================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                          HOLLINGER INTERNATIONAL INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                                      93-3518892
  (State or other jurisdiction of                         (IRS Employer
   incorporation or organization)                       Identification No.)

                                712 Fifth Avenue
                               New York, NY 10019
   (Address, including zip code, of Registrant's principal executive offices)

                              ____________________

                          Hollinger International Inc.
                           1999 Stock Incentive Plan
                            (FULL TITLE OF THE PLAN)
                              ____________________

                               James R. Van Horn
                       Vice President and General Counsel
                         Hollinger International, Inc.
                                712 Fifth Avenue
                               New York, NY 10019
                                 (212) 586-5666
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                              ____________________

                                    COPY TO:
                              Judith Thoyer, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                          1285 Avenue of the Americas
                         New York, New York 10019-6064
                                 (212) 373-3000
                              ____________________

<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
                                                                    Proposed Maximum    Proposed Maximum      Amount of
         Title of Each Class of                    Amount to be      Offering Price    Aggregate Offering   Registration
      Securities to be Registered                 Registered (1)       Per Share              Price              Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                  <C>                <C>                  <C>
Class A Common Stock, par value $0.01          4,647,823 shares (2)      $8.19(3)           $38,065,671         $4,074
per share
---------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01          3,852,177 shares (4)      $7.96(5)           $30,663,329         $3,281
per share
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"), this  Registration  Statement shall be deemed to cover
     any additional securities to be offered or issued from stock splits, stock
     dividends or similar transactions.
(2)  Consists of shares of Hollinger  International Inc.'s Class A Common Stock
     underlying  awards granted and outstanding  under Hollinger  International
     Inc.'s 1999 Stock Incentive Plan (the "1999 Plan").
(3)  Pursuant to Rule 457(h) under the  Securities  Act,  the proposed  maximum
     offering  price per share was  determined  based on the  weighted  average
     exercise price of the options granted.
(4)  Consists of shares of Hollinger  International Inc.'s Class A Common Stock
     reserved for issuance  upon the exercise of awards to be granted under the
     1999 Plan.
(5)  Pursuant to Rule 457(c) and (h) under the  Securities  Act,  the  proposed
     maximum  offering price per share was  determined  based on the average of
     the high and low prices for Hollinger  International Inc.'s Class A Common
     Stock reported on the New York Stock Exchange  Composite Tape on April 24,
     2006.

===============================================================================

<PAGE>


                                EXPLANATORY NOTE

         The Section 10(a) prospectus delivered by Hollinger International Inc.
(the "Company") to participants in the Company's 1999 Stock Incentive Plan (the
"1999  Plan") as  required  by Rule 428 under the  Securities  Act of 1933,  as
amended  (the   "Securities   Act"),   was  prepared  in  accordance  with  the
requirements  of Form S-8 and  relates to shares of Class A Common  Stock,  par
value $0.01 per share,  of the Company  (the "Common  Stock"),  which have been
reserved for issuance pursuant to the awards granted or to be granted under the
Plan.  The  information  regarding  the  Plan  required  in the  Section  10(a)
prospectus  is included in  documents  being  maintained  and  delivered by the
Company as required by Rule 428 under the  Securities  Act.  The Company  shall
provide to  participants in the Plan a written  statement  advising them of the
availability  without  charge,  upon  written  or oral  request,  of  documents
incorporated  by reference  herein,  as is required by Item 2 of Part I of Form
S-8.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information required in Part I of Form
S-8 will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by  reference  in this  Registration  Statement  pursuant to Item 3 of Part II,
taken together,  constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  and  information  previously  filed with the
Securities and Exchange  Commission by the Company are hereby  incorporated  by
reference in this  registration  statement:  (i) the Company's Annual Report on
Form 10-K for year ended  December  31,  2005 and (ii) the  description  of the
Company's  Class  A  Common  Stock  contained  in  the  Company's  Registration
Statement on Form 8-A,  including  all  amendments  and reports  updating  such
description.

         All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this  prospectus and prior to the filing of a  post-effective
amendment which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this registration  statement and to be part hereof
from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  among other things,  that a corporation may indemnify any person who
was or is a  party  or is  threatened  to be made a  party  to any  threatened,
pending or completed action,  suit or proceeding (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director,  officer, employee or agent of the corporation,  or is or was serving
at the  corporation's  request as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other enterprise,
against expenses,  including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
the action,  suit or  proceeding.  The power to  indemnify  applies (i) if such
person is successful on the merits or otherwise in defense of any action,  suit
or  proceeding  or (ii) if such  person  acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to the  best  interests  of the
corporation,  and with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  The power to indemnify
applies to actions  brought by or in the right of the  corporation as well, but
only  to the  extent  of  defense  expenses,  (including  attorneys'  fees  but
excluding amounts paid in settlement)  actually and reasonably incurred and not
to any satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
duties to the  corporation,  unless a court  believes  that in light of all the
circumstances indemnification should apply.

         The  Company's  Restated   Certificate  of  Incorporation  limits  the
personal  liability  of the  directors  of the  Company to the  fullest  extent
permitted  by Section  102(b)(7) of the DGCL except for  liability  (i) for any
breach of the  director's  duty of loyalty to the Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing  violation of law, (iii) pursuant to Section 174 of the
DGCL, or (iv) for any transaction  from which the director  derived an improper
personal benefit.

         Reference  is  made to Item 9 for our  undertakings  with  respect  to
indemnification for liabilities arising under the Securities Act.

         We maintain  directors'  and  officers'  liability  insurance  for our
officers and directors.

                                       2
<PAGE>

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.     EXHIBITS

4.1         Restated Certificate of Incorporation of the Company  (Incorporated
            by reference  to Exhibit 3.1 to Annual  Report on Form 10-K for the
            year ended December 31, 2003 filed on January 18, 2005).
4.2         By-laws of the Company,  as amended  (Incorporated  by reference to
            Exhibit  3.2 to  Annual  Report  on Form  10-K for the  year  ended
            December 31, 2003 filed on January 18, 2005).
5.1*        Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1*       Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison LLP (included
            as part of Exhibit 5.1).
23.2*       Consent of Independent Registered Public Accounting Firm.
24.1*       Power of Attorney (included on the signature page).

* Filed herewith.


ITEM 9.     UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (a)    To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)    To include any prospectus  required by Section  10(a)(3) of the
         Securities Act of 1933;

         (ii)   To reflect in the  prospectus any facts or events arising after
         the effective date of the  registration  statement (or the most recent
         post-effective  amendment  thereof)  which,  individually  or  in  the
         aggregate, represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the foregoing,  any
         increase  or decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed that which was
         registered)  and  any  deviation  from  the  low  or  high  end of the
         estimated  maximum  offering  range  may be  reflected  in the form of
         prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
         the aggregate,  the changes in volume and price represent no more than
         a 20% change in the maximum aggregate  offering price set forth in the
         "Calculation of Registration Fee" table in the effective  registration
         statement.

         (iii)  To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.

         PROVIDED, HOWEVER, THAT:

         (A) paragraphs  (a)(i) and (a)(ii) of this section do not apply if the
         registration statement is on Form S-8, and the information required to
         be included  in a  post-effective  amendment  by those  paragraphs  is
         contained in reports filed with or furnished to the  Commission by the
         registrant  pursuant to section 13 or section 15(d) of the  Securities
         Exchange  Act of  1934  that  are  incorporated  by  reference  in the
         registration statement;

         (B)  paragraphs  (a)(i),  (a)(ii) and  (a)(iii) of this section do not
         apply if the registration statement is on Form S-3 or Form F-3 and the
         information  required to be included in a post-effective  amendment by
         those  paragraphs  is contained in reports  filed with or furnished to
         the  Commission  by the  registrant  pursuant to section 13 or section
         15(d) of the Securities  Exchange Act of 1934 that are incorporated by
         reference in the registration  statement, or is contained in a form of
         prospectus  filed  pursuant  to  Rule  424(b)  that  is  part  of  the
         registration statement; and


                                       3
<PAGE>

         (C)  paragraphs  (a)(i) and  (a)(ii) do not apply if the  registration
         statement is for an offering of asset-backed securities on Form S-1 or
         Form  S-3,  and  the   information   required  to  be  included  in  a
         post-effective  amendment  is  provided  pursuant  to Item  1100(c) of
         Regulation AB.

         (b)    That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such  post-effective  amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)    To  remove  from  registration  by  means  of a  post-effective
amendment any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (d)    The undersigned registrant hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933, each filing of
the  registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in the
registration  statement  shall be  deemed  to be a new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (e)    Insofar as  indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and controlling
persons of the registrant pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Securities  and
Exchange Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by the
registrant of expenses  incurred or paid by a director,  officer or controlling
person of the  registrant  in the  successful  defense of any  action,  suit or
proceeding)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the registrant will, unless in
the  opinion  of its  counsel  the  matter  has  been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                       4
<PAGE>

                                   SIGNATURES

            Pursuant to the  requirements of the Securities Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on April 27, 2006.

                                       HOLLINGER INTERNATIONAL INC.



                                       By: /s/ Gordon A. Paris
                                           ---------------------------------
                                           Name:  Gordon A. Paris
                                           Title: Chairman and President and
                                                  Chief Executive Officer


                               POWER OF ATTORNEY

            Each person whose signature  appears below constitutes and appoints
James R. Van Horn and Gordon A.  Paris,  and each of them,  his true and lawful
attorneys-in-fact   and   agents,   with  full   power  of   substitution   and
resubstitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities,   to  sign  any  and  all  amendments,   including   post-effective
amendments,  to this  Registration  Statement,  and to file the same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Commission,  granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and thing
requisite and  necessary to be done in and about the  premises,  as fully as to
intents and purposes as he might do or could do in person hereby  ratifying and
confirming all that said  attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

            Pursuant  to  the   requirements   of  the  Securities   Act,  this
Registration Statement has been signed below on April 27, 2006 by the following
persons in the capacities indicated.

          SIGNATURE                                    TITLES
          ---------                                    ------

   /s/ Gordon A. Paris               Chairman and President and Chief
-------------------------------      Executive Officer
   Gordon A. Paris                   (Principal Executive Officer)


   /s/ Gregory A. Stocklosa          Vice President and Chief Financial Officer
-------------------------------      (Principal Financial Officer)
   Gregory A. Stoklosa


   /s/ Thomas L. Kram                Corporate Controller
-------------------------------      (Principal Accounting Officer)
   Thomas L. Kram


   /s/ John F. Bard                  Director
-------------------------------
   John F. Bard


   /s/ Stanley M. Beck               Director
-------------------------------
   Stanley M. Beck


                                      5
<PAGE>


          SIGNATURE                                    TITLES
          ---------                                    ------

   /s/ Randall C. Benson             Director
-------------------------------
   Randall C. Benson


   /s/ Cyrus F. Freidheim, Jr.       Director
-------------------------------
   Cyrus F. Friedheim, Jr.


   /s/ John M. O'Brien               Director
-------------------------------
   John M. O'Brien


   /s/ Graham W. Savage              Director
-------------------------------
   Graham W. Savage


   /s/ Raymond G.H. Seitz            Director
-------------------------------
   Raymond G.H. Seitz


   /s/ Raymond S. Troubh             Director
-------------------------------
   Raymond S. Troubh




                                      6
<PAGE>


                               INDEX TO EXHIBITS
                               -----------------


   4.1      Restated Certificate of Incorporation of the Company (Incorporated
            by reference to Exhibit 3.1 to Annual  Report on Form 10-K for the
            year ended December 31, 2003 filed on January 18, 2005).

   4.2      By-laws of the Company,  as amended  (Incorporated by reference to
            Exhibit  3.2 to  Annual  Report  on Form  10-K for the year  ended
            December 31, 2003 filed on January 18, 2005).

   5.1*     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

   23.1*    Consent of Paul, Weiss, Rifkind,  Wharton & Garrison LLP (included
            as part of Exhibit 5.1).

   23.2*    Consent of Independent Registered Public Accounting Firm.

   24.1*    Power of Attorney (included on the signature page).



* Filed herewith.






                                      7
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{"company-data": {"conformed-name": "HOLLINGER INTERNATIONAL INC", "cik": "0000868512", "assigned-sic": "2711", "irs-number": "953518892", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133586", "film-number": "06784374"}, "business-address": {"street1": "350 NORTH ORLEANS ST", "street2": "FLOOR 10 SOUTH", "city": "CHICAGO", "state": "IL", "zip": "60654-1771", "phone": "3123212299"}, "mail-address": {"street1": "350 NORTH ORLEANS ST", "street2": "FLOOR 10 SOUTH", "city": "CHICAGO", "state": "IL", "zip": "60654-1771"}, "former-company": {"former-conformed-name": "AMERICAN PUBLISHING COMPANY", "date-changed": "19940204"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                          HOLLINGER INTERNATIONAL INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                                      93-3518892
  (State or other jurisdiction of                         (IRS Employer
   incorporation or organization)                       Identification No.)

                                712 Fifth Avenue
                               New York, NY 10019
   (Address, including zip code, of Registrant's principal executive offices)

                              ____________________

                          Hollinger International Inc.
                           1999 Stock Incentive Plan
                            (FULL TITLE OF THE PLAN)
                              ____________________

                               James R. Van Horn
                       Vice President and General Counsel
                         Hollinger International, Inc.
                                712 Fifth Avenue
                               New York, NY 10019
                                 (212) 586-5666
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                              ____________________

                                    COPY TO:
                              Judith Thoyer, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                          1285 Avenue of the Americas
                         New York, New York 10019-6064
                                 (212) 373-3000
                              ____________________
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
                                                                    Proposed Maximum    Proposed Maximum      Amount of
         Title of Each Class of                    Amount to be      Offering Price    Aggregate Offering   Registration
      Securities to be Registered                 Registered (1)       Per Share              Price              Fee
---------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01          4,647,823 shares (2)      $8.19(3)           $38,065,671         $4,074
per share
---------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01          3,852,177 shares (4)      $7.96(5)           $30,663,329         $3,281
per share
---------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"), this  Registration  Statement shall be deemed to cover
     any additional securities to be offered or issued from stock splits, stock
     dividends or similar transactions.
(2)  Consists of shares of Hollinger  International Inc.'s Class A Common Stock
     underlying  awards granted and outstanding  under Hollinger  International
     Inc.'s 1999 Stock Incentive Plan (the "1999 Plan").
(3)  Pursuant to Rule 457(h) under the  Securities  Act,  the proposed  maximum
     offering  price per share was  determined  based on the  weighted  average
     exercise price of the options granted.
(4)  Consists of shares of Hollinger  International Inc.'s Class A Common Stock
     reserved for issuance  upon the exercise of awards to be granted under the
     1999 Plan.
(5)  Pursuant to Rule 457(c) and (h) under the  Securities  Act,  the  proposed
     maximum  offering price per share was  determined  based on the average of
     the high and low prices for Hollinger  International Inc.'s Class A Common
     Stock reported on the New York Stock Exchange  Composite Tape on April 24,
     2006.

===============================================================================
EXPLANATORY NOTE

         The Section 10(a) prospectus delivered by Hollinger International Inc.
(the "Company") to participants in the Company's 1999 Stock Incentive Plan (the
"1999  Plan") as  required  by Rule 428 under the  Securities  Act of 1933,  as
amended  (the   "Securities   Act"),   was  prepared  in  accordance  with  the
requirements  of Form S-8 and  relates to shares of Class A Common  Stock,  par
value $0.01 per share,  of the Company  (the "Common  Stock"),  which have been
reserved for issuance pursuant to the awards granted or to be granted under the
Plan.  The  information  regarding  the  Plan  required  in the  Section  10(a)
prospectus  is included in  documents  being  maintained  and  delivered by the
Company as required by Rule 428 under the  Securities  Act.  The Company  shall
provide to  participants in the Plan a written  statement  advising them of the
availability  without  charge,  upon  written  or oral  request,  of  documents
incorporated  by reference  herein,  as is required by Item 2 of Part I of Form
S-8.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information required in Part I of Form
S-8 will be sent or given  to  participating  employees  as  specified  by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by  reference  in this  Registration  Statement  pursuant to Item 3 of Part II,
taken together,  constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  and  information  previously  filed with the
Securities and Exchange  Commission by the Company are hereby  incorporated  by
reference in this  registration  statement:  (i) the Company's Annual Report on
Form 10-K for year ended  December  31,  2005 and (ii) the  description  of the
Company's  Class  A  Common  Stock  contained  in  the  Company's  Registration
Statement on Form 8-A,  including  all  amendments  and reports  updating  such
description.

         All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this  prospectus and prior to the filing of a  post-effective
amendment which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall be  deemed  to be
incorporated by reference in this registration  statement and to be part hereof
from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  among other things,  that a corporation may indemnify any person who
was or is a  party  or is  threatened  to be made a  party  to any  threatened,
pending or completed action,  suit or proceeding (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director,  officer, employee or agent of the corporation,  or is or was serving
at the  corporation's  request as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other enterprise,
against expenses,  including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
the action,  suit or  proceeding.  The power to  indemnify  applies (i) if such
person is successful on the merits or otherwise in defense of any action,  suit
or  proceeding  or (ii) if such  person  acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to the  best  interests  of the
corporation,  and with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  The power to indemnify
applies to actions  brought by or in the right of the  corporation as well, but
only  to the  extent  of  defense  expenses,  (including  attorneys'  fees  but
excluding amounts paid in settlement)  actually and reasonably incurred and not
to any satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
duties to the  corporation,  unless a court  believes  that in light of all the
circumstances indemnification should apply.

         The  Company's  Restated   Certificate  of  Incorporation  limits  the
personal  liability  of the  directors  of the  Company to the  fullest  extent
permitted  by Section  102(b)(7) of the DGCL except for  liability  (i) for any
breach of the  director's  duty of loyalty to the Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or which  involve  intentional
misconduct or a knowing  violation of law, (iii) pursuant to Section 174 of the
DGCL, or (iv) for any transaction  from which the director  derived an improper
personal benefit.

         Reference  is  made to Item 9 for our  undertakings  with  respect  to
indemnification for liabilities arising under the Securities Act.

         We maintain  directors'  and  officers'  liability  insurance  for our
officers and directors.

                                       2
ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.     EXHIBITS

4.1         Restated Certificate of Incorporation of the Company  (Incorporated
            by reference  to Exhibit 3.1 to Annual  Report on Form 10-K for the
            year ended December 31, 2003 filed on January 18, 2005).
4.2         By-laws of the Company,  as amended  (Incorporated  by reference to
            Exhibit  3.2 to  Annual  Report  on Form  10-K for the  year  ended
            December 31, 2003 filed on January 18, 2005).
5.1*        Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1*       Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison LLP (included
            as part of Exhibit 5.1).
23.2*       Consent of Independent Registered Public Accounting Firm.
24.1*       Power of Attorney (included on the signature page).

* Filed herewith.

ITEM 9.     UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (a)    To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

         (i)    To include any prospectus  required by Section  10(a)(3) of the
         Securities Act of 1933;

         (ii)   To reflect in the  prospectus any facts or events arising after
         the effective date of the  registration  statement (or the most recent
         post-effective  amendment  thereof)  which,  individually  or  in  the
         aggregate, represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the foregoing,  any
         increase  or decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed that which was
         registered)  and  any  deviation  from  the  low  or  high  end of the
         estimated  maximum  offering  range  may be  reflected  in the form of
         prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
         the aggregate,  the changes in volume and price represent no more than
         a 20% change in the maximum aggregate  offering price set forth in the
         "Calculation of Registration Fee" table in the effective  registration
         statement.

         (iii)  To include any material information with respect to the plan of
         distribution not previously disclosed in the registration statement or
         any material change to such information in the registration statement.

         PROVIDED, HOWEVER, THAT:

         (A) paragraphs  (a)(i) and (a)(ii) of this section do not apply if the
         registration statement is on Form S-8, and the information required to
         be included  in a  post-effective  amendment  by those  paragraphs  is
         contained in reports filed with or furnished to the  Commission by the
         registrant  pursuant to section 13 or section 15(d) of the  Securities
         Exchange  Act of  1934  that  are  incorporated  by  reference  in the
         registration statement;

         (B)  paragraphs  (a)(i),  (a)(ii) and  (a)(iii) of this section do not
         apply if the registration statement is on Form S-3 or Form F-3 and the
         information  required to be included in a post-effective  amendment by
         those  paragraphs  is contained in reports  filed with or furnished to
         the  Commission  by the  registrant  pursuant to section 13 or section
         15(d) of the Securities  Exchange Act of 1934 that are incorporated by
         reference in the registration  statement, or is contained in a form of
         prospectus  filed  pursuant  to  Rule  424(b)  that  is  part  of  the
         registration statement; and

                                       3
(C)  paragraphs  (a)(i) and  (a)(ii) do not apply if the  registration
         statement is for an offering of asset-backed securities on Form S-1 or
         Form  S-3,  and  the   information   required  to  be  included  in  a
         post-effective  amendment  is  provided  pursuant  to Item  1100(c) of
         Regulation AB.

         (b)    That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such  post-effective  amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (c)    To  remove  from  registration  by  means  of a  post-effective
amendment any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (d)    The undersigned registrant hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933, each filing of
the  registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in the
registration  statement  shall be  deemed  to be a new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (e)    Insofar as  indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and controlling
persons of the registrant pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the opinion of the  Securities  and
Exchange Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by the
registrant of expenses  incurred or paid by a director,  officer or controlling
person of the  registrant  in the  successful  defense of any  action,  suit or
proceeding)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the registrant will, unless in
the  opinion  of its  counsel  the  matter  has  been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

            Pursuant to the  requirements of the Securities Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on April 27, 2006.

                                       HOLLINGER INTERNATIONAL INC.

                                       By: /s/ Gordon A. Paris
                                           ---------------------------------
                                           Name:  Gordon A. Paris
                                           Title: Chairman and President and
                                                  Chief Executive Officer

                               POWER OF ATTORNEY

            Each person whose signature  appears below constitutes and appoints
James R. Van Horn and Gordon A.  Paris,  and each of them,  his true and lawful
attorneys-in-fact   and   agents,   with  full   power  of   substitution   and
resubstitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities,   to  sign  any  and  all  amendments,   including   post-effective
amendments,  to this  Registration  Statement,  and to file the same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Commission,  granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and thing
requisite and  necessary to be done in and about the  premises,  as fully as to
intents and purposes as he might do or could do in person hereby  ratifying and
confirming all that said  attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

            Pursuant  to  the   requirements   of  the  Securities   Act,  this
Registration Statement has been signed below on April 27, 2006 by the following
persons in the capacities indicated.

          SIGNATURE                                    TITLES
          ---------                                    ------

   /s/ Gordon A. Paris               Chairman and President and Chief
-------------------------------      Executive Officer
   Gordon A. Paris                   (Principal Executive Officer)

   /s/ Gregory A. Stocklosa          Vice President and Chief Financial Officer
-------------------------------      (Principal Financial Officer)
   Gregory A. Stoklosa

   /s/ Thomas L. Kram                Corporate Controller
-------------------------------      (Principal Accounting Officer)
   Thomas L. Kram

   /s/ John F. Bard                  Director
-------------------------------
   John F. Bard

   /s/ Stanley M. Beck               Director
-------------------------------
   Stanley M. Beck

                                      5
SIGNATURE                                    TITLES
          ---------                                    ------

   /s/ Randall C. Benson             Director
-------------------------------
   Randall C. Benson

   /s/ Cyrus F. Freidheim, Jr.       Director
-------------------------------
   Cyrus F. Friedheim, Jr.

   /s/ John M. O'Brien               Director
-------------------------------
   John M. O'Brien

   /s/ Graham W. Savage              Director
-------------------------------
   Graham W. Savage

   /s/ Raymond G.H. Seitz            Director
-------------------------------
   Raymond G.H. Seitz

   /s/ Raymond S. Troubh             Director
-------------------------------
   Raymond S. Troubh

                                      6
INDEX TO EXHIBITS
                               -----------------

   4.1      Restated Certificate of Incorporation of the Company (Incorporated
            by reference to Exhibit 3.1 to Annual  Report on Form 10-K for the
            year ended December 31, 2003 filed on January 18, 2005).

   4.2      By-laws of the Company,  as amended  (Incorporated by reference to
            Exhibit  3.2 to  Annual  Report  on Form  10-K for the year  ended
            December 31, 2003 filed on January 18, 2005).

   5.1*     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

   23.1*    Consent of Paul, Weiss, Rifkind,  Wharton & Garrison LLP (included
            as part of Exhibit 5.1).

   23.2*    Consent of Independent Registered Public Accounting Firm.

   24.1*    Power of Attorney (included on the signature page).

* Filed herewith.

                                      7