<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
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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
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                                  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

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