WASHINGTON, D.C. 20549

                                    FORM F-X

                                 AND UNDERTAKING

A.       Name of issuer or person filing ("Filer"):  STANTEC INC.

B.       This is (check one):

         [X] An original filing for the Filer.

         [ ] An amended filing for the Filer.

C.       Identify the filing in conjunction with which this form is being filed:

                    Name of registrant:     STANTEC INC.

                             Form type:     REGISTRATION STATEMENT ON FORM 40-F

                File number (if known):     001-32562

                              Filed by:     STANTEC INC.

                   Date filed (if filed
            concurrently, so indicate):     CONCURRENTLY

D.       The Filer is incorporated or organized under the laws of


         and has its principal place of business at

                          10160 - 112 STREET, EDMONTON, ALBERTA, CANADA, T2K 2L6

                          TELEPHONE:  (780) 917-7000

E.       STANTEC CONSULTING INC. (the "Agent"), designated and appointed by the 
Filer is located at:

                                       8211 SOUTH 48TH STREET
                                       PHOENIX, ARIZONA  85044
                                       TELEPHONE:  (602) 438-2200

as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in:

                  (a)      Any investigation or administrative proceeding 
conducted by the Commission; and

                  (b) Any civil suit or action brought against the Filer or to
which the Filer has been joined as defendant or respondent, in any appropriate
court in any place subject to the jurisdiction of any State or of the United
States, or of any of its territories or possessions, or of the District of
Columbia, where the investigation, proceeding or cause of action arises out of
or relates to or concerns any offering made or purported to be made in
connection with the securities registered or qualified by the Filer on Form 40-F
on August 3, 2005, or any purchases or sales of any security in connection
therewith. The Filer stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of process upon, and
that service of an administrative subpoena shall be effected by service upon,
such agent for service of process, and that the service as aforesaid shall be
taken and held in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.

F.       The Filer stipulates and agrees to appoint a successor agent for 
service of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf of the
Filer at any time until six years have elapsed from the date the Filer has
ceased reporting under the Exchange Act. The Filer further undertakes to advise
the Commission promptly of any change to the Agent's name or address during such
period by amendment of this Form, referencing the file number of the relevant
form in conjunction with which the amendment is being filed.

G.       The Filer 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 Form 40-F, the securities to which the Form 40-F relates; and
the transactions in such securities.


         The Filer certifies that it has duly caused this power of attorney, 
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Edmonton, Province of
Alberta, Canada this 3rd day of August, 2005.


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


         This statement has been signed by the following person in the capacity 
indicated on August 3, 2005.

                                             STANTEC CONSULTING INC.

                                             as Agent for Service of Process for
                                             STANTEC INC.

                                             By:   /s/ Donald W. Wilson 
                                                   Name:  Donald W. Wilson
                                                   Title: Treasurer