<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
                                                          REGISTRATION NO. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

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

                              INTRAWEST CORPORATION
             (Exact name of registrant as specified in its charter)

               British Columbia, Canada                   N/A
           (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)

                          Suite 800, 200 Burrard Street
                   Vancouver, British Columbia, Canada V6C 3L6
                                 (604) 669-9777
   (Address, including ZIP code, and telephone number, including area code, of
                    registrant's principal executive offices)

                              INTRAWEST CORPORATION
                          EMPLOYEE SHARE PURCHASE PLAN
                              (Full title of plan)

           PTSGE Corp.                                 Copies to:
    Preston Gates & Ellis LLP                        Gary J. Kocher
      5000 Columbia Center                      Preston Gates & Ellis LLP
        701 Fifth Avenue                          5000 Columbia Center
 Seattle, Washington 98104-7078                     701 Fifth Avenue
         (206) 623-7580                      Seattle, Washington 98104-7078
(Name, address and telephone number,                    (206) 623-7580
 including area code, of agent                            
for service in the United States)
<TABLE>
<CAPTION>

=================================================================================================================================
                                                            Proposed             Proposed Maximum
     Title of securities           Amount to be         Maximum offering     aggregate offering price             Amount of
      to be registered            registered (1)       price per unit (2)               (2)                   registration fee
==================================================================================================================================
<S>                              <C>                  <C>                    <C>                            <C> 
       Common Shares,
      without par value           100,000 shares        $14.00                  $1,400,000                     $390.00
==================================================================================================================================
</TABLE>

(1)        Together with an indeterminate number of additional shares which may
           be necessary to adjust the number of shares reserved for issuance
           pursuant to such plan as the result of any future stock split, stock
           dividend or similar adjustment of the outstanding Common Shares of
           the Registrant. In addition, pursuant to Rule 416(c) under the
           Securities Act of 1933, this registration statement also covers an
           indeterminate amount of interests to be offered or sold pursuant to
           the Employee Share Purchase Plan described herein.
(2)        Estimated solely for the purpose of calculating the registration fee
           and, pursuant to Rule 457(c) of the Act, based upon the average high
           and low prices of the Common Shares of the Registrant on the New York
           Stock Exchange on October 23, 1998.


<PAGE>   2
                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Intrawest Corporation (the "Company")
are incorporated herein by reference:

        (a) The Company's Annual Report on Form 40-F for the fiscal year ended
June 30, 1998 (the "Annual Report").

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report.

        (c) The description of the Company's Common shares without par value
(the "Common Shares") that is contained in the Company's Registration Statement
on Form 8-A filed pursuant to Section 12 of the Exchange Act including any
amendment or report filed for the purpose of updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

        Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

           Not applicable.



                                      -1-
<PAGE>   3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 128 of the Company Act (British Columbia) (the "BCCA")
provides:

           (1)       A company, with the approval of the court, may indemnify a
                     person who is a director or former director of the company
                     or is a director or former director of a corporation of
                     which the company is or was a shareholder, and the person's
                     heirs and personal representatives, against all costs,
                     charges and expenses, including an amount paid to settle an
                     action or satisfy a judgment, actually and reasonably
                     incurred by the person, including an amount paid to settle
                     an action or satisfy a judgment in a civil, criminal or
                     administrative action or proceeding to which the person is
                     made a party because of being or having been a director,
                     including an action brought by the company or corporation,
                     if

                     (a)       the person acted honestly and in good faith with
                               a view to the best interests of the corporation
                               of which the person is or was a director, and

                     (b)       in the case of a criminal or administrative
                               action or proceeding, the person had reasonable
                               grounds for believing that the person's conduct
                               was lawful.

           (2)       The court, on the application of a company, director or a
                     former director, may make an order approving an indemnity
                     under this section, and the court may make any further
                     order it considers appropriate.

           (3)       On an application under subsection (2), the court may order
                     notice to be given to any interested person.

           (4)       A company may purchase and maintain insurance for the
                     benefit of a person referred to in this section against any
                     liability incurred by the person as a director or officer.

           (5)       Subsections (1) to (3) apply to officers or former officers
                     of a company or of a corporation of which the company is 
                     or was a shareholder.

           The Articles of the Company provide that:

           23.1      (1)        Subject to the provisions of the Company Act,
                                the Company shall indemnify a director or former
                                director of the Company and a director or a
                                former director of a corporation of which the
                                Company is or was a shareholder, and the heirs
                                and personal representatives of any such
                                director or former director, against all costs,
                                charges and expenses, including an 

                                      -2-
<PAGE>   4

                                amount paid to settle an action or satisfy a
                                judgment, actually and reasonably incurred by
                                him, including an amount paid to settle an
                                action or satisfy a judgment in a civil,
                                criminal or administrative action or proceeding
                                to which the person is made a party by reason of
                                being or having been a director of the Company
                                or a director of such corporation, including any
                                action brought by the Company or corporation if
                                (a) the person acted honestly and in good faith
                                with a view to the best interests of the Company
                                or the corporation of which the person is or was
                                a director, and (b) in the case of a criminal or
                                administrative action or proceeding, the person
                                had reasonable grounds for believing that his
                                conduct was lawful.

                     (2)        The determination of any action, suit or
                                proceeding by judgment, order, settlement,
                                conviction or otherwise shall not, of itself,
                                create a presumption that the person did not so
                                act or did not have reasonable grounds, as
                                aforesaid.

                     (3)        Each director of the Company upon being elected
                                or appointed shall be deemed to have contracted
                                with the Company on the terms of the foregoing
                                indemnity.

           23.2      The Company shall indemnify an officer or former officer of
                     the Company and an officer or former officer of a
                     corporation of which the Company is or was a shareholder,
                     and the heirs and personal representatives of any such
                     officer or former officer, to the full extent permitted by
                     the Company Act.

           23.3      (1)        The indemnification provided by this Part shall 
                                not be deemed exclusive of any other rights to
                                which those seeking indemnification may be
                                entitled under any other Part, or any valid and
                                lawful agreement, vote of members or
                                disinterested directors or otherwise, or under
                                the provisions of any statute now or hereafter
                                existing, both as to action in the official
                                capacity of such person and as to action in
                                another capacity while holding such office, and
                                shall continue as to a person who has ceased to
                                be a director, officer, employee or agent and
                                shall enure to the benefit of the heirs and
                                personal representatives of such person.

                     (2)        The indemnification provided by this Part shall
                                not be exclusive of any powers, rights,
                                agreements or undertakings which may be legally
                                permissible or authorized by or under any
                                applicable law.

                     (3)        Notwithstanding any other provisions set forth
                                in this Part, the indemnification authorized by
                                this Part shall be applicable only to the extent
                                that any such indemnification shall not
                                duplicate indemnity or reimbursement which that
                                person has received or shall receive otherwise
                                than under this Part.

                                      -3-
<PAGE>   5

           23.4      The directors are authorized from time to time to cause the
                     Company to give indemnities to any director, officer,
                     employee, agent or other person who has undertaken or is
                     about to undertake any liability on behalf of the Company
                     or any corporation of which it is a shareholder.

           A policy of directors' and officers' liability insurance is
maintained by the Company which insures directors and officers for losses as a
result of claims against the directors and officers of the Company in their
capacity as directors and officers and also reimburses the Company for payments
made pursuant to the indemnity provisions under the Articles and the BCCA.

           Insofar as indemnification for liabilities under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy in the United States as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>

    EXHIBIT                     DESCRIPTION
    -------                     ------------
     <S>          <C>                                                                 
      4.1         --    Intrawest Corporation Employee Share Purchase Plan
      5.1         --    Opinion of McCarthy Tetrault
     23.1         --    Consent of McCarthy Tetrault (see Exhibit 5.1)
     23.2         --    Consent of KPMG LLP Independent Chartered Accountants
</TABLE>


                                      -4-
<PAGE>   6


ITEM 9.  UNDERTAKINGS

           (a)       The undersigned registrant hereby undertakes:

        (1) 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; (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.

        (2) That, for 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.

        (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 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.

           (c) 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.


                                      -5-
<PAGE>   7
                                   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 authorized and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Vancouver, Province of
British Columbia, Country of Canada on this 28th day of October, 1998.

                INTRAWEST CORPORATION

                By          /s/ JOE S. HOUSSIAN
                    --------------------------------------------------
                    Name:      Joe S. Houssian
                    Title:     Chairman, President and Chief Executive 
                               Officer

           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 this 28th day of October, 1998.
<TABLE>
<CAPTION>

  SIGNATURE                                                          TITLE
  ---------                                                          -----
<S>                                           <C>    
                                              
/s/  JOE S. HOUSSIAN                          Chairman, President and Chief Executive Officer (Principal
---------------------------------             Executive Officer)
Joe S. Houssian
                                              

/s/  DANIEL O. JARVIS                         Executive Vice President and Chief Financial Officer and
---------------------------------             Director (Principal Financial Officer)
Daniel O. Jarvis
                                              

/s/  DAVID C. BLAIKLOCK                       Corporate Controller
---------------------------------             (Principal Accounting Officer)
David C. Blaiklock


/s/  R. THOMAS M. ALLAN                       Director
---------------------------------
R. Thomas M. Allan


/s/  DAVID A. KING                            Director
---------------------------------
David A. King


/s/  GORDON H. MACDOUGALL                     Director
---------------------------------
Gordon H. MacDougall


/s/  PAUL M. MANHEIM                          Director
---------------------------------
Paul M. Manheim

                                              Director
---------------------------------
Paul A. Novelly


/s/  BERNARD A. ROY                           Director
---------------------------------
Bernard A. Roy

                                              Director
---------------------------------
Khaled C. Sifri

                                              Director
---------------------------------
Hugh R. Smythe


/s/  NICHOLAS C. H. VILLIERS                  Director
---------------------------------
Nicholas C. H. Villiers

                                              Director
---------------------------------
Charles E. Young

</TABLE>

                                      -6-
<PAGE>   8

             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>

    EXHIBIT                           DESCRIPTION                                PAGE
    -------                           -----------                                ----
    <S>           <C>                                                            <C>
      4.1         --    Intrawest Corporation Employee Share Purchase Plan
      5.1         --    Opinion of McCarthy Tetrault
     23.1         --    Consent of McCarthy Tetrault (see Exhibit 5.1)
     23.2         --    Consent of KPMG LLP Independent Chartered Accountants

</TABLE>


                                      -7-
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{"company-data": {"conformed-name": "INTRAWEST CORP", "cik": "0001035146", "assigned-sic": "7900", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66389", "film-number": "98734201"}, "business-address": {"street1": "STE 800 200 BURRARD ST", "city": "VANCOUVER BRITISH CO", "state": "A1", "zip": "00000", "phone": "2066237580"}, "mail-address": {"street1": "200 BURRAND ST", "street2": "SUITE 800", "city": "VANCOVER B C", "state": "A1", "zip": "98104"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
                                                          REGISTRATION NO. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

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

                              INTRAWEST CORPORATION
             (Exact name of registrant as specified in its charter)

               British Columbia, Canada                   N/A
           (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)

                          Suite 800, 200 Burrard Street
                   Vancouver, British Columbia, Canada V6C 3L6
                                 (604) 669-9777
   (Address, including ZIP code, and telephone number, including area code, of
                    registrant's principal executive offices)

                              INTRAWEST CORPORATION
                          EMPLOYEE SHARE PURCHASE PLAN
                              (Full title of plan)

           PTSGE Corp.                                 Copies to:
    Preston Gates & Ellis LLP                        Gary J. Kocher
      5000 Columbia Center                      Preston Gates & Ellis LLP
        701 Fifth Avenue                          5000 Columbia Center
 Seattle, Washington 98104-7078                     701 Fifth Avenue
         (206) 623-7580                      Seattle, Washington 98104-7078
(Name, address and telephone number,                    (206) 623-7580
 including area code, of agent                            
for service in the United States)
=================================================================================================================================
                                                            Proposed             Proposed Maximum
     Title of securities           Amount to be         Maximum offering     aggregate offering price             Amount of
      to be registered            registered (1)       price per unit (2)               (2)                   registration fee
==================================================================================================================================
Common Shares,
      without par value           100,000 shares        $14.00                  $1,400,000                     $390.00
==================================================================================================================================
(1)        Together with an indeterminate number of additional shares which may
           be necessary to adjust the number of shares reserved for issuance
           pursuant to such plan as the result of any future stock split, stock
           dividend or similar adjustment of the outstanding Common Shares of
           the Registrant. In addition, pursuant to Rule 416(c) under the
           Securities Act of 1933, this registration statement also covers an
           indeterminate amount of interests to be offered or sold pursuant to
           the Employee Share Purchase Plan described herein.
(2)        Estimated solely for the purpose of calculating the registration fee
           and, pursuant to Rule 457(c) of the Act, based upon the average high
           and low prices of the Common Shares of the Registrant on the New York
           Stock Exchange on October 23, 1998.
2
                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Intrawest Corporation (the "Company")
are incorporated herein by reference:

        (a) The Company's Annual Report on Form 40-F for the fiscal year ended
June 30, 1998 (the "Annual Report").

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report.

        (c) The description of the Company's Common shares without par value
(the "Common Shares") that is contained in the Company's Registration Statement
on Form 8-A filed pursuant to Section 12 of the Exchange Act including any
amendment or report filed for the purpose of updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

        Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

           Not applicable.

                                      -1-
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 128 of the Company Act (British Columbia) (the "BCCA")
provides:

           (1)       A company, with the approval of the court, may indemnify a
                     person who is a director or former director of the company
                     or is a director or former director of a corporation of
                     which the company is or was a shareholder, and the person's
                     heirs and personal representatives, against all costs,
                     charges and expenses, including an amount paid to settle an
                     action or satisfy a judgment, actually and reasonably
                     incurred by the person, including an amount paid to settle
                     an action or satisfy a judgment in a civil, criminal or
                     administrative action or proceeding to which the person is
                     made a party because of being or having been a director,
                     including an action brought by the company or corporation,
                     if

                     (a)       the person acted honestly and in good faith with
                               a view to the best interests of the corporation
                               of which the person is or was a director, and

                     (b)       in the case of a criminal or administrative
                               action or proceeding, the person had reasonable
                               grounds for believing that the person's conduct
                               was lawful.

           (2)       The court, on the application of a company, director or a
                     former director, may make an order approving an indemnity
                     under this section, and the court may make any further
                     order it considers appropriate.

           (3)       On an application under subsection (2), the court may order
                     notice to be given to any interested person.

           (4)       A company may purchase and maintain insurance for the
                     benefit of a person referred to in this section against any
                     liability incurred by the person as a director or officer.

           (5)       Subsections (1) to (3) apply to officers or former officers
                     of a company or of a corporation of which the company is 
                     or was a shareholder.

           The Articles of the Company provide that:

           23.1      (1)        Subject to the provisions of the Company Act,
                                the Company shall indemnify a director or former
                                director of the Company and a director or a
                                former director of a corporation of which the
                                Company is or was a shareholder, and the heirs
                                and personal representatives of any such
                                director or former director, against all costs,
                                charges and expenses, including an 

                                      -2-
4

                                amount paid to settle an action or satisfy a
                                judgment, actually and reasonably incurred by
                                him, including an amount paid to settle an
                                action or satisfy a judgment in a civil,
                                criminal or administrative action or proceeding
                                to which the person is made a party by reason of
                                being or having been a director of the Company
                                or a director of such corporation, including any
                                action brought by the Company or corporation if
                                (a) the person acted honestly and in good faith
                                with a view to the best interests of the Company
                                or the corporation of which the person is or was
                                a director, and (b) in the case of a criminal or
                                administrative action or proceeding, the person
                                had reasonable grounds for believing that his
                                conduct was lawful.

                     (2)        The determination of any action, suit or
                                proceeding by judgment, order, settlement,
                                conviction or otherwise shall not, of itself,
                                create a presumption that the person did not so
                                act or did not have reasonable grounds, as
                                aforesaid.

                     (3)        Each director of the Company upon being elected
                                or appointed shall be deemed to have contracted
                                with the Company on the terms of the foregoing
                                indemnity.

           23.2      The Company shall indemnify an officer or former officer of
                     the Company and an officer or former officer of a
                     corporation of which the Company is or was a shareholder,
                     and the heirs and personal representatives of any such
                     officer or former officer, to the full extent permitted by
                     the Company Act.

           23.3      (1)        The indemnification provided by this Part shall 
                                not be deemed exclusive of any other rights to
                                which those seeking indemnification may be
                                entitled under any other Part, or any valid and
                                lawful agreement, vote of members or
                                disinterested directors or otherwise, or under
                                the provisions of any statute now or hereafter
                                existing, both as to action in the official
                                capacity of such person and as to action in
                                another capacity while holding such office, and
                                shall continue as to a person who has ceased to
                                be a director, officer, employee or agent and
                                shall enure to the benefit of the heirs and
                                personal representatives of such person.

                     (2)        The indemnification provided by this Part shall
                                not be exclusive of any powers, rights,
                                agreements or undertakings which may be legally
                                permissible or authorized by or under any
                                applicable law.

                     (3)        Notwithstanding any other provisions set forth
                                in this Part, the indemnification authorized by
                                this Part shall be applicable only to the extent
                                that any such indemnification shall not
                                duplicate indemnity or reimbursement which that
                                person has received or shall receive otherwise
                                than under this Part.

                                      -3-
5

           23.4      The directors are authorized from time to time to cause the
                     Company to give indemnities to any director, officer,
                     employee, agent or other person who has undertaken or is
                     about to undertake any liability on behalf of the Company
                     or any corporation of which it is a shareholder.

           A policy of directors' and officers' liability insurance is
maintained by the Company which insures directors and officers for losses as a
result of claims against the directors and officers of the Company in their
capacity as directors and officers and also reimburses the Company for payments
made pursuant to the indemnity provisions under the Articles and the BCCA.

           Insofar as indemnification for liabilities under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy in the United States as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.  EXHIBITS
EXHIBIT                     DESCRIPTION
    -------                     ------------
4.1         --    Intrawest Corporation Employee Share Purchase Plan
      5.1         --    Opinion of McCarthy Tetrault
     23.1         --    Consent of McCarthy Tetrault (see Exhibit 5.1)
     23.2         --    Consent of KPMG LLP Independent Chartered Accountants
-4-
6

ITEM 9.  UNDERTAKINGS

           (a)       The undersigned registrant hereby undertakes:

        (1) 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; (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.

        (2) That, for 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.

        (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 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.

           (c) 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.

                                      -5-
7
                                   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 authorized and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Vancouver, Province of
British Columbia, Country of Canada on this 28th day of October, 1998.

                INTRAWEST CORPORATION

                By          /s/ JOE S. HOUSSIAN
                    --------------------------------------------------
                    Name:      Joe S. Houssian
                    Title:     Chairman, President and Chief Executive 
                               Officer

           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 this 28th day of October, 1998.
SIGNATURE                                                          TITLE
  ---------                                                          -----
/s/  JOE S. HOUSSIAN                          Chairman, President and Chief Executive Officer (Principal
---------------------------------             Executive Officer)
Joe S. Houssian
                                              

/s/  DANIEL O. JARVIS                         Executive Vice President and Chief Financial Officer and
---------------------------------             Director (Principal Financial Officer)
Daniel O. Jarvis
                                              

/s/  DAVID C. BLAIKLOCK                       Corporate Controller
---------------------------------             (Principal Accounting Officer)
David C. Blaiklock

/s/  R. THOMAS M. ALLAN                       Director
---------------------------------
R. Thomas M. Allan

/s/  DAVID A. KING                            Director
---------------------------------
David A. King

/s/  GORDON H. MACDOUGALL                     Director
---------------------------------
Gordon H. MacDougall

/s/  PAUL M. MANHEIM                          Director
---------------------------------
Paul M. Manheim

                                              Director
---------------------------------
Paul A. Novelly

/s/  BERNARD A. ROY                           Director
---------------------------------
Bernard A. Roy

                                              Director
---------------------------------
Khaled C. Sifri

                                              Director
---------------------------------
Hugh R. Smythe

/s/  NICHOLAS C. H. VILLIERS                  Director
---------------------------------
Nicholas C. H. Villiers

                                              Director
---------------------------------
Charles E. Young
-6-
8

             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT                           DESCRIPTION                                PAGE
    -------                           -----------                                ----
4.1         --    Intrawest Corporation Employee Share Purchase Plan
      5.1         --    Opinion of McCarthy Tetrault
     23.1         --    Consent of McCarthy Tetrault (see Exhibit 5.1)
     23.2         --    Consent of KPMG LLP Independent Chartered Accountants
-7-