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<TYPE>EX-99.71
<SEQUENCE>67
<FILENAME>t17577exv99w71.txt
<DESCRIPTION>EX-99.71
<TEXT>
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                                  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

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      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.

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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

9.    DATE OF REPORT:

      DATED at Edmonton, Alberta this 21st day of April, 2005.

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