content: As filed with the Securities and Exchange Commission on July 3, 2003.
                                                          Registration No. 333-
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                ATI TECHNOLOGIES INC.
               (Exact name of registrant as specified in its charter)
  
             Province of Ontario                    Not Applicable
         (State or other jurisdiction              (I.R.S. Employer
              of organization)                    Identification No.)
  
  
                            1 Commerce Valley Drive East
                          Markham, Ontario, Canada L3T 7X6
                      (Address of principal executive offices)
  
                                ATI TECHNOLOGIES INC.
                                  SHARE OPTION PLAN
                              (Full title of the Plan)
  
  
                                CT Corporation System
                                  111 Eighth Avenue
                              New York, New York 10011
                       (Name and address of agent for service)
  
                                   (212) 894-8700
            (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ==================================================================================================
       Title of               Amount         Proposed Maximum      Proposed Maximum      Amount of
   Securities to be           to be         Offering Price Per        Aggregate        Registration
      Registered            Registered           Share(1)           Offering Price          Fee
  --------------------------------------------------------------------------------------------------
  <S>                       <C>             <C>                    <C>                 <C>
     Common Shares          10,000,000          U.S.$10.08         U.S.$100,800,000    U.S.$8,154.72
  ==================================================================================================
  
  </TABLE>
  
  (1)  Estimated  pursuant  to  paragraphs  (c)  and  (h) of Rule  457  under  the
       Securities  Act of 1933, as amended,  solely for the purpose of calculating
       the registration fee, based upon the average of the high and low prices for
       the Common Shares quoted on The NASDAQ Stock Market on June 30, 2003.
  
  
  
  <PAGE>
  
  
                                  EXPLANATORY NOTE
                                  ----------------
  
       The contents of ATI  Technologies  Inc.'s (the  "Registrant")  registration
  statements  on Form S-8  (File  Nos.  333-9576  and  333-13450)  filed  with the
  Securities  and  Exchange  Commission  (the  "SEC") are hereby  incorporated  by
  reference in their entirety.
  
  
  <PAGE>
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  ITEM 1.   Plan Information.*
  
  ITEM 2.   Registrant Information and Employee Plan Annual Information.*
  
  
  ---------------
  
  *Information  required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this  Registration  Statement in accordance  with Rule 428 under
  the Securities Act of 1933 and the "Note" to Part I of Form S-8.
  
                                        I-1
  
  <PAGE>
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   Incorporation of Documents by Reference.
  
            The following documents  previously filed with or furnished to the SEC
       by the  Registrant  are  incorporated  by  reference  in this  Registration
       Statement:
  
       (a)  Annual  Report on Form 40-F for the fiscal year ended August 31, 2002,
            dated January 17, 2003, and filed with the SEC on January 21, 2003;
  
       (b)  Report of Foreign Issuer on Form 6-K dated June 25, 2003;
  
       (c)  Report of Foreign Issuer on Form 6-K dated March 24, 2003;
  
       (d)  Report of Foreign Issuer on Form 6-K dated January 24, 2003;
  
       (e)  Report of Foreign Issuer on Form 6-K dated January 13, 2003.
  
       (f)  Report of Foreign Issuer on Form 6-K dated January 6, 2003.
  
       (g)  Report of Foreign Issuer on Form 6-K dated December 20, 2002.
  
       (h)  Report of Foreign Issuer on Form 6-K dated November 18, 2002.
  
       (i)  Report of Foreign Issuer on Form 6-K dated September 18, 2002.
  
            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,
       prior to the filing of a post-effective  amendment which indicates that all
       securities  offered  have been  sold or which  deregisters  all  securities
       remaining  unsold,  shall be deemed to be a part  thereof  from the date of
       filing such  documents.  In addition,  reports on Form 6-K furnished by the
       Registrant  to the SEC shall be deemed to be  incorporated  by reference in
       this  Registration  Statement  and to be a part  thereof from the date such
       documents are furnished to the SEC if and to the extent expressly  provided
       in such report.
  
            Any  statement  contained in a document  incorporated  or deemed to be
       incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
       superseded for purposes of this Registration Statement to the extent that a
       statement  incorporated  by reference  herein  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.
  
                                        II-1
  
  <PAGE>
  
  
  ITEM 5.   Interests of Named Experts and Counsel.
  
            Not applicable.
  
  ITEM 6.   Indemnification of Directors and Officers.
  
            Under  the  Ontario  Business   Corporations   Act  (the  "OBCA"),   a
       corporation  may  indemnify a director or officer of the  corporation  or a
       person who acts or acted at the  corporation's  request  as a  director  or
       officer  of a  body  corporate  of  which  the  corporation  is  or  was  a
       shareholder or creditor against all costs, charges and expenses,  including
       an  amount  paid to settle an  action  or  satisfy a  judgment,  reasonably
       incurred by him or her in respect of any civil,  criminal or administrative
       action or  proceeding to which he or she is made a party by reason of being
       or having been a director or officer of that corporation or body corporate,
       if (a) he or she acted  honestly  and in good faith with a view to the best
       interests  of the  corporation,  and  (b)  in the  case  of a  criminal  or
       administrative action or proceeding that is enforced by a monetary penalty,
       he or she had reasonable  grounds for believing that his or her conduct was
       lawful.  Where that  action is by or on behalf of the  corporation  or that
       body corporate, the approval of the court is also required.
  
            In accordance  with the OBCA,  the By-laws of the  Registrant  provide
       that  the  Registrant   shall  indemnify  a  director  or  officer  of  the
       Registrant,  a former director or officer of the Registrant or a person who
       acts or acted at the  Registrant's  request,  as a  director  or officer of
       another  corporation  of which the  Registrant is or was a  stockholder  or
       creditor,  and the heirs and legal  representatives of such a person to the
       extent permitted under the OBCA.
  
            A policy of directors' and officers' liability insurance is maintained
       by the  Registrant  which insures  directors and officers of the Registrant
       for losses as a result of claims  based upon  their  acts or  omissions  as
       directors and officers,  including  liabilities under the Securities Act of
       1933, and also  reimburses the Registrant for payments made pursuant to the
       indemnity provisions under the OBCA.
  
  ITEM 7.   Exemption from Registration Claimed.
  
            Not Applicable.
  
  
  
                                        II-2
  
  
  <PAGE>
  
  
  ITEM 8.   Exhibits.
  
  <TABLE>
  <CAPTION>
  
  Exhibit
  Number    Description
  -------   -----------
  <S>       <C>
     3.1    Articles of Incorporation of the Registrant.(1)
  
     3.2    By-laws of the Registrant.(1)
  
     5      Opinion of Gowling Lafleur Henderson LLP.
  
    23.1    Consent of KPMG LLP.
  
    23.2    Consent of Gowling Lafleur Henderson LLP (included in Exhibit 5).
  
    24      Powers of attorney (contained on the signature pages of this Registration Statement).
  
  </TABLE>
  
  ------------
  (1)  Incorporated by reference from the Registrant's  Registration  Statement on
  Form S-8 (File No. 333-9576) as filed with the Commission on November 3, 1998.
  
  ITEM 9.   Undertakings.
  
            The 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 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 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.
  
            The undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  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  that is  incorporated  by  reference  in this
  Registration  Statement  shall  be  deemed  to be a new  registration  statement
  relating to the securities  offered herein,  and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  
                                        II-3
  
  
  <PAGE>
  
  
            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 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.
  
  
  
                                        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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized,  in the Town of Markham,  Province of Ontario, Country of Canada, on
  this 30th day of June, 2003.
  
  
                            ATI TECHNOLOGIES INC.
  
  
                            By:  /s/ Terry Nickerson
                                 ------------------------------------------------
                                 Name:     Terry Nickerson
                                 Title:    Senior Vice President, Finance and
                                           Chief Financial Officer
  
  
  
  
                                        II-5
  
  
  
  <PAGE>
  
  
                                 POWERS OF ATTORNEY
  
            Each person whose  signature  appears below  constitutes  and appoints
  Terry Nickerson his true and lawful  attorney-in-fact  and agent with full power
  of substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities,  to sign any or all Amendments (including post-effective
  Amendments)  to this  Registration  Statement,  and to file the  same,  with all
  exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
  Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
  agent full power and  authority  to do and perform  each and every act and thing
  requisite and  necessary to be done in and about the  premises,  as fully to all
  intents and  purposes as he might or could do in person,  hereby  ratifying  and
  confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
            Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
  amended,  this  Registration  Statement  has been  signed by or on behalf of the
  following persons in the capacities and on the dates indicated:
  
          Signature                        Title                         Date
  
  
  /s/ K. Y. Ho                  Director, Chairman and Chief         June 30, 2003
  --------------------------    Executive Officer (Principal)
  K. Y. Ho                      Executive Officer)
  
  /s/ Terry Nickerson           Senior Vice President, Finance       June 30, 2003
  --------------------------    and Chief Financial Officer
  Terry Nickerson               (Principal Financial Officer and
                                Principal Accounting Officer)
  
  /s/ James D. Fleck            Director                             June 30, 2003
  --------------------------
  James D. Fleck
  
  /s/ Paul D. Fox               Director                             June 30, 2003
  --------------------------
  Paul D. Fox
  
  /s/ Alan D. Horn              Director                             June 30, 2003
  --------------------------
  Alan D. Horn
  
  /s/ Paul Russo                Director                             June 30, 2003
  --------------------------
  Paul Russo
  
  /s/ Ronald Chwang             Director                             June 30, 2003
  --------------------------
  Ronald Chwang
  
  
                                        II-6
  
  
  <PAGE>
  
  
            Pursuant to the  requirements of Section 6(a) of the Securities Act of
  1933, the  undersigned  has signed this  Registration  Statement,  solely in the
  capacity  of the duly  authorized  representative  in the  United  States of ATI
  Technologies  Inc. in Canada,  in the Town of Markham,  Province of Ontario,  on
  this 30th day of June, 2003.
  
  
                                 ATI TECHNOLOGIES (U.S.) INC.
  
                                  By:  /s/ K. Y. Ho
                                       -------------------------------------------
                                       Name:     K. Y. Ho
                                       Title:    Director, President and Secretary
  
  
  
                                        II-7
  
  
  
  <PAGE>
  
  
  
  
  
                                    Exhibit Index
  
  
  <TABLE>
  <CAPTION>
       Exhibit
       Number              Description
  <S>                      <C>
       3.1                 Articles of Incorporation of the Registrant.(1)
  
       3.2                 By-laws of the Registrant.(1)
  
       5                   Opinion of Gowling Lafleur Henderson LLP.
  
       23.1                Consent of KPMG LLP.
  
       23.2                Consent of Gowling Lafleur Henderson LLP (included in
                           Exhibit 5).
  
       24                  Powers of attorney (contained on the signature pages
                           of this Registration Statement).
  </TABLE>
  
  ------------------------------
  
  (1)  Incorporated by reference from the Registrant's  Registration  Statement on
  Form S-8 (File No. 333-9576) as filed with the Commission on November 3, 1998.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16985}]
metadata_filer: {"company-data": {"conformed-name": "ATI TECHNOLOGIES INC", "cik": "0001065331", "assigned-sic": "3575", "irs-number": "000000000", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106791", "film-number": "03774857"}, "business-address": {"street1": "33 COMMERCE VALLEY DRIVE EAST", "street2": "THORNHILL", "city": "ONTARIO CANADA", "state": "E7", "zip": "L3T 7N6", "phone": "9058822600"}, "mail-address": {"street1": "33 COMMERCE VALLEY DR EAST", "street2": "THORNHILL", "city": "ONTARIO CANADA", "zip": "L3T 7N6"}}
text: As filed with the Securities and Exchange Commission on July 3, 2003.
                                                          Registration No. 333-
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                ATI TECHNOLOGIES INC.
               (Exact name of registrant as specified in its charter)
  
             Province of Ontario                    Not Applicable
         (State or other jurisdiction              (I.R.S. Employer
              of organization)                    Identification No.)
  
                            1 Commerce Valley Drive East
                          Markham, Ontario, Canada L3T 7X6
                      (Address of principal executive offices)
  
                                ATI TECHNOLOGIES INC.
                                  SHARE OPTION PLAN
                              (Full title of the Plan)
  
                                CT Corporation System
                                  111 Eighth Avenue
                              New York, New York 10011
                       (Name and address of agent for service)
  
                                   (212) 894-8700
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ==================================================================================================
       Title of               Amount         Proposed Maximum      Proposed Maximum      Amount of
   Securities to be           to be         Offering Price Per        Aggregate        Registration
      Registered            Registered           Share(1)           Offering Price          Fee
  --------------------------------------------------------------------------------------------------
  Common Shares          10,000,000          U.S.$10.08         U.S.$100,800,000    U.S.$8,154.72
  ==================================================================================================
  (1)  Estimated  pursuant  to  paragraphs  (c)  and  (h) of Rule  457  under  the
       Securities  Act of 1933, as amended,  solely for the purpose of calculating
       the registration fee, based upon the average of the high and low prices for
       the Common Shares quoted on The NASDAQ Stock Market on June 30, 2003.
  EXPLANATORY NOTE
                                  ----------------
  
       The contents of ATI  Technologies  Inc.'s (the  "Registrant")  registration
  statements  on Form S-8  (File  Nos.  333-9576  and  333-13450)  filed  with the
  Securities  and  Exchange  Commission  (the  "SEC") are hereby  incorporated  by
  reference in their entirety.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   Plan Information.*
  
  ITEM 2.   Registrant Information and Employee Plan Annual Information.*
  
  ---------------
  
  *Information  required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this  Registration  Statement in accordance  with Rule 428 under
  the Securities Act of 1933 and the "Note" to Part I of Form S-8.
  
                                        I-1
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   Incorporation of Documents by Reference.
  
            The following documents  previously filed with or furnished to the SEC
       by the  Registrant  are  incorporated  by  reference  in this  Registration
       Statement:
  
       (a)  Annual  Report on Form 40-F for the fiscal year ended August 31, 2002,
            dated January 17, 2003, and filed with the SEC on January 21, 2003;
  
       (b)  Report of Foreign Issuer on Form 6-K dated June 25, 2003;
  
       (c)  Report of Foreign Issuer on Form 6-K dated March 24, 2003;
  
       (d)  Report of Foreign Issuer on Form 6-K dated January 24, 2003;
  
       (e)  Report of Foreign Issuer on Form 6-K dated January 13, 2003.
  
       (f)  Report of Foreign Issuer on Form 6-K dated January 6, 2003.
  
       (g)  Report of Foreign Issuer on Form 6-K dated December 20, 2002.
  
       (h)  Report of Foreign Issuer on Form 6-K dated November 18, 2002.
  
       (i)  Report of Foreign Issuer on Form 6-K dated September 18, 2002.
  
            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,
       prior to the filing of a post-effective  amendment which indicates that all
       securities  offered  have been  sold or which  deregisters  all  securities
       remaining  unsold,  shall be deemed to be a part  thereof  from the date of
       filing such  documents.  In addition,  reports on Form 6-K furnished by the
       Registrant  to the SEC shall be deemed to be  incorporated  by reference in
       this  Registration  Statement  and to be a part  thereof from the date such
       documents are furnished to the SEC if and to the extent expressly  provided
       in such report.
  
            Any  statement  contained in a document  incorporated  or deemed to be
       incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
       superseded for purposes of this Registration Statement to the extent that a
       statement  incorporated  by reference  herein  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.
  
                                        II-1
  ITEM 5.   Interests of Named Experts and Counsel.
  
            Not applicable.
  
  ITEM 6.   Indemnification of Directors and Officers.
  
            Under  the  Ontario  Business   Corporations   Act  (the  "OBCA"),   a
       corporation  may  indemnify a director or officer of the  corporation  or a
       person who acts or acted at the  corporation's  request  as a  director  or
       officer  of a  body  corporate  of  which  the  corporation  is  or  was  a
       shareholder or creditor against all costs, charges and expenses,  including
       an  amount  paid to settle an  action  or  satisfy a  judgment,  reasonably
       incurred by him or her in respect of any civil,  criminal or administrative
       action or  proceeding to which he or she is made a party by reason of being
       or having been a director or officer of that corporation or body corporate,
       if (a) he or she acted  honestly  and in good faith with a view to the best
       interests  of the  corporation,  and  (b)  in the  case  of a  criminal  or
       administrative action or proceeding that is enforced by a monetary penalty,
       he or she had reasonable  grounds for believing that his or her conduct was
       lawful.  Where that  action is by or on behalf of the  corporation  or that
       body corporate, the approval of the court is also required.
  
            In accordance  with the OBCA,  the By-laws of the  Registrant  provide
       that  the  Registrant   shall  indemnify  a  director  or  officer  of  the
       Registrant,  a former director or officer of the Registrant or a person who
       acts or acted at the  Registrant's  request,  as a  director  or officer of
       another  corporation  of which the  Registrant is or was a  stockholder  or
       creditor,  and the heirs and legal  representatives of such a person to the
       extent permitted under the OBCA.
  
            A policy of directors' and officers' liability insurance is maintained
       by the  Registrant  which insures  directors and officers of the Registrant
       for losses as a result of claims  based upon  their  acts or  omissions  as
       directors and officers,  including  liabilities under the Securities Act of
       1933, and also  reimburses the Registrant for payments made pursuant to the
       indemnity provisions under the OBCA.
  
  ITEM 7.   Exemption from Registration Claimed.
  
            Not Applicable.
  
                                        II-2
  ITEM 8.   Exhibits.
  Exhibit
  Number    Description
  -------   -----------
  3.1    Articles of Incorporation of the Registrant.(1)
  
     3.2    By-laws of the Registrant.(1)
  
     5      Opinion of Gowling Lafleur Henderson LLP.
  
    23.1    Consent of KPMG LLP.
  
    23.2    Consent of Gowling Lafleur Henderson LLP (included in Exhibit 5).
  
    24      Powers of attorney (contained on the signature pages of this Registration Statement).
  ------------
  (1)  Incorporated by reference from the Registrant's  Registration  Statement on
  Form S-8 (File No. 333-9576) as filed with the Commission on November 3, 1998.
  
  ITEM 9.   Undertakings.
  
            The 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 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 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.
  
            The undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  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  that is  incorporated  by  reference  in this
  Registration  Statement  shall  be  deemed  to be a new  registration  statement
  relating to the securities  offered herein,  and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
                                        II-3
  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 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.
  
                                        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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized,  in the Town of Markham,  Province of Ontario, Country of Canada, on
  this 30th day of June, 2003.
  
                            ATI TECHNOLOGIES INC.
  
                            By:  /s/ Terry Nickerson
                                 ------------------------------------------------
                                 Name:     Terry Nickerson
                                 Title:    Senior Vice President, Finance and
                                           Chief Financial Officer
  
                                        II-5
  POWERS OF ATTORNEY
  
            Each person whose  signature  appears below  constitutes  and appoints
  Terry Nickerson his true and lawful  attorney-in-fact  and agent with full power
  of substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities,  to sign any or all Amendments (including post-effective
  Amendments)  to this  Registration  Statement,  and to file the  same,  with all
  exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
  Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
  agent full power and  authority  to do and perform  each and every act and thing
  requisite and  necessary to be done in and about the  premises,  as fully to all
  intents and  purposes as he might or could do in person,  hereby  ratifying  and
  confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
            Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
  amended,  this  Registration  Statement  has been  signed by or on behalf of the
  following persons in the capacities and on the dates indicated:
  
          Signature                        Title                         Date
  
  /s/ K. Y. Ho                  Director, Chairman and Chief         June 30, 2003
  --------------------------    Executive Officer (Principal)
  K. Y. Ho                      Executive Officer)
  
  /s/ Terry Nickerson           Senior Vice President, Finance       June 30, 2003
  --------------------------    and Chief Financial Officer
  Terry Nickerson               (Principal Financial Officer and
                                Principal Accounting Officer)
  
  /s/ James D. Fleck            Director                             June 30, 2003
  --------------------------
  James D. Fleck
  
  /s/ Paul D. Fox               Director                             June 30, 2003
  --------------------------
  Paul D. Fox
  
  /s/ Alan D. Horn              Director                             June 30, 2003
  --------------------------
  Alan D. Horn
  
  /s/ Paul Russo                Director                             June 30, 2003
  --------------------------
  Paul Russo
  
  /s/ Ronald Chwang             Director                             June 30, 2003
  --------------------------
  Ronald Chwang
  
                                        II-6
  Pursuant to the  requirements of Section 6(a) of the Securities Act of
  1933, the  undersigned  has signed this  Registration  Statement,  solely in the
  capacity  of the duly  authorized  representative  in the  United  States of ATI
  Technologies  Inc. in Canada,  in the Town of Markham,  Province of Ontario,  on
  this 30th day of June, 2003.
  
                                 ATI TECHNOLOGIES (U.S.) INC.
  
                                  By:  /s/ K. Y. Ho
                                       -------------------------------------------
                                       Name:     K. Y. Ho
                                       Title:    Director, President and Secretary
  
                                        II-7
  Exhibit Index
  Exhibit
       Number              Description
  3.1                 Articles of Incorporation of the Registrant.(1)
  
       3.2                 By-laws of the Registrant.(1)
  
       5                   Opinion of Gowling Lafleur Henderson LLP.
  
       23.1                Consent of KPMG LLP.
  
       23.2                Consent of Gowling Lafleur Henderson LLP (included in
                           Exhibit 5).
  
       24                  Powers of attorney (contained on the signature pages
                           of this Registration Statement).
  ------------------------------
  
  (1)  Incorporated by reference from the Registrant's  Registration  Statement on
  Form S-8 (File No. 333-9576) as filed with the Commission on November 3, 1998.