<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.
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