<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
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