Trizec Canada (TZC) 6-K Agreement and Plan of Merger

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
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2006 Commission File Number: 0-51279

TRIZEC CANADA INC.

(Name of registrant)

BCE Place, Suite 3820
181 Bay Street
Toronto, Ontario
Canada M5J 2T3
(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-Fo Form 40-Fþ

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): ___

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): ___

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:

Yeso Noþ

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

TABLE OF CONTENTS

Amendment to the Agreement and Plan of Merger and Arrangement Agreement

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: August 8, 2006	By:	/s/ Colin Chapin
	Name:	Colin J. Chapin
	Title:	Senior Vice President, Chief Financial
		Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Amendment no. 3, dated August 7, 2006, to the 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.