UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSIONContents

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~Form 6-K~~Washington, D.C. 20549

~~REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A~~Form 6-~~16 OR 15D-16~~K ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~REPORT ~~the~~OF ~~month~~FOREIGN ofPRIVATE ~~June,~~ISSUER ~~2006~~PURSUANT ~~Commission~~TO ~~File~~RULE ~~Number:~~13A-16 0OR 15D-~~51279~~16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~TRIZEC~~For ~~CANADA~~the ~~INC.~~ month of June, 2006 Commission File Number: 0-51279

~~(Name~~TRIZEC ofCANADA ~~registrant)~~INC.

~~BCE Place, Suite 3820 181 Bay Street Toronto, Ontario Canada M5J 2T3~~ (~~Address~~Name of ~~Principal Executive Offices~~registrant)

~~Indicate~~BCE byPlace, ~~check~~Suite 3820 181 ~~mark~~Bay ~~whether~~Street Toronto, ~~the~~Ontario Canada ~~registrant~~M5J ~~files~~2T3 (Address ~~or will file annual reports under cover~~ of ~~Form~~ ~~20-F~~Principal orExecutive ~~Form 40-F:~~ Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F ¨or Form 40-F þ:

~~Indicate by check mark if the registrant is submitting the~~ Form 6 20-KF ~~in paper as permitted by Regulation~~o Form S40-TF ~~Rule 101(b)(1): ___________~~ þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(71): ~~___________~~

Indicate by check mark ~~whether~~if the registrant byis ~~furnishing~~submitting the ~~information~~Form ~~contained~~6-K in ~~this~~paper ~~Form is~~as ~~also~~permitted ~~thereby~~by Regulation S-T ~~furnishing the information to the Commission pursuant to~~ Rule ~~12g3-2~~101(b) ~~under the Securities Exchange Act of 1934~~(7):

~~Yes~~Indicate ¨by Nocheck þmark 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:

~~If “~~Yes” iso No ~~marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A~~ þ

~~SIGNATURE~~If “Yes” is marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

~~Pursuant~~TABLE toOF ~~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.~~ CONTENTS

	TRIZEC CANADA INC.
Date: June 6, 2006	By:	/s/ Colin Chapin
		Name:	Colin J. Chapin
		Title:	Senior Vice President, Chief Financial Officer and Corporate Secretary


SIGNATURE
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

EXHIBITTable INDEX of Contents

Exhibit		Description of Exhibit
99.1		Form 51-102F3 — Material Change Report Under National Instrument 51-102 of Trizec Canada Inc. dated June 5, 2006.
99.2		Agreement and plan of merger and arrangement agreement, dated June 5, 2006, by and among Trizec Properties Inc., Trizec Canada Inc., Trizec Holdings Operating LLC, Grace Holdings LLC, Grace Acquisition Corporation, 4162862 Canada Limited and Grace OP LLC.
99.3		Support agreement, dated as of June 5, 2006, by and among Trizec Canada, Grace Holdings LLC and Grace Acquisition Corporation.
99.4		Support agreement, dated as of June 5, 2006, by and among P.M. Capital Inc., Grace Holdings LLC and 4162862 Canada Limited.

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, thereunto duly authorized.


		TRIZEC CANADA INC.

Date: June 21, 2006	By:	/s/ Colin J. Chapin

	Name:	Colin J. Chapin
	Title:	Senior Vice President, Chief Financial
		Officer and Corporate Secretary

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		News Release for Trizec Canada Inc. dated June 21, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSIONContents

EXHIBITTable INDEX of Contents

Table of Contents

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