6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2005

Fairmont Hotels & Resorts Inc.

(Translation of Registrant’s Name Into English)

Canadian PacificTower, Ste 1600,100 Wellington Street W., Toronto, Ontario M5K 1B7, Canada            

(Address of Principal Executive Offices)

                (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

            Form 20-F ____                 Form 40-F   X     

            (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3‑2(b) under the Securities Exchange Act of 1934.)

            Yes _____       No     X   

            (If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

            This report furnished on Form 6-K shall be incorporated by reference into each of the Registration Statements under the Securities Act of 1933 of the registrant:

Form S-8 No.333-13960.

Page 1 of 2 Pages

Exhibits Index appears on Page 3

SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FAIRMONT HOTELS & RESORTS INC. (Registrant)
Date: August 4, 2005	By:	/s/ Stuart M. Miller
		Name: Stuart M. Miller
		Title: Corporate Secretary

Exhibits Index

The following is a list of Exhibits included as part of this Report on Form 6-K.

Exhibit No.                                                       Description of Exhibits

99.1                                   Second Quarter Report & Interim Management’s Discussion
                                          And Analysis For the Period Ended June 30, 2005

99.2                                   Certification of Chief Executive Officer pursuant to Section 1350
                                          of Chapter 63 of Title 18 of the United States Code

99.3                                   Certification of Chief Financial Officer pursuant to Section 1350
                                          of Chapter 63 of Title 18 of the United States Code

99.4                                   Certificate of Chief Executive Officer pursuant to Rule 13a – 14
                                          under the Securities Exchange Act of 1934

99.5                                   Certificate of Chief Financial Officer pursuant to Rule 13a – 14
                                          under the Securities Exchange Act of 1934

99.6                                   Reconciliation to United States Accounting Principles for the six months ended June 30, 2005

99.7                                   Earnings coverage for the twelve months ended June 30, 2005

EX-99.1

EX-99.2

Exhibit 99.2

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

In connection with the Second Quarter Report & Interim Management's Discussion and Analysis For the Period ended June 30, 2005 as filed with the Securities and Exchange Commission under cover of Form 6-K on the date hereof (the "Report"), I, William R. Fatt, Chief Executive Officer of Fairmont Hotels & Resorts Inc., certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, that (i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fairmont Hotels & Resorts Inc.

Date:  August 4, 2005	/s/ William R. Fatt
	Name: William R. Fatt
	Title: Chief Executive Officer

EX-99.3

Exhibit 99.3

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

In connection with the Second Quarter Report & Interim Management's Discussion and Analysis For the Period ended June 30, 2005 as filed with the Securities and Exchange Commission under cover of Form 6-K on the date hereof (the "Report"), I, John A. Carnella, Chief Financial Officer of Fairmont Hotels & Resorts Inc., certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, that (i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fairmont Hotels & Resorts Inc.

Date: August 4, 2005

/s/ John A. Carnella 

Name:John A. Carnella 

Title:Chief Financial Officer  

EX-99.4

Exhibit 99.4

Certificate Pursuant to Rule 13a-14 under the

Securities Exchange Act of 1934 (the “Exchange Act”)

I, William R. Fatt, Chief Executive Officer of Fairmont Hotels & Resorts Inc., certify that:

1.I have reviewed this report on Form 6-K of Fairmont Hotels & Resorts Inc. (the “issuer”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)   Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: August 4, 2005

/s/ William R. Fatt 

Name:William R. Fatt 

Title: Chief Executive Officer

EX-99.5

Exhibit 99.5

Certificate Pursuant to Rule 13a-14 under the

Securities Exchange Act of 1934 (the “Exchange Act”)

I, John A. Carnella, Chief Financial Officer of Fairmont Hotels & Resorts Inc., certify that:

1.I have reviewed this report on Form 6-K of Fairmont Hotels & Resorts Inc. (the “issuer”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)   Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: August 4, 2005

/s/ John A. Carnella 

Name:John A. Carnella

Title: Chief Financial Officer

EX-99.6

Reconciliation to United States Accounting Principles for the six months ended June 30, 2005

The consolidated financial statements of Fairmont Hotels & Resorts Inc. ("FHR" or the "Company") have been prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP"). The material differences affecting the Company between Canadian GAAP and United States ("U.S.") GAAP relating to measurement and recognition are explained below. Condensed Financial Statements disclosed below have been prepared in accordance with U.S. GAAP.

The following is a reconciliation of net income under Canadian GAAP to net income under U.S. GAAP:

Reconciliation of Net Income (unaudited)
	Six months ended June 30, 2005			Six months ended June 30, 2004
Net income under Canadian GAAP	$	30.1		$	28.4
Increased (decreased) by
Pension accounting and post-retirement benefits		(0.7	)		(0.8	)
Variable interest entities		-			(1.2	)
Stock-based compensation		0.6			-
Accretion on convertible senior notes		1.8			1.8
Adjusted net income before taxes		31.8			28.2
Future income tax expense (recovery) on above items		0.4			(0.1	)
Net income under U.S. GAAP	$	31.4		$	28.3
Statement of Comprehensive Income
Net income under U.S. GAAP	$	31.4		$	28.3
Other comprehensive income (loss)
Foreign currency translation adjustments		(7.1	)		(25.0	)
Minimum pension liability adjustment		-			(0.8	)
Deferred income taxes		-			0.3
Comprehensive income	$	24.3		$	2.8

Summarized consolidated balance sheets, statements of operations and statements of cash flows under U.S. GAAP are as follows:

Summarized Consolidated Statements of Operations (unaudited)
	Six months ended June 30, 2005			Six months ended June 30, 2004
Revenues
Operating revenues	$	362.8		$	629.2
Other revenues from managed and franchised properties		22.2			13.2
		385.0			642.4
Expenses
Operating expenses		286.8			489.3
Other expenses from managed and franchised properties		21.8			13.6
Other		3.3			-
Depreciation		32.9			63.1
		344.8			566.0
Loss from equity investments		3.8			1.0
Interest expense, net		11.4			47.5
Income before tax (recovery) expense and non-controlling interest		25.0			27.9
Income tax (recovery) expense		(6.4	)		8.3
Non-controlling interest		-			(8.7	)
Net income	$	31.4		$	28.3
Basic earnings per common share	$	0.42		$	0.36
Diluted earnings per common share (note 8)	$	0.41		$	0.35
Summarized Consolidated Balance Sheets
		June 30,			December 31,
		2005			2004
		(unaudited)
Assets
Cash and cash equivalents	$	69.9		$	99.1
Other current assets		139.6			116.9
Property and equipment		1,426.6			1,435.5
Other assets		882.6			825.2
		2,518.7		$	2,476.7
Liabilities and Shareholders' Equity
Current liabilities	$	164.6		$	163.8
Current portion of long-term debt		4.2			4.1
Long-term debt		575.2			499.9
Other liabilities		103.9			103.5
Deferred income taxes		94.3			90.3
		942.2			861.6
Shareholders' equity		1,576.5			1,615.1
	$	2,518.7		$	2,476.7

Statement of Shareholders' Equity
	June 30,			December 31,
	2005			2004
	(unaudited)
Common shares
74,518,001 shares outstanding (December 31, 2004- 76,393,348 shares)	$	1,135.3		$	1,163.1
Treasury stock		-			(5.6	)
Contributed Surplus		144.3			144.6
Retained earnings		171.7			180.7
Accumulated other comprehensive income		125.2			132.3
	$	1,576.5		$	1,615.1
Summarized Consolidated Statements of Cash Flows (unaudited)
		Six months ended June 30, 2005			Six months ended June 30, 2004
Cash provided by (used in)
Operating activities
Net income	$	31.4		$	28.3
Items not affecting cash
Depreciation		32.9			63.1
Loss from equity investments		3.8			1.0
Deferred income taxes		2.9			4.3
Tax recovery		(14.6	)		-
Non-controlling interest		-			(8.7	)
Unrealized foreign exchange loss		8.1			10.2
Distributions from investments		4.0			-
Other		(3.0	)		0.5
Changes in non-hotel real estate		2.1			(3.5	)
Changes in non-cash working capital items		(7.4	)		(35.3	)
		60.2			59.9
Investing activities
Additions to property and equipment		(40.2	)		(51.5	)
Proceeds from sale of property and equipment		8.8			-
Investments in partnerships and corporations		(11.2	)		-
Issuance of notes receivable		-			(7.0	)
Issuance of loans receivable		(32.8	)		-
Investments in intangible assets		(26.7	)		-
Other assets		-			(13.0	)
		(102.1	)		(71.5	)
Financing activities
Issuance of long-term debt		79.8			112.4
Repayment of long-term debt		(4.5	)		(70.6	)
Issuance of common shares		2.8			0.6
Dividends paid		(4.6	)		(3.2	)
Repurchase of common shares		(60.7	)		(5.4	)
Decrease in bank loans		-			(1.7	)
		12.8			32.1
Effect of exchange rate changes on cash		(0.1	)		(0.3	)
Increase (decrease) in cash		(29.2	)		20.2
Cash and cash equivalents - beginning of period		99.1			31.7
Opening cash effect due to the consolidation of Legacy		-			14.6
Cash and cash equivalents - end of period	$	69.9		$	66.5

Notes to Reconciliation to United States Accounting Principles (unaudited) 

1. Pension accounting  

In a prior year, the Company prospectively changed its Canadian GAAP accounting policy for defined benefit pension plans.  As a result of this change, all unamortized gains and losses, including prior service costs, were accumulated into a net transitional asset which is being amortized into income over 11 years, the expected average remaining service life of the employees covered by these plans.  Under U.S. GAAP, there was  no change in accounting policy and, hence, there is no net transitional asset to be amortized.  As a result, the amount of unamortized actuarial gains and losses is different for U.S. and Canadian GAAP.

Under Canadian GAAP, a valuation allowance has been provided for on certain pension assets whereas under U.S. GAAP, no valuation allowance has been provided.

Under U.S. GAAP, the Company is required to record a minimum pension liability, representing the unfunded accumulated benefit obligation.  Accordingly, included in both current liabilities and other assets under U.S. GAAP is an additional amount, which cannot be recorded under Canadian GAAP.

2. Post-retirement benefits       

Post-retirement benefits other than pensions are covered by the Canadian Institute of Chartered Accountants (“CICA”) recommendations for accounting for employee future benefits.  Consistent with accounting for post-retirement benefits, under Canadian GAAP, the Company amortizes actuarial gains and losses over the average employee service life when such gains and losses exceed 10% of the plan obligation.  Under the Financial Accounting Standards Board (“FASB”) Statement No. 112. “Employers’ Accounting for Post-employment Benefits”, such gains and losses are included immediately in income.

3. Stock-based compensation  

Under FASB Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation”, compensation expense using variable accounting must be recorded if the intrinsic value of stock options is not exactly the same immediately before and after an equity restructuring.  In a prior year, FHR underwent an equity restructuring, which resulted in replacement options in new FHR stock having a different intrinsic value after the restructuring than prior to the restructuring.  Canadian GAAP does not require revaluation of these options.

Under Canadian GAAP, effective January 1, 2003, the Company prospectively adopted the recommendations of the CICA with respect to accounting for stock-based compensation.  This standard requires that compensation expense be recognized in the consolidated statements of income using the fair value based method for stock options granted in 2003 onward.  Under U.S. GAAP, the Company follows the intrinsic value method of Opinion No. 25 of the Accounting Principles Board.  No stock-based compensation cost is reflected in net income under U.S. GAAP as all options granted to employees under these plans have an exercise price equal to the fair value of the underlying common stock on the date of the grant.

If the methodology prescribed by FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”), had been adopted, pro forma results for the six months ended June 30 would have been as follows:         

	Six months ended June 30, 2005		Six months ended June 30, 2004
U.S. GAAP net income as reported	$	31.4	$	28.3
Increase in stock-based compensation if FAS 123 had been adopted		1.4		2.3
Adjusted net income	$	30.0	$	26.0
U.S. GAAP basic earnings per common share
As reported	$	0.42	$	0.36
Adjusted	$	0.40	$	0.33
U.S. GAAP diluted earnings per common share
As reported	$	0.41	$	0.35
Adjusted(1)	$	0.39	$	0.33

(1) The calculation of adjusted diluted earnings per common share for the six months ended June 30, 2005 and 2004 excludes the effect of contingently convertible notes as the impact of these exercises would be anti-dilutive.

The weighted average fair value of common shares granted in the six months ended June 30, 2005 at the time of grant was Cdn $10.99 (2004-Cdn$7.52).  The fair value of common share options granted is estimated at the grant date using the Black-Scholes option-pricing model.  Pro forma stock-based compensation expense for a particular year is not necessarily indicative of expenses to be incurred in future years.

4. Convertible senior notes       

Under Canadian GAAP, obligations relating to the convertible senior notes have been allocated between debt and equity elements and classified separately on the balance sheet.  The amount recorded in debt will increase by accretion to the face value of the debt over a five-year period. Under U.S. GAAP, the entire principal amount of the notes was recorded as long-term debt upon inception and therefore, accretion of the long-term debt is not required.

5. Variable interest entities       

In January 2003, the FASB issued Financial Interpretation (“FIN”) 46, “Consolidation of Variable Interest Entities” (“VIEs”), in an effort to expand and clarify existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity.  For U.S. GAAP, FIN 46 was effective immediately for all enterprises with variable interests in VIEs created after January 31, 2003 and January 1, 2004 for all previously existing variable interest entities.  Under FIN 46, if an entity is determined to be a variable interest entity, it must be consolidated by the enterprise that absorbs the majority of the entity’s expected losses if they occur, receives a majority of the entity’s expected residual returns if they occur, or both.  On December 24, 2003, the FASB issued a revised FIN 46, defined as FIN 46R.  The CICA has issued a standard similar to FIN 46,  that applies to annual and interim periods beginning on or after November 1, 2004.

Commencing January 1, 2004, for U.S. GAAP purposes, the Company was required to consolidate the accounts of all VIE's for which it is the primary beneficiary, as required by FIN 46R.  For Canadian GAAP purposes the Company adopted provisions similar to FIN 46R commencing January 1, 2005. As a result, effective January 1, 2004, the Company commenced consolidating the accounts of Legacy Hotels Real Estate Investment Trust ("Legacy") for U.S. GAAP purposes. The Company also reviewed its other management agreements related to hotels that the Company has no other investments in and concluded that such arrangements were not variable interests since the company is paid commensurate with the services provided and on the same level as other operating liabilities and the hotel owners retain the right to terminate arrangements. The consolidation of Legacy, commencing January 1, 2004, had no effect on the Company's consolidated net income or shareholders' equity. 

On September 13, 2004, FHR sold 12,000,000 units in Legacy reducing its ownership interest to approximately 23.7%.  After this disposition of units, FHR is no longer the primary beneficiary of Legacy and accounts for its investment under the equity method.  The Company's comparative U.S. GAAP results of operations for the six months ended June 30, 2004 include the consolidated results of Legacy from January 1, 2004 to June 30, 2004.

6. Comprehensive income        

U.S. GAAP requires the disclosure, as other comprehensive income, of changes in equity during the period from transactions and other events from non-owner sources.  Canadian GAAP does not consider comprehensive income.  Other comprehensive income includes foreign currency translation adjustments and minimum pension liability adjustments.

7. Long-term advances and long-term debt      

FHR and Legacy have entered into reciprocal loan agreements, which under Canadian GAAP, meet all the requirements for a right of offset.  Under Canadian GAAP, these loans have been presented on a net basis in the consolidated balance sheet.  Under U.S. GAAP, these loans do not qualify for offsetting and are presented separately on the consolidated balance sheet.

8. Diluted earnings per common share  

The Emerging Issues Task Force issued new accounting guidance, issue 04-08 (“EITF 04-08”), regarding the computation of diluted earnings per share. This guidance requires the inclusion of contingently convertible debt securities with a market price trigger to be included in the computation of diluted earnings per common share, as determined under the if-converted method. The CICA has recently issued similar guidance effective for interim and annual periods beginning on or after October 1, 2005. EITF 04-08 is effective for fiscal periods ending on or after December 15, 2004 with retrospective restatement of previously reported earnings per share.

	2005		2004
U.S. GAAP Net income, as reported	$	31.4	$	28.3
Interest Expense Adjustment		-		-
Adjusted net earnings	$	31.4	$	28.3
Canadian GAAP diluted common shares outstanding		76.5		79.9
Dilutive effect of contingently convertible notes		-		-
Adjusted diluted common shares		76.5		79.9
U.S. GAAP diluted earnings per common share (1)	$	0.41	$	0.35

(1) The calculation of diluted earnings per common share for the six months ended June 30, 2005 and 2004 excludes the effect of contingently convertible notes as their impact would be anti-dilutive.

EX-99.7

FAIRMONT HOTELS & RESORTS INC.

EARNINGS COVERAGE FOR THE TWELVE MONTHS ENDED JUNE 30, 2005

The earnings coverage ratios set out below have been prepared in accordance with applicable Canadian disclosure requirements.

The annual interest requirements on the long-term debt of Fairmont Hotels & Resorts Inc. (“FHR”) using applicable interest rates, after giving effect to new issues and retirement of long-term debt, amounts to $32.1 million for the twelve months ended June 30, 2005. FHR’s net income before interest expense, gain on sales of investments and hotel assets, and income taxes for the twelve months ended June 30, 2005 is $84.5 million which is 2.6 times FHR’s interest requirements for the twelve months ended June 30, 2005.

The interest coverage ratio has been calculated using the interest requirements on FHR’s long-term debt as calculated under Canadian generally accepted accounting principles and thus includes the accretion charge on the long-term debt that is associated with the component of the debt that is classified in equity. If FHR’s outstanding $270 million aggregate principal amount of 3.75% convertible senior notes due 2023 were accounted for entirely as debt, then FHR’s interest expense would be lower (due to the absence of the accretion charge) and FHR’s interest coverage ratio would be 3.0 times its interest requirements for the twelve months ended June 30, 2005.