6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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: December 2004

Commission file number 0-24762

FIRSTSERVICE CORPORATION

(Name of Registrant)

1140 Bay Street, Suite 4000

Toronto, Ontario, Canada

M5S 2B4

(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 o  Form 40-F x

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 Yes o  No x

If "Yes" is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b): N/A

SIGNATURE

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, hereunto duly authorized.

	FIRSTSERVICE CORPORATION
Date: January 26, 2005	/s/ John B. Friedrichsen
	Name: John B. Friedrichsen
	Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Third Quarter Press Release dated January 26, 2005

EX-99.1

EXHIBIT 99.1

FOR: FIRSTSERVICE CORPORATION
COMPANY CONTACTS:
	Jay S. Hennick
	President & CEO
	416) 960-9500
	John B. Friedrichsen
	Senior Vice President & CFO
	(416) 960-9500

FOR IMMEDIATE RELEASE

FirstService reports strong third quarter results; Increases current year earnings outlook; Provides preliminary outlook for next year

FISCAL 2005 THIRD QUARTER HIGHLIGHTS:

l	Adjusted diluted EPS triples to US$0.27
l	Adjusted net earnings triples to US$8.3 million
l	Revenues up 49% to US$222 million
l	Preliminary outlook for next year including adjusted EPS range of US$0.97-US$1.05

TORONTO, Canada, January 26, 2005 - FirstService Corporation (Nasdaq: FSRV; TSX: FSV.SV) today reported results for its third quarter ended December 31, 2004. Quarterly revenues were $221.9 million (all amounts are in US dollars), up 49% over the same period last year. Both EBITDA and operating earnings more than doubled, with EBITDA of $24.4 million compared to $9.9 million in the prior year period and operating earnings of $14.8 million compared to $6.0 million in the third quarter last year ¹.

Adjusted net earnings from continuing operations² were $8.3 million, up from $2.7 million in the prior year period. The adjustment relates to the amortization of short-lived intangible assets recognized upon the recent acquisition of CMN International, Inc. and in particular, the estimated fair value of the backlog of pending real estate brokerage transactions and listings that existed at the acquisition date. Adjusted diluted ea rnings per share from continuing

1.	See "Reconciliation of EBITDA to operating earnings" below.
2.	See "Reconciliation of operating earnings, net earnings and net earnings per share to adjusted operatingearnings, adjusted net earnings and adjusted net earnings per share" below.

operations were $0.27, up three-fold from $0.09 in the prior year. All per-share figures reflect the 2 for 1 stock split completed on December 15, 2004.

Third quarter results reflect a continuation of the strong operating trends reported in the first and second quarters as well as the impact of acquisitions made during the year. Nine-month revenues were $577.6 million, an increase of 27% relative to the prior year period, including internal growth of 11%. Year-to-date adjusted net earnings were $25.1 million, up 63%, and adjusted diluted earnings per share from continuing operations were $0.83, up 57% versus $0.53 one year ago.

About FirstService Corporation

FirstService is a leader in the rapidly growing service sector, providing services in the following areas: commercial real estate services; residential property management; commercial security systems; property improvement and business services.  Market-leading brands include Colliers International in commercial real estate; Continental, Wentworth and Prime Management in residential property management; Intercon Security and SST in commercial security systems; California Closets, Paul Davis Restoration and Pillar to Post Home Inspections in property improvement; and Resolve Corporation in business services.

FirstService is a diversified service company with more than US$1 billion in annualized revenues and more than 15,000 employees worldwide. More information about FirstService is available at www.firstservice.com. 

Segmented Quarterly Operating Results

Commercial Real Estate Services, established with the acquisition of CMN on November 30, 2004, provided its initial contribution to reported results in the third quarter. For the month of December, extremely strong results were generated, well in excess of the expectations set forth in the Company’s previous outlook. Revenues totalled $49.6 million and EBITDA was $10.7 million. December is traditionally the peak period for brokerage activity, and brokerage operations in North America, Australia and Eastern Europe reported strong results as more transactions closed during the month than were expected, including several sizeable transactions.

Residential Property Management revenues increased to $65.6 million for the quarter, 20% higher than in the prior year period. Internal growth of 10% was attributable to growth in contractual property management revenues. Revenue growth from acquisitions of 10% included property management acquisitions in Chicago and Las Vegas, both representing new regional markets for FirstService. EBITDA for the quarter was $4.1 million at a margin of 6.2%, up significantly from $2.2 million and 4.0% one year ago. The increase in margin reflects higher productivity in property services operations and change in mix due to recent acquisitions.

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Third quarter revenues in Property Improvement Services totalled $27.8 million, an increase of 15% over the prior year period. The Paul Davis Restoration and California Closets franchise systems, as well as the Company’s California Closets "branchise" stores, produced strong revenue gains. EBITDA was $2.9 million in the current quarter, similar to the prior year period.

Integrated Security Services revenues in the third quarter were $37.2 million, up 14% relative to the prior year period. Internal growth accounted for 5% of the increase, while acquisitions represented 5% and foreign exchange on Canadian operations accounted for 4%. Internal growth was attributable to higher systems installation revenues. EBITDA was $2.9 million and the margin was similar to last year at 7.8%.

Third quarter Business Services revenues were $41.3 million, an increase of 11% relative to the prior year period. Excluding the impact of foreign exchange on Canadian operations, revenue growth was 7%. EBITDA was $6.3 million or 15.2% of revenues, up 61% from $3.9 million or 10.5% of revenues in the third quarter last year. The margin increase reflects productivity gains and high capacity utilization in the customer contact centers during the quarter. Fourth quarter results are not expected to be as strong sequentially and comparatively due to expected client volume fluctuations and the non-recurrence of a significant promotional project last year.

Quarterly corporate costs were $2.5 million, up 25% from $1.8 million in the prior year period due to costs related to Sarbanes-Oxley compliance and higher performance-based executive compensation accruals.

For a reconciliation of segmented EBITDA to operating earnings, see "Segmented Revenues, EBITDA and Operating Earnings" below.

Financial Outlook

Based on the strong operating results to date and expectations for the balance of the year, FirstService is increasing and updating the outlook previously issued on November 30, 2004.

(in millions of US dollars, except per share amounts)	Year ending March 31, 2005				Year ending March 31, 2006
	Previous		Updated		Preliminary
Revenues	$745.0 - $775.0		$775.0 - $800.0		$1,050 - $1,100
EBITDA		66.0 - 69.0		73.0 - 76.0		90.0 - 95.0
Adjusted diluted earnings per share from      continuing operations		Not provided	$0.83 - $0.88		$0.97 - $1.05

Note: The updated outlook assumes: (i) no further acquisitions or divestitures completed during the outlook period; (ii) a currency exchange rate of C$0.8200 per US$1.0000; and (iii) a 100 basis point increase in floating interest rates during the outlook period. The updated outlook is based on current expectations of existing operations and is forward-looking. Actual results, in particular non-recurring commercial real estate brokerage revenues, may differ materially. The Company undertakes no obligation to update this information.

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Conference Call

FirstService will be holding a conference call on Wednesday, January 26, 2005 at 11:00 am Eastern Time to discuss results for the third quarter, the outlook for the remainder of fiscal 2005 and the preliminary outlook for fiscal 2006. The call will be simultaneously web cast and can be accessed live or after the call at www.firstservice.com in the "Investor Relations / News Releases" section.

Forward-looking Statements

This press release includes forward-looking statements. Forward-looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: (i) general economic and business conditions, which will, among other things, impact demand for the Company’s services and the cost of providing services; (ii) the ability of the Company to implement its business strategy, including the Company’s ability to acquire suitable acquisition candidates on acceptable terms and successfully integrate newly acquired businesses with its existing businesses; (iii) changes in or the failure to comply with government regulations; and (iv) other factors which are described in the Company’s filings with the Ontario Securities Commission.

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FIRSTSERVICE CORPORATION

Condensed Consolidated Statements of Earnings

(in thousands of US dollars, except per share amounts)

(unaudited)

	Three months ended						Nine months ended
	December 31						December 31
	2004			2003			2004		2003
Revenues	$	221,884		$	148,704		$	577,628	$	454,579
Cost of revenues		140,187			104,647			383,947		314,749
Selling, general and administrative expenses		57,274			34,184			128,453		95,259
Depreciation		3,916			3,390			10,654		9,631
Amortization of intangibles other than backlog		739			474			2,041		1,571
Amortization of backlog (1)		4,958			-			4,958		-
Operating earnings		14,810			6,009			47,575		33,369
Interest		2,798			1,992			7,357		6,097
		12,012			4,017			40,218		27,272
Income taxes		3,484			1,003			11,664		8,909
		8,528			3,014			28,554		18,363
Minority interest share of earnings		3,361			364			6,628		2,995
Net earnings from continuing operations		5,167			2,650			21,926		15,368
Net (loss) earnings from discontinued operation,  net of income taxes		-			(640	)		-		2,023
(Loss) gain on sale of discontinued operation, net  of income taxes		(225	)		-			1,936		-
Net earnings	$	4,942		$	2,010		$	23,862	$	17,391
Net earnings per share (2)
Basic
Continuing operations	$	0.17		$	0.09		$	0.74	$	0.54
Discontinued operation		-			(0.02	)		-		0.07
(Loss) gain on sale of discontinued operation		(0.01	)		-			0.06		-
	$	0.16		$	0.07		$	0.80	$	0.61
Diluted
Continuing operations	$	0.17		$	0.09		$	0.72	$	0.53
Discontinued operation		-			(0.02	)		-		0.07
(Loss) gain on sale of discontinued operation		(0.01	)		-			0.06		-
	$	0.16		$	0.07		$	0.78	$	0.60
Adjusted diluted net earnings per share from  continuing operations (3)	$	0.27		$	0.09		$	0.83	$	0.53
Weighted average shares                         Basic		29,802			28,454			29,683		28,376
outstanding: (in thousands)    Diluted		30,376			29,190			30,255		28,828

Notes

(1) Estimated amortization of short-lived backlog intangible asset recognized upon the acquisition of CMN. Backlog represents the fair value of pending commercial real estate brokerage transactions and listings as at the acquisition date. Amortization is recorded to coincide with the completion of the related brokerage transactions, which is expected to be 3 to 6 months. The CMN purchase price allocation will be finalized in the fourth quarter.

(2) Share and per-share information has been updated for each period presented to reflect the 2 for 1 stock split completed on December 15, 2004.

(3) See "Reconciliation of operating earnings, net earnings and net earnings per share to adjusted operatingearnings, adjusted net earnings and adjusted net earnings per share" below.

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Reconciliation of Operating Earnings, Net Earnings and Net Earnings Per Share to Adjusted Operating Earnings, Adjusted Net Earnings and Adjusted Net Earnings Per Share

(in thousands of US dollars, except per share amounts)

(unaudited)

The Company is presenting adjusted earnings measures to eliminate the impact of amortization of the short-lived backlog intangible asset recognized upon the acquisition of CMN. All of the adjustments are non-cash and are considered "non-GAAP financial measures" under OSC and SEC guidelines. The following tables provide a reconciliation of the adjusted measures:

	Three months ended					Nine months ended
	December 31					December 31
	2004			2003		2004			2003
Adjusted operating earnings	$	19,768		$	6,009	$	52,533		$	33,369
Amortization of backlog		(4,958	)		-		(4,958	)		-
Operating earnings	$	14,810		$	6,009	$	47,575		$	33,369
Adjusted net earnings from continuing  operations	$	8,340		$	2,650	$	25,099		$	15,368
Amortization of backlog		(4,958	)		-		(4,958	)		-
Deferred income taxes		1,785			-		1,785			-
Net earnings from continuing operations	$	5,167		$	2,650	$	21,926		$	15,368

Adjusted diluted net earnings per share from  continuing operations	$	0.27		$	0.09	$	0.83		$	0.53
Amortization of backlog, net of deferred  income taxes		(0.10	)		-		(0.11	)		-
Diluted net earnings per share from continuing  operations	$	0.17		$	0.09	$	0.72		$	0.53

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Reconciliation of EBITDA to Operating Earnings

(in thousands of US dollars)

(unaudited)

EBITDA is defined as net earnings from continuing operations before minority interest share of earnings, income taxes, interest, depreciation and amortization. The Company uses EBITDA to evaluate operating performance and as a measure for debt covenants with its lenders. EBITDA is an integral part of the Company’s planning and reporting systems. Additionally, the Company uses multiples of current and projected EBITDA in conjunction with discounted cash flow models to determine its overall enterprise valuation and to evaluate acquisition targets. The Company believes EBITDA is a reasonable measure of operating performance because of the low capital intensity of its service operations. The Company believes EBITDA is a financial metric used by many investors to compare companies, especially in the services indust ry, on the basis of operating results and the ability to incur and service debt. EBITDA is not a recognized measure of financial performance under United States or Canadian generally accepted accounting principles (GAAP), and should not be considered as a substitute for operating earnings, net earnings or cash flows from operating activities, as determined in accordance with GAAP. The Company’s method of calculating EBITDA may differ from other issuers and accordingly, EBITDA may not be comparable to measures used by other issuers. A reconciliation of EBITDA to operating earnings appears below.

	Three months ended						Nine months ended
	December 31						December 31
	2004			2003			2004			2003
EBITDA	$	24,423		$	9,873		$	65,228		$	44,571
Depreciation		(3,916	)		(3,390	)		(10,654	)		(9,631	)
Amortization of intangibles other than backlog		(739	)		(474	)		(2,041	)		(1,571	)
Amortization of backlog		(4,958	)		-			(4,958	)		-
Operating earnings	$	14,810		$	6,009		$	47,575		$	33,369

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Condensed Consolidated Balance Sheets

(in thousands of US dollars)

(unaudited)

	December 31		March 31
	2004		2004
Assets
Cash and cash equivalents	$	44,969	$	15,620
Accounts receivable		169,707		97,367
Inventories		19,818		15,229
Prepaids and other current assets		19,600		19,017
Current assets		254,094		147,233
Fixed assets		55,169		49,826
Other non-current assets		19,704		17,198
Goodwill and intangibles		301,163		223,296
Total assets	$	630,130	$	437,553
Liabilities and shareholders’ equity
Accounts payable and accrued liabilities	$	161,637	$	69,879
Other current liabilities		5,733		12,987
Long term debt - current		17,019		3,502
Current liabilities		184,389		86,368
Long term debt less current portion		205,443		160,386
Deferred income taxes		31,185		19,594
Minority interest		25,381		16,104
Shareholders’ equity		183,732		155,101
Total liabilities and equity	$	630,130	$	437,553
Total debt, excluding interest rate swaps	$	219,834	$	157,083
Total debt, net of cash, excluding interest rate swaps		174,865		141,463

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Condensed Consolidated Statements of Cash Flows

(in thousands of US dollars)

(unaudited)

	Nine months ended December 31
	2004			2003
Operating activities
Net earnings	$	23,862		$	17,391
Less: net earnings from discontinued operation		-			(2,023	)
Less: gain on sale of discontinued operation		(1,936	)		-
Items not affecting cash:
Depreciation		10,654			9,631
Amortization of intangibles other than backlog		2,041			1,571
Amortization of backlog		4,958			-
Deferred income taxes		(911	)		628
Minority interest share of earnings		6,628			2,994
Other		743			469
Changes in operating assets and liabilities		(10,662	)		(625	)
Net cash provided by operating activities		35,377			30,036
Investing activities
Acquisitions of businesses, net of cash acquired		(56,715	)		(15,869	)
Purchases of fixed assets, net		(10,656	)		(9,048	)
Other investing activities		3,306			(1,485	)
Net cash used in investing		(64,065	)		(26,402	)
Financing activities
Increase in long-term debt		47,944			3,182
Other financing activities		2,154			102
Net cash used in financing		50,098			3,284
Net cash provided by (used in) discontinued operation		4,679			(33	)
Effect of exchange rate changes on cash		3,260			(1,006	)
Increase in cash and cash equivalents during the period		29,349			5,879
Cash and cash equivalents, beginning of period		15,620			5,378
Cash and cash equivalents, end of period	$	44,969		$	11,257

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Segmented Revenues, EBITDA and Operating Earnings

(in thousands of US dollars)

(unaudited)

	Residential Property Management		Commercial Real Estate Services		Integrated Security Services		Property Improve-ment Services*		Business Services		Corporate			Consolidated
Three months ended December 31
2004
Revenues	$	65,617	$	49,599	$	37,196	$	27,813	$	41,258	$	401		$	221,884
EBITDA		4,100		10,731		2,902		2,924		6,282		(2,516	)		24,423
Operating earnings		2,797		5,508		2,282		2,040		4,725		(2,542	)		14,810
2003
Revenues	$	54,887	$	-	$	32,592	$	24,088	$	37,042	$	95		$	148,704
EBITDA		2,202		-		2,561		2,992		3,899		(1,781	)		9,873
Operating earnings		1,639		-		2,078		1,829		2,283		(1,820	)		6,009

	Residential Property Management		Commercial Real Estate Services		Integrated Security Services		Property Improve-ment Services*		Business Services		Corporate			Consolidated
Nine months ended December 31
2004
Revenues	$	215,639	$	49,599	$	106,909	$	90,354	$	114,661	$	466		$	577,628
EBITDA		18,128		10,731		8,156		19,641		14,640		(6,068	)		65,228
Operating earnings		14,455		5,508		6,424		17,333		10,036		(6,181	)		47,575
2003
Revenues	$	183,828	$	-	$	92,313	$	71,920	$	106,248	$	270		$	454,579
EBITDA		14,855		-		6,836		14,944		12,825		(4,889	)		44,571
Operating earnings		11,703		-		5,433		13,196		8,038		(5,001	)		33,369

* Previously known as Consumer Services

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