As filed with the Securities and Exchange Commission on October 26, 2005
                                                     Registration No. 333-
===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                           -------------------------

                           ACE AVIATION HOLDINGS INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Canada                                     Not Applicable
(Jurisdiction of Incorporation)            (I.R.S. Employer Identification No.)

                       5100 de Maisonneuve Boulevard West
                                Montreal, Quebec
                                 Canada H4A 3T2
             (Address of Registrant's Principal Executive Offices)

                  ACE Aviation Holdings Inc. Stock Option Plan
                              (Full Title of Plan)

                             CT Corporation System
                               111 Eighth Avenue
                            New York, New York 10011
                                 (212) 894-8940
           (Name, Address and Telephone Number of Agent for Service)

                           -------------------------
                                   Copies to:
       Christopher W. Morgan, Esq.                     Jean Marc Huot, Esq.
       Riccardo A. Leofanti, Esq.                      Stikeman Elliott LLP
Skadden, Arps, Slate, Meagher & Flom LLP          1155 Rene-Levesque Blvd. West
             222 Bay Street                                 Suite 4000
        Suite 1750, P.O. Box 258                     Montreal, Quebec H3B 3V2
        Toronto, Ontario M5K 1J5                          (514) 397-3000
             (416) 777-4700

                           -------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                <C>                  <C>                    <C>                <C>
=======================================================================================================================
    Title of Securities To Be     |   Amount To Be     |  Proposed Maximum   | Proposed Maximum  |       Amount of
           Registered             |  Registered (1)    | Offering Price Per  |    Aggregate      |    Registration Fee
                                  |                    |       Share         |  Offering Price   |
----------------------------------|--------------------|---------------------|-------------------|---------------------
   Class A Variable Voting Shares |       10,000       |     $17.00 (2)      |     $170,000      |         $20.01
                                  |      190,000       |      26.91 (3)      |    5,112,900      |         601.79
                                  |--------------------|                     |-------------------|---------------------
                            Total |      200,000       |                     |   $5,282,900      |        $621.80
----------------------------------|--------------------|---------------------|-------------------|---------------------
</TABLE>
Notes
(1)  The Securities being registered consist of Class A Variable Voting Shares
     issuable to U.S. participants under the Stock Option Plan in connection
     with the exercise of stock options. Pursuant to Rule 416 under the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement also covers additional shares that may become
     issuable under the Plan by reason of certain corporate transactions or
     events, including any stock dividend, stock split, recapitalization or any
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the Registrant's outstanding
     shares.

(2)  In accordance with Rule 457(h)(i), the option exercise price (initially
     expressed in Canadian dollars), converted to U.S. dollars using a factor
     of 0.8498, which is the inverse of the noon buying rate in New York City
     for cable transfers in Canadian dollars as certified for customs purposes
     by the Federal Reserve Bank of New York on October 25, 2005.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to paragraphs (c) and (h)(i) of Rule 457 under the Securities Act
     on the basis of the average of the high and low prices for the Class A
     Variable Voting Shares on the Toronto Stock Exchange on October 25, 2005,
     converted to U.S. dollars using a factor of 0.8498, which was the inverse
     of the noon buying rate in New York City for cable transfers in Canadian
     dollars as certified for customs purposes by the Federal Reserve Bank of
     New York on such date.

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

<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents, or excepts thereof as indicated, filed by the
Registrant with the Commission are incorporated by reference into this
Registration Statement:

(a)               Annual report on Form 40-F of the Registrant for the fiscal
                  year ended December 31, 2004, filed with the Commission on
                  March 21, 2005;

(b)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on April 15, 2005;

(c)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 2, 2005;

(d)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 13, 2005;

(e)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 20, 2005;

(f)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 20, 2005;

(g)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on June 27, 2005;

(h)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on August 5, 2005;

(i)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on August 15, 2005;

(j)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on September 30, 2005; and

(k)               The description of the Registrant's Class A Variable Voting
                  Shares contained in the Registrant's Registration Statement
                  on Form F-10, filed with the Commission on December 1, 2004
                  (Commission File Number 333-120880).

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and shall be deemed to be a part
hereof from the date of the filing of such documents. In addition, any Report
on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to
the Exchange Act shall be incorporated by reference into this Registration
Statement if and to the extent provided in such document.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel

         Marvin Yontef is a director of the Registrant and a senior partner in
the law firm Stikeman Elliott LLP, which is counsel to the Registrant and has
given an opinion as to the validity of the securities being registered.

Item 6.  Indemnification of Directors and Officers

         Section 124 of the Canada Business Corporation Act, as amended (the
"CBCA"), provides as follows:

                                     II-1
<PAGE>

          1.  Indemnification. A corporation may indemnify a director or
              officer of the corporation, a former director or officer of the
              corporation or another individual who acts or acted at the
              corporation's request as a director or officer, or an individual
              acting in a similar capacity, of another entity, against all
              costs, charges and expenses, including an amount paid to settle
              an action or satisfy a judgment, reasonably incurred by the
              individual in respect of any civil, criminal, administrative,
              investigative or other proceeding in which the individual is
              involved because of that association with the corporation or
              other entity.

          2.  Advance of costs. A corporation may advance moneys to a director,
              officer or other individual for the costs, charges and expenses
              of a proceeding referred to in subsection (1). The individual
              shall repay the moneys if the individual does not fulfill the
              conditions of subsection (3).

          3.  Limitation. A corporation may not indemnify an individual under
              subsection (1) unless the individual:

              (a) acted honestly and in good faith with a view to the best
                  interests of the corporation, or, as the case may be, to the
                  best interests of the other entity for which the individual
                  acted as director or officer or in a similar capacity at the
                  corporation's request; and

              (b) in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, the
                  individual had reasonable grounds for believing that the
                  individual's conduct was lawful.

          4.  Indemnification in derivative actions. A corporation may with the
              approval of a court, indemnify an individual referred to in
              subsection (1), or advance moneys under subsection (2), in
              respect of an action by or on behalf of the corporation or other
              entity to procure a judgment in its favor, to which the
              individual is made a party because of the individual's
              association with the corporation or other entity as described in
              subsection (1) against all costs, charges and expenses reasonably
              incurred by the individual in connection with such action, if the
              individual fulfils the conditions set out in subsection (3).

          5.  Right to Indemnity. Despite subsection (1), an individual
              referred to in that subsection is entitled to indemnity from the
              corporation in respect of all costs, charges and expenses
              reasonably incurred by the individual in connection with the
              defense of any civil, criminal, administrative, investigative or
              other proceeding to which the individual is subject because of
              the individual's association with the corporation or other entity
              as described in subsection (1), if the individual seeking
              indemnity:

              (a) was not judged by the court or other competent authority to
                  have committed any fault or omitted to do anything that the
                  individual ought to have done; and

              (b) fulfils the conditions set out in subsection (3).

          6.  Insurance. A corporation may purchase and maintain insurance for
              the benefit of an individual referred to in subsection (1)
              against any liability incurred by the individual

              (a) in the individual's capacity as a director or officer of the
                  corporation; or

              (b) in the individual's capacity as a director or officer, or
                  similar capacity, of another entity, if the individual acts or
                  acted in that capacity at the corporation's request.

          7.  Application to court. A corporation, an individual or an entity
              referred to in subsection (1) may apply to a court for an order
              approving an indemnity under this section and the court may so
              order and make any further order that it sees fit.

          8.  Notice to Director. An applicant under subsection (7) shall give
              the Director notice of the application and the Director is
              entitled to appear and be heard in person or by counsel.

          9.  Other notice. On an application under subsection (7) the court
              may order notice to be given to any interested person and the
              person is entitled to appear and be heard in person or by
              counsel.

                                     II-2
<PAGE>


         Subject to the limitations contained in the CBCA, the By-laws of the
Registrant provide that every director or officer of the Registrant, every
former director or officer of the Registrant or another individual who acts or
acted at the Registrant's request as a director or officer, or an individual
acting in a similar capacity, of another entity shall, from time to time, be
indemnified by the Registrant from and against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because
of that association with the Registrant or other entity if (i) he acted
honestly and in good faith and with a view to the best interests of the
Registrant, and (ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds
for believing that his or her conduct was lawful.

          The Registrant maintains insurance for the benefit of its directors
and officers against liability in their respective capacities as directors and
officers except where the liability relates to the person's failure to act
honestly and in good faith and with a view to the best interests of the
Registrant. The directors and officers are not required to pay any premium in
respect of the insurance. The policy contains standard industry exclusions.

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

Item 7.  Exemption From Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         The following exhibits are filed as part of this registration
statement.

Exhibit No.                Description

4.1               Specimen Class A Variable Voting Share certificate. (1)

4.2               Articles of Incorporation of the Registrant.(2)

4.3               Articles of Arrangement of the Registrant. (1)

4.4               By-laws of the Registrant. (1)

5.1               Opinion of Stikeman Elliott LLP regarding the legality of
                  the securities being registered.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Stikeman Elliott LLP (included in the opinion
                  filed as Exhibit 5.1 hereto).

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

-------------------

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8, filed with the Commission on February 8, 2005 (Commission File
     No. 333-122635).

(2)  Incorporated by reference to Amendment No. 1 to the Registrant's
     Registration Statement on Form F-10, filed with the Commission on July 13,
     2004 (Commission File No. 333-117048).

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:


                                     II-3
<PAGE>


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

         (2) That, for the purpose of determining any liability under the
         Securities Act, 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; and

         (3) 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.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.


                                     II-4
<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Montreal, Province of
Quebec, Canada on October 26, 2005.


                               ACE AVIATION HOLDINGS INC.


                               By:       /s/ Robert A. Milton
                                  ---------------------------------------------
                                   Name:  Robert A. Milton
                                   Title: President and Chief Executive Officer

                                     II-5
<PAGE>


                               POWER OF ATTORNEY


         Each person whose signature appears below authorizes Robert A. Milton
and Brian Dunne as his attorney in fact and agent, with full power of
substitution and resubstitution, to execute, in his name and on his behalf, in
any and all capacities, this Registration Statement on Form S-8 and any
amendment thereto (and any additional registration statement related thereto
permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all
further amendments including post-effective amendments thereto)) necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such registration statement, which
amendments may make such changes in such registration statement as such
attorney may deem appropriate, and with full power and authority to perform and
do any and all acts and things whatsoever which any such attorney or substitute
may deem necessary or advisable to be performed or done in connection with any
or all of the above-described matters, as fully as each of the undersigned
could do if personally present and acting, hereby ratifying and approving all
acts of any such attorney or substitute.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 26, 2005.

                  Signature                                 Title


/s/ Robert A. Milton
----------------------------
Robert A. Milton                          President, Chief Executive Officer
                                          and Director (Principal Executive
                                          Officer)


/s/ Brian Dunne
----------------------------
Brian Dunne                               Executive Vice President and Chief
                                          Financial Officer (Principal
                                          Financial Officer and Principal
                                          Accounting Officer)


/s/ Bernard Attali
----------------------------
Bernard Attali                            Director


----------------------------
Robert E. Brown                           Director


----------------------------
Carlton D. Donaway                        Director


/s/ Michael M. Green
----------------------------
Michael M. Green                          Director


/s/ W. Brett Ingersoll
----------------------------
W. Brett Ingersoll                        Director


/s/ Pierre Marc Johnson
----------------------------
Pierre Marc Johnson                       Director


----------------------------
Richard H. McCoy                          Director


                                     II-6
<PAGE>


/s/ John T. McLennan
----------------------------
John T. McLennan                          Director


/s/ David I. Richardson
----------------------------
David I. Richardson                       Director


/s/ Marvin Yontef
----------------------------
Marvin Yontef                             Director


                                     II-7
<PAGE>


                           AUTHORIZED REPRESENTATIVE


         Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it is the duly authorized United States
representative of ACE Aviation Holdings Inc. and has duly caused this
Registration Statement to be signed on behalf of it by the undersigned,
thereunto duly authorized, in the City of Montreal, Quebec, Canada on October
26, 2005.


                                         MAPLE LEAF HOLDINGS USA INC.
                                         (Authorized U.S. Representative)


                                         By:      /s/ M. Robert Peterson
                                            ---------------------------------
                                              Name:   M. Robert Peterson
                                              Title:  President and Treasurer




                                     II-8

<PAGE>


                                 EXHIBIT INDEX


Exhibit No.                Description

4.1               Specimen Class A Variable Voting Share certificate. (1)

4.2               Articles of Incorporation of the Registrant.(2)

4.3               Articles of Arrangement of the Registrant. (1)

4.4               By-laws of the Registrant. (1)

5.1               Opinion of Stikeman Elliott LLP regarding the legality of
                  the securities being registered.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Stikeman Elliott LLP (included in the opinion
                  filed as Exhibit 5.1 hereto).

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

-------------------

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8, filed with the Commission on February 8, 2005 (Commission File
     No. 333-122635).

(2)  Incorporated by reference to Amendment No. 1 to the Registrant's
     Registration Statement on Form F-10, filed with the Commission on July 13,
     2004 (Commission File No. 333-117048).
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{"company-data": {"conformed-name": "ACE Aviation Holdings Inc.", "cik": "0001295721", "assigned-sic": "4512", "irs-number": "000000000", "state-of-incorporation": "A8", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129248", "film-number": "051156590"}, "business-address": {"street1": "5100 DE MAISONNEUVE BOULEVARD WEST", "city": "MONTREAL", "state": "A8", "zip": "H4A 3T2", "phone": "(514) 422-5000"}, "mail-address": {"street1": "5100 DE MAISONNEUVE BOULEVARD WEST", "city": "MONTREAL", "state": "A8", "zip": "H4A 3T2"}, "former-company": {"former-conformed-name": "Ace Aviation Holdings Inc.", "date-changed": "20040628"}}
As filed with the Securities and Exchange Commission on October 26, 2005
                                                     Registration No. 333-
===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                           -------------------------

                           ACE AVIATION HOLDINGS INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Canada                                     Not Applicable
(Jurisdiction of Incorporation)            (I.R.S. Employer Identification No.)

                       5100 de Maisonneuve Boulevard West
                                Montreal, Quebec
                                 Canada H4A 3T2
             (Address of Registrant's Principal Executive Offices)

                  ACE Aviation Holdings Inc. Stock Option Plan
                              (Full Title of Plan)

                             CT Corporation System
                               111 Eighth Avenue
                            New York, New York 10011
                                 (212) 894-8940
           (Name, Address and Telephone Number of Agent for Service)

                           -------------------------
                                   Copies to:
       Christopher W. Morgan, Esq.                     Jean Marc Huot, Esq.
       Riccardo A. Leofanti, Esq.                      Stikeman Elliott LLP
Skadden, Arps, Slate, Meagher & Flom LLP          1155 Rene-Levesque Blvd. West
             222 Bay Street                                 Suite 4000
        Suite 1750, P.O. Box 258                     Montreal, Quebec H3B 3V2
        Toronto, Ontario M5K 1J5                          (514) 397-3000
             (416) 777-4700

                           -------------------------

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
    Title of Securities To Be     |   Amount To Be     |  Proposed Maximum   | Proposed Maximum  |       Amount of
           Registered             |  Registered (1)    | Offering Price Per  |    Aggregate      |    Registration Fee
                                  |                    |       Share         |  Offering Price   |
----------------------------------|--------------------|---------------------|-------------------|---------------------
   Class A Variable Voting Shares |       10,000       |     $17.00 (2)      |     $170,000      |         $20.01
                                  |      190,000       |      26.91 (3)      |    5,112,900      |         601.79
                                  |--------------------|                     |-------------------|---------------------
                            Total |      200,000       |                     |   $5,282,900      |        $621.80
----------------------------------|--------------------|---------------------|-------------------|---------------------
Notes
(1)  The Securities being registered consist of Class A Variable Voting Shares
     issuable to U.S. participants under the Stock Option Plan in connection
     with the exercise of stock options. Pursuant to Rule 416 under the
     Securities Act of 1933, as amended (the "Securities Act"), this
     Registration Statement also covers additional shares that may become
     issuable under the Plan by reason of certain corporate transactions or
     events, including any stock dividend, stock split, recapitalization or any
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the Registrant's outstanding
     shares.

(2)  In accordance with Rule 457(h)(i), the option exercise price (initially
     expressed in Canadian dollars), converted to U.S. dollars using a factor
     of 0.8498, which is the inverse of the noon buying rate in New York City
     for cable transfers in Canadian dollars as certified for customs purposes
     by the Federal Reserve Bank of New York on October 25, 2005.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to paragraphs (c) and (h)(i) of Rule 457 under the Securities Act
     on the basis of the average of the high and low prices for the Class A
     Variable Voting Shares on the Toronto Stock Exchange on October 25, 2005,
     converted to U.S. dollars using a factor of 0.8498, which was the inverse
     of the noon buying rate in New York City for cable transfers in Canadian
     dollars as certified for customs purposes by the Federal Reserve Bank of
     New York on such date.

===============================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, or excepts thereof as indicated, filed by the
Registrant with the Commission are incorporated by reference into this
Registration Statement:

(a)               Annual report on Form 40-F of the Registrant for the fiscal
                  year ended December 31, 2004, filed with the Commission on
                  March 21, 2005;

(b)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on April 15, 2005;

(c)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 2, 2005;

(d)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 13, 2005;

(e)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 20, 2005;

(f)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on May 20, 2005;

(g)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on June 27, 2005;

(h)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on August 5, 2005;

(i)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on August 15, 2005;

(j)               Report on Form 6-K of the Registrant, furnished to the
                  Commission on September 30, 2005; and

(k)               The description of the Registrant's Class A Variable Voting
                  Shares contained in the Registrant's Registration Statement
                  on Form F-10, filed with the Commission on December 1, 2004
                  (Commission File Number 333-120880).

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and shall be deemed to be a part
hereof from the date of the filing of such documents. In addition, any Report
on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to
the Exchange Act shall be incorporated by reference into this Registration
Statement if and to the extent provided in such document.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel

         Marvin Yontef is a director of the Registrant and a senior partner in
the law firm Stikeman Elliott LLP, which is counsel to the Registrant and has
given an opinion as to the validity of the securities being registered.

Item 6.  Indemnification of Directors and Officers

         Section 124 of the Canada Business Corporation Act, as amended (the
"CBCA"), provides as follows:

                                     II-1
1.  Indemnification. A corporation may indemnify a director or
              officer of the corporation, a former director or officer of the
              corporation or another individual who acts or acted at the
              corporation's request as a director or officer, or an individual
              acting in a similar capacity, of another entity, against all
              costs, charges and expenses, including an amount paid to settle
              an action or satisfy a judgment, reasonably incurred by the
              individual in respect of any civil, criminal, administrative,
              investigative or other proceeding in which the individual is
              involved because of that association with the corporation or
              other entity.

          2.  Advance of costs. A corporation may advance moneys to a director,
              officer or other individual for the costs, charges and expenses
              of a proceeding referred to in subsection (1). The individual
              shall repay the moneys if the individual does not fulfill the
              conditions of subsection (3).

          3.  Limitation. A corporation may not indemnify an individual under
              subsection (1) unless the individual:

              (a) acted honestly and in good faith with a view to the best
                  interests of the corporation, or, as the case may be, to the
                  best interests of the other entity for which the individual
                  acted as director or officer or in a similar capacity at the
                  corporation's request; and

              (b) in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, the
                  individual had reasonable grounds for believing that the
                  individual's conduct was lawful.

          4.  Indemnification in derivative actions. A corporation may with the
              approval of a court, indemnify an individual referred to in
              subsection (1), or advance moneys under subsection (2), in
              respect of an action by or on behalf of the corporation or other
              entity to procure a judgment in its favor, to which the
              individual is made a party because of the individual's
              association with the corporation or other entity as described in
              subsection (1) against all costs, charges and expenses reasonably
              incurred by the individual in connection with such action, if the
              individual fulfils the conditions set out in subsection (3).

          5.  Right to Indemnity. Despite subsection (1), an individual
              referred to in that subsection is entitled to indemnity from the
              corporation in respect of all costs, charges and expenses
              reasonably incurred by the individual in connection with the
              defense of any civil, criminal, administrative, investigative or
              other proceeding to which the individual is subject because of
              the individual's association with the corporation or other entity
              as described in subsection (1), if the individual seeking
              indemnity:

              (a) was not judged by the court or other competent authority to
                  have committed any fault or omitted to do anything that the
                  individual ought to have done; and

              (b) fulfils the conditions set out in subsection (3).

          6.  Insurance. A corporation may purchase and maintain insurance for
              the benefit of an individual referred to in subsection (1)
              against any liability incurred by the individual

              (a) in the individual's capacity as a director or officer of the
                  corporation; or

              (b) in the individual's capacity as a director or officer, or
                  similar capacity, of another entity, if the individual acts or
                  acted in that capacity at the corporation's request.

          7.  Application to court. A corporation, an individual or an entity
              referred to in subsection (1) may apply to a court for an order
              approving an indemnity under this section and the court may so
              order and make any further order that it sees fit.

          8.  Notice to Director. An applicant under subsection (7) shall give
              the Director notice of the application and the Director is
              entitled to appear and be heard in person or by counsel.

          9.  Other notice. On an application under subsection (7) the court
              may order notice to be given to any interested person and the
              person is entitled to appear and be heard in person or by
              counsel.

                                     II-2
Subject to the limitations contained in the CBCA, the By-laws of the
Registrant provide that every director or officer of the Registrant, every
former director or officer of the Registrant or another individual who acts or
acted at the Registrant's request as a director or officer, or an individual
acting in a similar capacity, of another entity shall, from time to time, be
indemnified by the Registrant from and against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because
of that association with the Registrant or other entity if (i) he acted
honestly and in good faith and with a view to the best interests of the
Registrant, and (ii) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds
for believing that his or her conduct was lawful.

          The Registrant maintains insurance for the benefit of its directors
and officers against liability in their respective capacities as directors and
officers except where the liability relates to the person's failure to act
honestly and in good faith and with a view to the best interests of the
Registrant. The directors and officers are not required to pay any premium in
respect of the insurance. The policy contains standard industry exclusions.

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

Item 7.  Exemption From Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         The following exhibits are filed as part of this registration
statement.

Exhibit No.                Description

4.1               Specimen Class A Variable Voting Share certificate. (1)

4.2               Articles of Incorporation of the Registrant.(2)

4.3               Articles of Arrangement of the Registrant. (1)

4.4               By-laws of the Registrant. (1)

5.1               Opinion of Stikeman Elliott LLP regarding the legality of
                  the securities being registered.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Stikeman Elliott LLP (included in the opinion
                  filed as Exhibit 5.1 hereto).

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

-------------------

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8, filed with the Commission on February 8, 2005 (Commission File
     No. 333-122635).

(2)  Incorporated by reference to Amendment No. 1 to the Registrant's
     Registration Statement on Form F-10, filed with the Commission on July 13,
     2004 (Commission File No. 333-117048).

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

                                     II-3
(1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement 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;

         (2) That, for the purpose of determining any liability under the
         Securities Act, 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; and

         (3) 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.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                     II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Montreal, Province of
Quebec, Canada on October 26, 2005.

                               ACE AVIATION HOLDINGS INC.

                               By:       /s/ Robert A. Milton
                                  ---------------------------------------------
                                   Name:  Robert A. Milton
                                   Title: President and Chief Executive Officer

                                     II-5
POWER OF ATTORNEY

         Each person whose signature appears below authorizes Robert A. Milton
and Brian Dunne as his attorney in fact and agent, with full power of
substitution and resubstitution, to execute, in his name and on his behalf, in
any and all capacities, this Registration Statement on Form S-8 and any
amendment thereto (and any additional registration statement related thereto
permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all
further amendments including post-effective amendments thereto)) necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such registration statement, which
amendments may make such changes in such registration statement as such
attorney may deem appropriate, and with full power and authority to perform and
do any and all acts and things whatsoever which any such attorney or substitute
may deem necessary or advisable to be performed or done in connection with any
or all of the above-described matters, as fully as each of the undersigned
could do if personally present and acting, hereby ratifying and approving all
acts of any such attorney or substitute.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 26, 2005.

                  Signature                                 Title

/s/ Robert A. Milton
----------------------------
Robert A. Milton                          President, Chief Executive Officer
                                          and Director (Principal Executive
                                          Officer)

/s/ Brian Dunne
----------------------------
Brian Dunne                               Executive Vice President and Chief
                                          Financial Officer (Principal
                                          Financial Officer and Principal
                                          Accounting Officer)

/s/ Bernard Attali
----------------------------
Bernard Attali                            Director

----------------------------
Robert E. Brown                           Director

----------------------------
Carlton D. Donaway                        Director

/s/ Michael M. Green
----------------------------
Michael M. Green                          Director

/s/ W. Brett Ingersoll
----------------------------
W. Brett Ingersoll                        Director

/s/ Pierre Marc Johnson
----------------------------
Pierre Marc Johnson                       Director

----------------------------
Richard H. McCoy                          Director

                                     II-6
/s/ John T. McLennan
----------------------------
John T. McLennan                          Director

/s/ David I. Richardson
----------------------------
David I. Richardson                       Director

/s/ Marvin Yontef
----------------------------
Marvin Yontef                             Director

                                     II-7
AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it is the duly authorized United States
representative of ACE Aviation Holdings Inc. and has duly caused this
Registration Statement to be signed on behalf of it by the undersigned,
thereunto duly authorized, in the City of Montreal, Quebec, Canada on October
26, 2005.

                                         MAPLE LEAF HOLDINGS USA INC.
                                         (Authorized U.S. Representative)

                                         By:      /s/ M. Robert Peterson
                                            ---------------------------------
                                              Name:   M. Robert Peterson
                                              Title:  President and Treasurer

                                     II-8
EXHIBIT INDEX

Exhibit No.                Description

4.1               Specimen Class A Variable Voting Share certificate. (1)

4.2               Articles of Incorporation of the Registrant.(2)

4.3               Articles of Arrangement of the Registrant. (1)

4.4               By-laws of the Registrant. (1)

5.1               Opinion of Stikeman Elliott LLP regarding the legality of
                  the securities being registered.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Stikeman Elliott LLP (included in the opinion
                  filed as Exhibit 5.1 hereto).

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

-------------------

(1)  Incorporated by reference to the Registrant's Registration Statement on
     Form S-8, filed with the Commission on February 8, 2005 (Commission File
     No. 333-122635).

(2)  Incorporated by reference to Amendment No. 1 to the Registrant's
     Registration Statement on Form F-10, filed with the Commission on July 13,
     2004 (Commission File No. 333-117048).