterly basis where appropriate
            or required:

            (a)   the appropriateness of accounting policies and financial
                  reporting practices used by the Corporation, including
                  alternative treatments that are available for consideration;

            (b)   any significant proposed changes in financial reporting and
                  accounting policies and practices to be adopted by the
                  Corporation;

            (c)   any new or pending developments in accounting and reporting
                  standards that may affect or impact on the Corporation; and

            (d)   the key estimates and judgements of management that may be
                  material to the financial reporting of the Corporation.

      9.    Assess the performance and consider the annual appointment of
            external auditor for recommendation to the Board for ultimate
            recommendation for appointment by the shareholders.

      10.   Review, approve and execute the annual engagement letter with the
            external auditor, and ensure there is a clear understanding between
            the Board, the Committee, the external auditor and management that
            the external auditor reports directly to the shareholders and the
            Board through the Committee. The terms of the engagement letter
            should include, but not limited to the following:

                                                                         Page 27

<PAGE>

            (a)   staffing;

            (b)   objectives and scope of the external audit work;

            (c)   materiality limits;

            (d)   audit reports required;

            (e)   areas of audit risk;

            (f)   timetable; and,

            (g)   the proposed fees.

      11.   Obtain and review a report from the external auditor at least
            annually regarding the auditor's independence and the profession's
            or audit firm requirements regarding audit partner rotation.

      12.   Approve, before the fact, the engagement of the external auditor for
            all non-audit services and the fees for such services, and consider
            the impact on the independence of the external audit work of fees
            for such non-audit services.

      13.   Review all fees paid to the external auditor for audit services and,
            if appropriate, recommend their approval to the Board.

      14.   Receive an annual certification from the external auditor that they
            participate in the public oversight program established by the
            Canadian Public Accountability Board (CPAB) and that they are in
            good standing with the CPAB.

      15.   Receive and resolve any disagreements between management and the
            external auditor regarding all aspects of the Corporation's
            financial reporting.

      16.   Review with the external auditor the results of the annual audit
            examination including, but not limited to, the following:

            (a)   any difficulties encountered, or restrictions imposed by
                  management, during the annual audit;

            (b)   any significant accounting or financial reporting issues;

            (c)   the auditor's evaluation of the Corporation's system of
                  internal accounting controls, procedures and documentation;

            (d)   the post-audit or management letter containing any findings or
                  recommendations of the external auditor including management's
                  response thereto and the subsequent follow-up to any
                  identified internal accounting control weaknesses; and

            (e)   any other matters which the external auditor should bring to
                  the attention of the Committee.

      17.   Meet with the external auditor at every meeting of the Committee or
            as requested by the auditor, without management representatives
            present; and to meet with management, at least annually or as
            requested by management, without the external auditor present.

                                                                         Page 28

<PAGE>

      18.   Obtain reasonable assurance, by discussions with and reports from
            management, the external auditor and the internal auditors (where
            applicable), that the accounting systems are reliable and that the
            system of internal controls is effectively designed and implemented.

      19.   At least annually, request the external auditor to provide their
            views on the quality (not just the acceptability) of the
            Corporation's annual and interim financial reporting. Such quality
            assessment should encompass judgements about the appropriateness,
            aggressiveness or conservatism of estimates and elective accounting
            principles or methods and judgements about the clarity of
            disclosures.

      20.   When there is to be a change in the external auditor, review all
            issues related to the change, including the information to be
            included in the notice of change of auditor called for under
            National Policy 31 and the planned steps for an orderly transition.

      21.   Review any litigation, claim or other contingency, including tax
            assessments, that could have a material effect upon the financial
            position or operating results of the Corporation, and the manner in
            which these matters have been disclosed in the financial statements.

      22.   Review on a periodic basis the need for an internal audit function
            and assess the control systems in place that mitigate the need for
            an internal audit function.

      23.   Review annually, or as required, the appropriateness of the system
            of internal controls and approval policies and practices concerning
            the expenses of the officers of the Corporation, including the use
            of the Corporation's assets.

      24.   Review and approve, on a quarterly after-the-fact basis, the expense
            accounts of the Board Chair and the Chief Executive Officer of the
            Corporation.

      25.   On an annual basis, review the adequacy of the Corporation's
            insurance program.

      26.   Review, as required, any claims of indemnification pursuant to the
            by-laws of the Corporation.

      27.   Engage independent counsel and other advisors as may be deemed or
            considered necessary, and determine the fees of such counsel and
            advisors.

      28.   In accordance with the Corporation's Whistle Blower Policy -
            Complaint Resolution Process, review and determine the disposition
            of any complaints received under the policy.

      29.   Review and determine the disposition of any complaints received from
            shareholders or any regulatory body.

      30.   Conduct an annual assessment of the effectiveness of the Committee
            and provide a report thereon to the Board.

      31.   Review and approve the Corporation's hiring policies regarding
            employees and former employees of the present and former external
            auditors of the Corporation.

                                                                         Page 29

<PAGE>

      32.   Request such information and explanations in regard to the accounts
            of the Corporation as the Committee may consider necessary and
            appropriate to carry out its duties and responsibilities.

      33.   Consider any other matters which, in the opinion of the Committee or
            at the request of the Board, would assist the directors to meet
            their responsibilities.

      34.   Review annually the terms of reference for the Committee and to
            recommend any required changes to the Board.

      35.   Provide reports and minutes of meetings to the Board.

D.    MEETINGS

      1.    Regular meetings of the Committee are held at least four times each
            year.

      2.    Meetings may be called by the Committee Chair or by a majority of
            the Committee members, and usually in consultation with management
            of the Corporation.

      3.    Meetings are chaired by the Committee Chair or, in the Chair's
            absence, by a member chosen by the Committee from among themselves.

      4.    A quorum for the transaction of business at any meeting of the
            Committee is a majority of the appointed members.

      5.    The Secretary of the Corporation shall provide for the delivery of
            notices, agendas and supporting materials to the Committee members
            at least five (5) days prior to the meeting except in unusual
            circumstances.

      6.    Meetings may be conducted with members present, or by telephone or
            other communications facilities which permit all persons
            participating in the meeting to hear or communicate with each other.

      7.    A written resolution signed by all Committee members entitled to
            vote on that resolution at a meeting of the Committee is as valid as
            one passed at a Committee meeting.

      8.    The Secretary of the Corporation shall be the secretary for the
            Committee and shall keep a record of minutes of all meetings of the
            Committee.

      9.    Minutes of the meetings of the Committee shall be distributed by the
            Secretary of the Corporation to all members of the Committee within
            seven (7) working days of each meeting, and shall be submitted for
            approval at the next regular meeting of the Committee.

                                                                         Page 30

<PAGE>

APPENDIX A TO APPENDIX II

STANTEC INC.                    AUDIT COMMITTEE - ANNUAL WORKPLAN

<TABLE>
<CAPTION>
                                                                                  MEETING #1  MEETING #2   MEETING #3   MEETING #4
TERMS OF                                                                            AFTER       AFTER        AFTER        AFTER
REFERENCE                                                                          YEAR END     END OF       END OF       END OF
SECTION C                                                                         COMPLETION  1ST QUARTER  2ND QUARTER  3RD QUARTER
- ---------  ---------------------------------------------------------------------  ----------  -----------  -----------  -----------
<S>        <C>                                                                    <C>         <C>          <C>          <C>
    1      Review annual audited financial statements                                 X
   2(a)    Review financial content of annual report                                  X
   2(b)    Review management information circular and proxy materials                 X
   2(c)    Review annual information form including AC reporting obligations          X
   2(d)    Review MD&A section of annual report                                       X                                     X
    3      Review quarterly financial statements & news release                       X            X           X            X
    4      Review financial content of prospectuses & regulatory reports                             As Required
    5      Review CEO & CFO certification of annual & interim disclosure as           X            X           X            X
           required by regulatory authorities
    6      Review/assess significant business risks & uncertainties                   X
    7      Review operating company guarantees                                        X*                                    X
   8(a)    Review/assess accounting policies & financial reporting                    X
   8(b)    Review/assess significant financial reporting issues                       X
   8(c)    Review/assess developments in accounting/reporting standards               X            X           X            X
   8(d)    Review/assess key management estimates & judgments                         X
    9      Assess auditors' performance/consider annual appointment                   X
    10     Review & approve external audit plan, terms of engagement & fee                                     X
    11     Obtain and review report from external auditor at least annually re:       X
           auditor independence and audit partner rotation
    12     Approve engagement of external auditor for non-audit services.                            As Required
    13     Review all fees paid to the external auditors for audit services           X
    14     Receive certification from external auditor re: CPAB                                                X
    15     Receive/resolve disagreements between management and external                            If/As Required
           auditors
    16     Review with external auditor the results of annual audit:
    16        (a) any difficulties or restrictions                                    X
    16        (b) any significant accounting/reporting issues                         X
</TABLE>

                                                                         Page 31

<PAGE>

<TABLE>
<CAPTION>
                                                                                  MEETING #1  MEETING #2   MEETING #3   MEETING #4
TERMS OF                                                                            AFTER       AFTER        AFTER        AFTER
REFERENCE                                                                          YEAR END     END OF       END OF       END OF
SECTION C                                                                         COMPLETION  1ST QUARTER  2ND QUARTER  3RD QUARTER
- ---------  ---------------------------------------------------------------------  ----------  -----------  -----------  -----------
<S>        <C>                                                                    <C>         <C>          <C>          <C>
   16      (c) evaluation of internal controls                                        X
   16      (d) auditors' letter & management response                                 X
   16      (e) other matters brought forward by auditors                              X
   17      Private meeting with auditors                                              X                                      X
   18      Assurance re: accounting systems & internal controls                       X
   19      External auditor discussion on quality of financial reporting              X
   20      Issues related to a change in auditors                                                   If/As Required
   21      Review legal claims/litigation                                             X*                                     X
   22      Review need for internal audit function                                                                           X
   23      Assess controls that mitigate need for internal audit function                                                    X
   24      Review controls & approvals re: officers' expenses                                      X
   25      Review expense accounts of Board Chair and CEO                             X            X            X            X
   26      Review adequacy of insurance program                                                                              X
   27      Review any indemnification claims                                                        If/As Required
   28      Engage independent counsel or advisors                                                   If/As Required
   29      Review complaints regarding controls, financial reporting, etc.                          If/As Required
   30      Conduct assessment of effectiveness of Committee                                        X
   31      Review and approve hiring policy re: audit staff                                                     X
   32      Request such information and explanations considered necessary to                        If/As Required
           carry out its duties and responsibilities
   33      Consider other matters which would assist directors in meeting their                     If/As Required
           responsibilities
   34      Review Terms of Reference                                                               X
   35      Provide reports and minutes of meetings to the Board                                     As Required
</TABLE>

* Update if any changes.

                                                                         Page 32

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.95
<SEQUENCE>78
<FILENAME>t17577exv99w95.txt
<DESCRIPTION>EX-99.95
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

STANTEC ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

EDMONTON AB (MAY 30, 2005) TSX:STN

Stantec Inc. announced today that a Notice of Intention to renew a Normal Course
Issuer Bid has been filed with, and accepted by, the Toronto Stock Exchange,
pursuant to which Stantec may purchase up to 946,705 of its common shares,
representing approximately 5% of the shares. Stantec had a total of 18,934,119
common shares outstanding as at May 16, 2005. The purchases may commence on June
1, 2005, and will terminate on May 31, 2006 or on such earlier date as Stantec
may complete its purchases pursuant to the Notice of Intention. Stantec will
make the purchases in accordance with the rules and policies of the exchange,
and the prices that Stantec will pay for any common shares will be the market
price of such shares at the time of acquisition. Stantec will make no purchases
of common shares other than open-market purchases.

Stantec believes that, from time to time, the market price of its common shares
does not fully reflect the value of its business and its future business
prospects. As a result, Stantec believes at such times that its outstanding
common shares represent an attractive investment and an appropriate and
desirable use of its available funds. Stantec also believes that the purchase of
its common shares may be advisable, periodically, to offset the dilution
resulting from the exercise of options and the dilution that occurs as a result
of common shares issued in connection with acquisitions. Any common shares
purchased by Stantec will be cancelled. As at May 16, 2005, pursuant to its
normal course issuer bid in place since June 1, 2004, Stantec has purchased
104,700 common shares at an average price of C$22.95 per share.

STANTEC provides comprehensive professional services in planning, engineering,
architecture, interior design, landscape architecture, surveying and geomatics,
environmental sciences project management, and project economics. The Company
supports clients at every stage, from initial concept and financial feasibility
to project completion and beyond. Services are offered through more than 4,000
employees operating out of 50 locations in North America and the Caribbean.
Stantec trades on the Toronto Stock Exchange under the symbol STN.

Media Contact                  Investor Contact
Jay Averill                    Simon Stelfox
Media Relations                Investor Relations Manager
Stantec                        Stantec
Tel: 780-917-7441              Tel: 780-917-7288

                                                                     STANTEC.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.96
<SEQUENCE>79
<FILENAME>t17577exv99w96.txt
<DESCRIPTION>EX-99.96
<TEXT>
<PAGE>

                                  STANTEC INC.

                               NOTICE OF INTENTION
                                    TO MAKE A
                            NORMAL COURSE ISSUER BID

      Stantec Inc. ("Stantec") intends to purchase through the facilities of the
Toronto Stock Exchange ("TSX") certain of its outstanding common shares (the
"Common Shares") as set out below.

1.    Shares Sought

      Subject to the restrictions described in the next paragraph, the number of
Common Shares purchased in any 30-day period pursuant to this Notice shall not
aggregate more than 378,682 Common Shares (which is 2% of the number of Common
Shares issued and outstanding as at May 16, 2005, namely 18,934,119) and during
the 12-month period shall not exceed 946,705 Common Shares (which is 5% of the
issued and outstanding Common Shares as at May 16, 2005, namely 18,934,119).

2.    Duration

      Stantec may commence purchasing Common Shares pursuant to this Notice on
June 1, 2005 and will terminate such purchases on the earlier of May 31, 2006
and the date on which the maximum number of Common Shares have been purchased
pursuant to this Notice.

3.    Method of Acquisition

      Stantec proposes to purchase for cancellation outstanding Common Shares
which may be available for purchase through the facilities of the TSX. All
purchases will be made in compliance with the by-laws, rules and policies of the
TSX.

      Stantec will make no purchases of Common Shares other than open market
purchases without the approval of the TSX. Stantec may commence purchases of
Common Shares on June 1, 2005, but, in any event, purchases will be made at such
times and in such numbers as determined by Stantec. The price which Stantec will
pay for any Common Shares acquired by it will be the market price of the Common
Shares at the time of acquisition. Stantec intends to finance the purchase price
for the Common Shares purchased by it pursuant to this Notice from its working
capital.

4.    Consideration Offered

      There are no restrictions on the consideration offered by Stantec under
this normal course issuer bid and there are no other restrictions on the issuer
bid.

5.    Reasons for the Normal Course Issuer Bid

      Stantec believes that, at certain times, the market price of its Common
Shares may not adequately reflect the value of its business and its future
business prospects. As a result, Stantec believes that its outstanding Common
Shares may, at such times, represent an attractive investment and an appropriate
and desirable use of its available funds. The purchase of Common Shares may also
be advisable, periodically, to offset the dilution resulting from the exercise
of options and the dilution that occurs as a result of Common Shares issued in
connection with acquisitions. The Common Shares will be purchased by Stantec for
cancellation.

<PAGE>

6.    Valuation

      After reasonable inquiry, the directors and officers of Stantec have no
knowledge of any appraisal or valuation regarding Stantec, its material assets
or securities, prepared within the two years preceding the date of this Notice.

7.    Previous Purchases

      As at May 16, 2005, Stantec has purchased 104,700 Common Shares at an
average price of $22.95 per share within the past (approximately) 12 months
pursuant to the normal course issuer bid in place from June 1, 2004 to May 31,
2005.

8.    Participation by Insiders, Affiliates and Associates

      To the knowledge of the directors and officers of Stantec, after
reasonable enquiry, no director, senior officer, associate of a director or
senior officer of Stantec, or any person holding 10% or more of the Common
Shares of Stantec, or any person acting jointly or in concert with Stantec,
intends to sell any Common Shares during the duration of this Notice. It is
possible that sales of Common Shares by any of the foregoing persons or
companies may occur during the duration of this Notice as circumstances or
decisions of those persons or companies, unrelated to Stantec's purpose as
stated in this Notice, determine. It is Stantec's policy to require any broker
who acts simultaneously for Stantec and for the seller to assure Stantec, in
writing, that the seller is not known to the broker to be one of the foregoing
persons or companies.

9.    No Material Changes

      There are no undisclosed material changes or plans or proposals for
material changes in the affairs of Stantec.

10.   Certificate

      I, Jeffrey S. Lloyd, the Vice President and Secretary of Stantec, hereby
certify, as a senior officer duly authorized by the board of directors of
Stantec, that the foregoing Notice is complete and accurate and in compliance
with Policy 6-501 of the TSX on Normal Course Issuer Bids and that the foregoing
Notice contains no untrue statement of a material fact and does not omit to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in the light of the circumstances in which it is
made.

DATED at Edmonton, Alberta this 26th day of May, 2005.

                                                      /s/ JEFFREY S. LLOYD
                                                      --------------------------
                                                      JEFFREY S. LLOYD
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.97
<SEQUENCE>80
<FILENAME>t17577exv99w97.txt
<DESCRIPTION>EX-99.97
<TEXT>
<PAGE>

                                  STANTEC INC.

                             MATERIAL CHANGE REPORT

This report is filed under National Instrument 51-102.

1.    NAME AND ADDRESS OF COMPANY:

      Stantec Inc. ("Stantec")
      10160 - 112th Street
      Edmonton, Alberta
      Canada T5K 2L6

      The reporting issuer has its principal office in Edmonton, Alberta.

2.    DATE OF MATERIAL CHANGE: May 30, 2005.

3.    NEWS RELEASE:

      A news release was issued by Stantec on May 30, 2005 and disseminated
      through the facilities of a recognized newswire service.

4.    SUMMARY OF MATERIAL CHANGE:

      Stantec has received approval from the Toronto Stock Exchange ("TSX") to
      commence a new normal course issuer bid on June 1, 2004, to enable it to
      purchase for cancellation, from time to time, certain of its common shares
      ("Common Shares") through the facilities of the TSX. Stantec's current
      normal course issuer bid, expired on May 31, 2005.

5.    FULL DESCRIPTION OF MATERIAL CHANGE:

      In May, 2005, the directors of Stantec passed a resolution authorizing
      Stantec to purchase, from time to time over a twelve-month period
      commencing on June 1, 2005, its Common Shares pursuant to a normal course
      issuer bid through the facilities of the TSX. The resolution also approved
      a draft Notice of Intention to Make a Normal Course Issuer Bid ("Notice of
      Intention") and authorized any officer of Stantec to execute and send to
      the TSX such Notice of Intention with such amendments or variations
      thereto as such officer may approve.

      The directors of Stantec, in passing the above resolution, concluded that
      the purchase for cancellation by Stantec of certain of its outstanding
      Common Shares represents an attractive investment and an appropriate and
      desirable use of Stantec's available funds. The purchase of Common Shares
      may also be advisable, periodically, to offset the dilution resulting from
      the exercise of options and the dilution that occurs as a result of Common
      Shares issued in connection with acquisitions. The Common Shares will be
      purchased by Stantec for cancellation and Stantec intends to finance the
      purchase price for the Common Shares purchased by it from working capital.

<PAGE>

      On May 30, 2005, the TSX accepted Stantec's Notice of Intention, pursuant
      to which Stantec may purchase up to 946,705 of its Common Shares,
      representing approximately 5% of Stantec's total issued and outstanding
      shares as at May 16, 2005, namely 18,934,119. In addition, Stantec may not
      purchase in any 30-day period, more than 378,682 Common Shares, which is
      2% of the number of Common Shares issued and outstanding as at May 16,
      2005, namely 18,934,119.

      The purchases may commence on June 1, 2005, and will terminate on May 31,
      2006 or on such earlier date as Stantec may complete its purchases
      pursuant to the Notice of Intention. Stantec will make the purchases in
      accordance with the rules and policies of the TSX, and the prices that
      Stantec will pay for any Common Shares will be the market price of such
      shares at the time of acquisition. Stantec will make no purchases of
      Common Shares other than open-market purchases.

      It is not anticipated that the contemplated purchases by Stantec will have
      any major impact on Stantec or its subsidiaries other than the beneficial
      effects resulting from the opportunities set out above. One consequence of
      any issuer bid is that, upon any purchase of shares by Stantec, continuing
      shareholders will, in the absence of offsetting share issuances, have
      shares which represent an increased proportion of outstanding shares.

      As at May 16, 2005, pursuant to Stantec's normal course issuer bid in
      place from June 1, 2004 to May 31, 2005, Stantec had purchased 104,700
      Common Shares at an average price of $22.95 per share.

6.    RELIANCE ON CONFIDENTIALITY PROVISIONS OF NATIONAL INSTRUMENT:

      Not applicable.

7.    OMITTED INFORMATION: None.

8.    EXECUTIVE OFFICER:

      The following officer of the Corporation is knowledgeable about this
      material change report and may be contacted by the securities regulatory
      authorities:

            Jeffrey S. Lloyd
            Vice President & Secretary
            Stantec Inc.
            10160 - 112th Street
            Edmonton, Alberta
            T5K 2L6

9.    DATE OF REPORT:

      DATED at Edmonton, Alberta this 8th day of June, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.98
<SEQUENCE>81
<FILENAME>t17577exv99w98.txt
<DESCRIPTION>EX-99.98
<TEXT>
<PAGE>

                       REPORT OF NORMAL COURSE ISSUER BID

      (SUBSECTION 189.1.3 OF THE REGULATION RESPECTING SECURITIES (QUEBEC))

1.    NAME AND ADDRESS OF THE OFFEREE COMPANY:

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

2.    NAME AND ADDRESS OF THE OFFEROR:

      Stantec Inc.
      (as above)

3.    DESIGNATION OF THE SECURITIES THAT ARE SUBJECT TO THE BID:

      Common Shares - CUSIP No. 85472N 10 9

4.    DATE OF THE BID:

      June 1, 2005 to May 31, 2006

5.    MAXIMUM NUMBER OF SECURITIES SOUGHT BY THE OFFEROR FOR EACH CLASS OF
      SECURITIES SUBJECT TO THE BID:

      946,705 common shares, representing approximately 5% of the common shares
      outstanding as at May 16, 2005.

6.    VALUE, EXPRESSED IN CANADIAN DOLLARS, OF THE CONSIDERATION OFFERED PER
      SECURITY:

      Common shares will be purchased through the facilities of the Toronto
      Stock Exchange. The price paid for the common shares will be the market
      price of such common shares t the time of acquisition.

7.    FEE PAYABLE IN RESPECT OF THE BID, AS CALCULATED UNDER SECTION 271.4(1) OF
      THE REGULATION RESPECTING SECURITIES (QUEBEC):

      A fee of $850 accompanies this report.

Date: June 8, 2005                   STANTEC INC.

                                     By: (signed) "Jeff Lloyd"
                                         ---------------------------------------
                                         JEFFREY S. LLOYD
                                         Vice President & Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.99
<SEQUENCE>82
<FILENAME>t17577exv99w99.txt
<DESCRIPTION>EX-99.99
<TEXT>
<PAGE>

CEO FORUM MESSAGE
June 10, 2005

Message from Aram Keith

Integration planning is in full swing and will continue to keep many of us busy
over the next few months. The mountains of information regarding benefits,
policies and practices, along with financial and information technology systems
integration is being sorted through by our respective representative groups.

As we sort through all of this information and develop plans for integrating
Stantec and TKC together, we are beginning to find the answers to many of your
questions. However, we cannot effectively respond until we have a complete
picture and plan in front of us. If you have submitted a question in the past
two weeks, be assured we have received it and we are using your questions to
help focus some of our research and planning.

One thing I can say is that as we continue to progress through the planning
stage we are finding many similarities between Stantec and TKC and it is
confirming what Tony and I thought from the very beginning our two firms are a
great fit and we see many opportunities for our employees in the combined
company.

I also want to take a little bit of space here to celebrate our successes. Last
week TKC announced the award of a multi-million dollar contract from NMC
Builders, LLC for the engineering design, program management, and construction
management of the New Model Colony Backbone Infrastructure Facilities project in
Ontario, California. The project will require work from some of our best areas
of expertise and we will call on many of our offices to support the work.
Project awards like this are an opportunity to showcase to our clients the depth
of our services and the breadth of our expertise. Congratulations to TKC's NMC
team for securing this project!

As information comes available we will communicate it to all employees as soon
as possible. Thank-you for your continued loyalty and hard work.

Sincerely,

Aram Keith
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.102
<SEQUENCE>83
<FILENAME>t17577exv99w102.txt
<DESCRIPTION>EX-99.102
<TEXT>
<PAGE>

[STANTEC LOGO]                                                      NEWS RELEASE

FOR IMMEDIATE RELEASE

CPV GROUP ARCHITECTS & ENGINEERS LTD. SIGNS LETTER OF INTENT TO JOIN STANTEC.

CALGARY, ALBERTA (June 28, 2005) TSX:STN

CPV Group Architects & Engineers Ltd. (CPV) announced today it has signed a
Letter of Intent to join with Stantec Architecture Ltd. (Stantec). Pending final
settlement of terms the transaction will combine two of Canada's premier
practices and help position Stantec as one of Canada's top comprehensive
planning, architecture, and interior design professional service groups. The
transaction is expected to close on July 29, 2005.

"We chose Stantec because our combined firm will now be the strongest
architectural and interior design presence in Canada. As a result we will have
an unparalleled range of services and expertise to offer our Alberta clients,
and more growth opportunities to offer our staff," says Gerry Culham, CPV
President.

Since 1952, CPV has provided clients outstanding services in Architecture,
Structural Engineering, Planning, and Interior Design across a wide range of
projects including acute care hospitals, long-term facilities, theaters,
educational facilities, office, and industrial projects. CPV will also bring the
staff and expertise of their interior design group, WOW Design Ltd, and their
structural group, both of whom have been an integral part of their practice for
many years.

"We're looking forward to a successful shared future with CPV," says Stanis
Smith, Vice President of Architecture & Interior Design for Stantec. "They are
one of the premier architecture firms in Calgary and the addition of CPV's
talented staff and history of success solidifies Stantec's standing as Canada's
only national architecture and interior design practice."

Over the years of its practice CPV has won numerous design awards including the
prestigious Governor Generals Award for Architecture for the design of the Nexen
Building in Calgary plus numerous national and international design awards. The
company's Shawnnessy LRT Station in Calgary was most recently awarded the APEGGA
"Summit Award" as the top Project for 2005 as well the project has received the
Alberta Chapter, American Concrete Institute "Award Of Excellence and the
Project Team has been awarded two 2005 PCI Design Awards" for "Best Custom
Solutions" and the "Harry H. Edwards Industry Advancement Award"

Stantec's architecture and interior design practice is made up of over 400
employees operating out of Vancouver and Kamloops, British Columbia; Calgary and
Edmonton, Alberta; Regina and Saskatoon, Saskatchewan; Winnipeg, Manitoba; and
Toronto, Ontario as well as in parts of the United States.

STANTEC and its affiliated companies provide comprehensive professional services
in planning, engineering, architecture, interior design, landscape architecture,
surveying and geomatics, environmental sciences project management, and project
economics. The Company supports clients at every stage, from initial concept and
financial feasibility to project completion and beyond. Services are offered
through more than 4,000 employees operating out of 50 locations in North America
and the Caribbean. Stantec trades on the Toronto Stock Exchange under the symbol
STN.

STANTEC CONTACT         STANTEC CONTACT                  CPV CONTACT
Barry Lester            Stanis Smith                     Gerry Culham
Executive Vice          Vice President, Architecture     President
President & COO         and Interior Design              CPV Group Architects
Stantec                 Stantec Architecture Ltd.        & Engineers Ltd.
Tel: (403) 716-8001     Tel: (604) 696-8041              Tel: (403) 262-5511

                                                                     STANTEC.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.103
<SEQUENCE>84
<FILENAME>t17577exv99w103.txt
<DESCRIPTION>EX-99.103
<TEXT>
<PAGE>

[LOGO] Industry Canada                      Industrie Canada
CERTIFICATE                                          CERTIFICAT
OF AMENDMENT                                         DE MODIFICATION

CANADA BUSINESS                                      LOI CANADIENNE SUR
CORPORATIONS ACT                                     les societes PAR ACTIONS

<TABLE>
<CAPTION>
Stantec Inc.                                         301878-4
<S>                                                  <C>
Name of corporation-Denomination de la societe       Corporation number-Numero de la societe

I hereby certify that the articles of the            Je certifie que les statuts de la societe
above-named corporation were amended:                susmentionnee ont etc modifies:

a) under section 13 of the Canada                    [ ] a) en vertu de 1'article 13 de la Loi
   Business Corporations Act in                             canadienne sur les societes
   accordance with the attached notice;                     par actions, conformement a 1'avis ci-joint;
b) under section 27 of the Canada                    [ ] b) en vertu de 1'article 27 de la Loi
   Business Corporations Act as set out in                  canadienne sur les societes par
   the attachedarticles of amendment                        actions, tel qu'il est indique dans les
   designating a series of shares;                          clauses modificatrices ci-jointes
                                                            designant une serie d'actions;
c) under section 179 of the Canada                   [ ] c) en vertu de 1'article 179 de la Loi
   Business Corporations Act as set out in                  canadienne sur les societes par
   the attached articles of amendment;                      actions, tel qu'il est indique dans les
                                                            clauses modificatrices ci-jointes;
d) under section 191 of the Canada                   [ ] d) en vertu de 1'article 191 de la Loi
   Business Corporations Act as set out in                  canadienne sur les societes par
   the attached articles of reorganization;                 actions, tel qu'il est indique dans les
                                                            clauses de reorganisation ci-jointes;

/s/ RICHARD G. SHAW                                      June 10, 2005 / le 10 juin 2005
- ------------------------------------------
Richard G. Shaw                                        Date of Amendment - Date de modification
Director - Directeur
</TABLE>

[CANADA LOGO]

<PAGE>

<TABLE>
<S>    <C>                <C>                              <C>                       <C>
[LOGO] INDUSTRY CANADA    INDUSTRIE CANADA
                                                                  FORM 4                   FORMULE 4
       CANADA  BUSINESS   LOI REGISSANT LES SOCIETES       ARTICLES OF AMENDMENT     CLAUSES MOD1FICATRICES
       CORPORATIONS ACT   PAR ACTIONS DE REGIME FEDERAL     (SECTION 27 OR 177)        (ARTICLE 27 OU 177)
</TABLE>

<TABLE>
<S>                                                      <C>
1 - Name of Corporation - Denomination de la societe     2 - Corporation No - N(0) de la societe
                       STANTEC INC.                                        301878-4

3 - The articles of the above-named corporation are          Les statuts de la societe ci-dessus sont modifie de la facon suivante:
    amended as follows:
</TABLE>

Pursuant to section 173(1)(m) of the Canada Business Corporations Act, the
Articles of the Corporation be amended by adding the following provision to the
end of item 5 of the Articles:

            "Subject to the foregoing, the directors may, between annual general
            meetings of the shareholders, appoint one or more additional
            directors, who shall hold office for a term expiring not later than
            the close of the next annual general meeting of shareholders, but
            the total number of additional directors so appointed shall not at
            any time exceed one-third of the number of directors who held office
            at the conclusion of the last annual general meeting of
            shareholders."

Date            Signature  /s/ JEFFERY S. LLOYD  Title - Titre
  June 3, 2005             --------------------          Secretary
                           Jeffrey S. Lloyd

                                                 FOR DEPARTMENTAL USE ONLY - A L
                                                 'USAGE DU-MINISTERE SEULEMENT
                                                 Filed - Deposee

<PAGE>

[Industry Canada LOGO]                        Industrie Canada

Certificate of Amendment                      Certificat de modification

Canada Business Corporations Act              Loi canadienne sur les societes
                                              par actions

<TABLE>
<CAPTION>
               Stantec Inc.                                                301878-4
- ------------------------------------------------     ----------------------------------------------------------
<S>                                                  <C>
Name of corporation-Denomination de la societe          Corporation number-Numero de la societe

I hereby certify that the articles of the               Je certifie que les statuts de la societe susmentionnee
above-named corporation were amended:                   ont ete modifies:

a) under section 13 of the Canada Business           [ ] a) en vertu de 1'article 13 de & Loi
   Corporations Act in accordance with the               canadienne sur les societes par actions, conformement
   attached notice;                                      a l'avis ci-joint;

b) under section 27 of the Canada Business           [ ] b) en vertu de 1'article 27 de la Loi
   Corporations Act as set out in the attached           canadienne sur les societes par actions, tel qu'il est
   articles of amendment designating a series of         indique dans les clauses modificatrices ci-jointes
   shares;                                               designant une serie d'actions;

c) under section 179 of the Canada Business          [ ] c) en vertu de 1'article 179 de la Loi
   Corporations Act as set out in the attached           canadienne sur les societes par actions, tel qu'il est
   articles of amendment;                                indique dans les clauses modificatrices ci-jointes;

d) under section 191 of the Canada Business          [ ] d) en vertu de 1'article 191 de la Loi
   Corporations Act as set out in the attached           canadienne sur les societes par actions, tel qu'il est
   articles of reorganization;                           indique dans les clauses de reorganisation ci-jointes;
</TABLE>

                                            May 17, 2002 / le 17 mai 2002

Director - Directeur                   Date of Amendment - Date de modification

[Canada LOGO]

<PAGE>

<TABLE>
<S>                        <C>                          <C>                         <C>
Industry Canada            Industry Canada                      FORM                    FORMULE 4
[ILLIGIBLE] Business       Loi Canadian suies           ARTICLES OF AMENDMENT       CLAUSES MODIFICATRICES
Corporation Act            Societies per actions          (SECTION 27 OR 177)         (articles 27 ou 177)
</TABLE>

<TABLE>
<S>                                                                 <C>
- -- Name of the Corporation - Denomination soclate de la societe     2 -- Corporation No, - N' de La  soclete

   STANTEC INC.                                                          301878-4

3 -- The articles of the above-named                                Les statuts de la soclete mentionnee
     corporation are amended as follows:                            cl-clessus sent modifies de la facon
                                                                    sulvante:
</TABLE>

     Pursuant to section 173(l)(h) of the Canada Business Corporationn Act, the
     Articles of the Corporation be amended by changing each of the Common
     Shares currently issued and oustanding in the capital of the Corporation
     into two (2) Common Shares,

<TABLE>
<S>                                     <C>                                               <C>
Date                                    Signature                                         4 -- Capacity of - En quallte de
                                        [ILLIGIBLE]                                            Secretary
     May 3, 2002

For Departmental Use Only               Printed Name - Norn en lattras moultes
A l'usage du ministere seulament                Jeffrey  S.   Lloyd                             [CANAND LOGO]
:Deposee   MAY - 6 2002;
</TABLE>
<PAGE>

[LOGO]      Industry Canada   Industrie Canada

CERTIFICATE                                   CERTIFICAT
OF AMENDMENT                                  DE MODIFICATION

CANADA BUSINESS                               LOI CANADIENNE SUR
CORPORATIONS ACT                              les societes PAR ACTIONS

<TABLE>
<CAPTION>
Stantec Inc.                                                        301878-4
<S>                                                  <C>
Name of corporation-Denomination de la societe           Corporation number-Numero de la societe

I hereby certify that the articles of the                Je certifie que les statuts de la societe
above-named corporation were amended:                    susmentionnee ont etc modifies:

(a) under section 13 of the Canada Business          [ ] (a) en vertu de 1'article 13 de la Loi canadienne
Corporations Act in accordance with the attached         sur les societes par actions, conformement a
notice;                                                  1'avis ci-joint;

(b) under section 27 of the Canada Business          [ ] (b) en vertu de 1'article 27 de la Loi canadienne
Corporations Act as set out in the                       sur les societes par actions, tel qu'il est
attachedarticles of amendment designating a series       indique dans les clauses modificatrices ci-jointes
of shares;                                               designant une serie d'actions;

(c) under section 179 of the Canada Business         [ ] (c) en vertu de 1'article 179 de la Loi canadienne
Corporations Act as set out in the attached              sur les societes par actions, tel qu'il est
articles of amendment;                                   indique dans les clauses modificatrices
                                                         ci-jointes;

(d) under section 191 of the Canada Business         [ ] (d) en vertu de 1'article 191 de la Loi canadienne
Corporations Act as set out in the attached              sur les societes par actions, tel qu'il est
articles of reorganization;                              indique dans les clauses de reorganisation
                                                         ci-jointes;
</TABLE>

/s/ RICHARD G. SHAW
- --------------------
Richard G. Shaw                 OCTOBER 28, 1998/LE 28 OCTOBER 1998
Director - Directeur            Date of Amendment - Date de modification

[CANADA LOGO]

<PAGE>

<TABLE>
<S>    <C>                <C>                              <C>                       <C>
[LOGO] INDUSTRY CANADA    INDUSTRIE CANADA
                                                                  FORM 4                   FORMULE 4
       CANADA  BUSINESS   LOI REGISSANT LES SOCIETES       ARTICLES OF AMENDMENT     CLAUSES MOD1FICATRICES
       CORPORATIONS ACT   PAR ACTIONS DE REGIME FEDERAL     (SECTION 27 OR 177)        (ARTICLE 27 OU 177)
</TABLE>

1 - Name of Corporation - Denomination   2 - Corporation No - N(0) de la societe
    de la societe

    STANLEY TECHNOLOGY GROUP INC.        301878-4

3 - The articles of the above-named      Les statuts de la societe ci-dessus
    corporation are amended as follows:  sont modifie de la facon suivante:

Pursuant to section 173(1)(m) of the Canada Business Corporations Act, the
Articles of the Corporation be amended by changing the name of the Corporation
to "Stantec Inc."

Date                   Signature
                       /s/ JEFFERY S. LLOYD   Title - Titre
    October 15, 1998   Jeffrey S. Lloyd                       Secretary

                                              FOR DEPARTMENTAL USE ONLY - A
                                              L'USAGE DU-MINISTERE SEULEMENT
                                              Filed - Deposee
<PAGE>

[ gif] Industry Canada  Industrie Canada

RESTATED CERTIFICATE                     CERTIFICAT
OF INCORPORATION                         DE CONSTITUTION A JOUR

CANADA BUSINESS                          LOI CANADIENNE SUR
CORPORATIONS ACT                         LES SOCIETES PAR ACTIONS

STANLEY TECHNOLOGY GROUP INC.                   301878-4

- --------------------------------        ----------------------------------------
Name of corporation-Denomination        Corporation number -Numero de la societe
de la societe

I hereby certify that the articles   Je certifie que les statuts constitutifs de
of incorporation of the above-named  la societe susmentionnee ont etc mis a
corporation were restated under      jour en vertu de 1'article 180 de la Loi
section 180 of the Canada Business   canadienne sur les societes par actions,
Corporations Act as set out in the   tel qu'il est hidique dans les statuts mis
attached restated articles of        a jour ci-joints.
incorporation.

/s/ ILLEGIBLE                         JUNE 2, 1998/LE 2 JUIN 1998
Director - Directeur                  Effective Date of Restatement -
                                     Date d' entree en vigueur de la mise a jour
CANADA

<PAGE>

<TABLE>
<S>      <C>               <C>                             <C>                    <C>
[LOGO]   INDUSTRY CANADA   INDUSTRIE CANADA                FORM 7                 FORMULE 7

         CANADA BUSINESS   LOI REGISSANT LES SOCIETES      RESTATED ARTICLES OF   STATUS CONSTITUTIFS
         CORPORATIONS ACT  PAR ACTIONS DE REGIME FEDERAL   INCORPORATION           MIS A OF JOUR
</TABLE>

- --------------------------------------------------------------------------------
1  - Name of Corporation - Denomination de la societe     Corporation No. - N(0)

     STANLEY TECHNOLOGY GROUP INC.                        301878-4
- --------------------------------------------------------------------------------

2  - The place in Canada where the registered             Lieu au Canada ou doit
     office is to be situated                              etre siege social

                                EDMONTON, ALBERTA

3  - The classes and any maximum number of                Categories et tout
     shares that the corporation is                       nombre maximal d'
     authorized to issue                                  actions que la
                                                          societe est autorisee
                                                          a emettre

      -     an unlimited number of Common Shares; and

      -     an unlimited number of Preferred Shares, issuable in series.

      3.1   COMMON SHARES

            The Common Shares shall have attached thereto the following rights,
            privileges, restrictions and conditions:

            3.1.1 Dividends

                  The holders of Common Shares shall be entitled to receive
                  dividends and the Corporation shall pay dividends thereon, as
                  and when declared by the board of directors of the Corporation
                  out of moneys properly applicable to the payment of dividends,
                  in such amount and in such form as the board of directors may
                  from time to time determine and all dividends which the
                  directors may declare on the Common Shares shall be declared
                  and paid in equal amounts per share on all Common Shares at
                  the time outstanding. 3.1.2 Dissolution In the event of the
                  liquidation, dissolution or winding-up of the Corporation or
                  other distribution of property or assets of the Corporation
                  among its shareholders for the purpose of winding-up its
                  affairs, the holders of Common Shares shall be entitled to
                  receive the remaining property and assets of the Corporation.

            3.1.3 Voting Rights

                  The holders of the Common Shares shall be entitled to receive
                  notice of and to attend all meetings of the shareholders of
                  the Corporation and shall have one vote for each Common Share
                  held at all meetings of the shareholders of the Corporation,
                  except for meetings at which only holders of another specified
                  class or series of shares of the Corporation are entitled to
                  vote separately as a class or series.

            3.1.4 Priority

                  3.1.4.1 The Common Shares shall rank junior to all other
                          classes of shares of the Corporation with respect to a
                          distribution of assets in the event of liquidation,
                          dissolution or winding-up.

                  3.1.4.2 The Common Shares shall rank junior to the Preferred
                          Shares with respect to entitlement to dividends.

                                                                     Page 1 of 4
<PAGE>

3.2 PREFERRED SHARES

      The Preferred Shares, as a class, shall be designated as Preferred Shares
      and shall have attached thereto the following rights, privileges,
      restrictions and conditions:

      3.2.1 Issuable in Series

            The Preferred Shares may at any time and from time to time be issued
            in one or more series, each series to consist of such number of
            shares as may, before the issue thereof, be fixed by the board of
            directors of the Corporation.

      3.2.2 Establishment of the Attributes of the Series

            The board of directors of the Corporation is authorized before the
            issue of any Preferred Shares of any series, to determine the
            designation, rights, privileges, restrictions and conditions to be
            attached to each such series of Preferred Shares, including, without
            limitation:

      (a)   the rate or rates, amount and method or methods of calculation of
            any dividends, whether cumulative, non-cumulative or partially
            cumulative, and whether such rate(s), amount or method(s) of
            calculation shall be subject to change or adjustment in the future,
            the currency or currencies of payment, the date or dates and place
            or places of payment thereof and the date or dates, if any, from
            which any such dividends shall accrue;

      (b)   any rights of redemption or purchase or both and the redemption or
            purchase prices and terms and conditions of any such rights;

      (c)   any rights of retraction vested in the holders of Preferred Shares
            of such series and the prices and terms and conditions of any such
            rights and whether any other rights of retraction may be vested in
            such holders in the future;

      (d)   any conversion or exchange rights;

      (e)   any rights to receive the remaining property of the Corporation upon
            the dissolution, liquidation or wind-up of the Corporation, whether
            voluntary or involuntary, or any distribution of the assets or
            return of capital of the Corporation among its shareholders for the
            purpose of winding-up its affairs;

      (f)   any sinking fund or purchase fund;

      (g)   any voting rights; and

      (h)   other provisions, if any, to be attached to each series of Preferred
            Shares,

      the whole subject to the issue by the Director appointed under the Canada
      Business Corporations Act, as amended from time to time, of a certificate
      of amendment in respect of articles of amendment in prescribed form to
      designate each series of Preferred Shares.

                                                                     Page 2 of 4
<PAGE>

      3.2.3 Ranking

            No rights, privileges, restrictions or conditions attached to a
            series of Preferred Shares shall confer upon the shares of such
            series a priority over shares of any other series of Preferred
            Shares with respect to the payment of dividends or the return of
            capital in the event of the liquidation, dissolution or winding-up
            of the Corporation, whether voluntary or involuntary, or any
            distribution of the assets or return of capital of the Corporation
            among its shareholders for the purpose of winding-up its affairs.
            The Preferred Shares shall rank senior to the Common Shares with
            respect to entitlement to dividends. The Preferred Shares shall rank
            senior to all other classes of shares with respect to a distribution
            of assets in the event of the liquidation, dissolution or winding-up
            of the Corporation, whether voluntary or involuntary, or any other
            distribution of the assets of the Corporation among its shareholders
            for the purpose of winding-up its affairs. If any amount of
            cumulative dividends, whether or not declared, or declared
            non-cumulative dividends or any amount payable on a return of
            capital in the event of the liquidation, dissolution or winding-up
            of the Corporation in respect of the shares of a series of Preferred
            Shares is not paid in full, the shares of such series shall
            participate rateably with the shares of all other series of
            Preferred Shares in respect of all accumulated cumulative dividends,
            whether or not declared, and all declared non-cumulative dividends
            or all amounts payable on a return of capital in the event of the
            liquidation, dissolution or winding-up of the Corporation; provided,
            however, that in the event of there being insufficient assets to
            satisfy in full all such claims as aforesaid, the claims of the
            holders of the Preferred Shares with respect to repayment of capital
            shall first be paid and satisfied and any assets remaining
            thereafter shall be applied towards the payment and satisfaction of
            claims in respect of dividends. The Preferred Shares of any series
            may also be given such other preferences not inconsistent with this
            section 3.2.3 over any shares ranking junior to the Preferred Shares
            as may be determined by the terms of such series of Preferred
            Shares.

      3.2.4 Voting Rights

            Except as hereinafter referred to or as required by law or in
            accordance with any voting rights which may from time to time be
            attached to any series of Preferred Shares, the holders of the
            Preferred Shares as a class shall not be entitled as such to receive
            notice of, to attend or to vote at any meeting of the shareholders
            of the Corporation.

      3.2.5 Amendment with Approval of Holders of Preferred Shares

            The rights, privileges, restrictions and conditions attaching to the
            Preferred Shares as a class may be added to, changed or removed but
            only with the approval of the holders of Preferred Shares given as
            hereinafter specified in addition to any other approval required by
            the Canada Business Corporations Act or any other statutory
            provision of like or similar effect, from time to time in force.

      3.2.6 Approval of Holders of Preferred Shares

            The approval of the holders of Preferred Shares to add to, change or
            remove any right, privilege, restriction or condition attaching to
            the Preferred Shares as a class or of any other matter requiring the
            consent of the holders of the Preferred Shares as a class may be
            given in such manner as may then be required by law, subject to a
            minimum requirement that such approval be given by resolution signed
            by all holders of Preferred Shares or passed by the affirmative vote
            of at

                                                                     Page 3 of 4
<PAGE>

            least two-thirds of the votes cast at a meeting of the holders of
            the Preferred Shares duly called for that purpose. The formalities
            to be observed with respect to the giving of notice of any such
            meeting or any adjourned meeting and the conduct thereof shall be
            those from time to time prescribed by the by-laws of the Corporation
            with respect to meetings of shareholders and as required by the
            Canada Business Corporations Act, as amended from time to time. On
            every poll taken at every meeting of holders of Preferred Shares as
            a class, each holder of Preferred Shares entitled to vote thereat
            shall have one vote in respect of each Preferred Share held.

4 - Restrictions, if any,                     Restrictions sur le transfert des
    on share transfers                        actions, s'il y a lieu
                                          N/A

5 - Number (or minimum and                    Nombre (ou nombre minimal et
    maximum number) of directors              maximal) d'administrateurs

    Minimum of three (3) and maximum of
    twenty (20).

6 - Restrictions, if any, on business         Limites imposees a I'activite
    the corporation may carry on              commerciale de la societe,
                                              s'il y a lieu
                                          N/A

7 - Other provisions, if any                  Autres dispositions, s'il y a lieu

                                          N/A

The foregoing restated articles of            Cette mise a jour des status
incorporation correctly set out,              constitutifs demontre exactement,
without substantive change the                sans changement substantial, les
corresponding provisions of the               dispositions correspondants des
articles of incorporation as                  status constitutifs modifies qui
amended and supersede the original            remplacent les status constitutifs
articles of incorporation                     originaus

Signature            Date                          FOR DEPARTMENTMENTAL USE ONLY

/s/ JEFFREY S.LLOYD   D-J      M     Y-A      A L'USAGE DU MINISTERS DEULEMENT
                    |1 | 4  |0 |5  |9  | 8
Title -Titre                                  Filed - Deposee
   JEFFREY S. LLOYD, SECRETARY

                                                                     Page 4 of 4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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