AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000
                              REGISTRATION NO. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                      MACKENZIE INVESTMENT MANAGEMENT INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                    59-2522153
   (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                         IDENTIFICATION
                                                            NUMBER)

                           VIA MIZNER FINANCIAL PLAZA

           700 SOUTH FEDERAL HIGHWAY, SUITE 300, BOCA RATON, FL 33432

              (ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)

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

                      MACKENZIE INVESTMENT MANAGEMENT INC.

                             1994 STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

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

                                C. WILLIAM FERRIS
                      MACKENZIE INVESTMENT MANAGEMENT INC.
                           VIA MIZNER FINANCIAL PLAZA
                      700 SOUTH FEDERAL HIGHWAY, SUITE 300
                              BOCA RATON, FL 33432
                            TELEPHONE: (561) 393-8900
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

                                    COPY TO:

                             JOSEPH R. FLEMING, ESQ.
                             DECHERT PRICE & RHOADS
                         TEN POST OFFICE SQUARE - SOUTH
                                BOSTON, MA 02109
                                 (617) 728-7162

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================== ======================== =================== ====================== =====================
                                           AMOUNT                PROPOSED         PROPOSED MAXIMUM
            TITLE OF                        TO BE            MAXIMUM OFFERING    AGGREGATE OFFERING         AMOUNT OF
   SECURITIES TO BE REGISTERED           REGISTERED          PRICE PER SHARE (1)       PRICE (1)          REGISTRATION FEE
---------------------------------- ------------------------ ------------------- ---------------------- ---------------------
<S>                                <C>                      <C>                 <C>                    <C>
Common Stock, par value $.01 per
              share                   3,114,220 shares            $4.19            $13,048,581.80           $3,444.83
================================== ======================== =================== ====================== =====================
</TABLE>

(1)      Estimated  solely for purposes of determining the  registration  fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended  (the  "Securities  Act") on the basis of  Canadian  $6.075 per
         share (U.S. $4.19 per share), the average of the high and low prices of
         the Registrant's Common Stock as reported on the Toronto Stock Exchange
         on  February  1, 2000,  expressed  in U.S.  dollars,  based on the noon
         buying  rate in the City of New York for cable  transfers  in  Canadian
         dollars as certified for customs  purposes by the Federal  Reserve Bank
         of New York, which, on February 1, 2000 was Cdn $1.00 = US $0.69.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing  information  specified in Part I of Form S-8
will be sent or given to  employees  eligible to  participate  in the  Mackenzie
Investment  Management  Inc. 1994 Stock Option Plan (the "Plan") as specified by
Rule  428(b)(1)  of the  Securities  Act.  These  documents  and  the  documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
                  ---------------------------------------

         The following documents,  which have been filed with the Securities and
Exchange  Commission (the  "Commission"),  are incorporated by reference in this
Registration Statement:

(a)               The Registrant's  registration statement on Form 10 dated July
                  28, 1999, as amended, as filed with the Commission pursuant to
                  Section  12(g) of the  Securities  Exchange  Act of  1934,  as
                  amended  (the  "Exchange  Act")  containing  the  Registrant's
                  audited  financial  statements as of March 31, 1999,  1998 and
                  1997 and unaudited interim financial statements as of June 30,
                  1999.

(b)               The Registrant's  quarterly report on Form 10-Q for the period
                  ended  September  30,  1999,  as  filed  with  the  Commission
                  pursuant to Section  13(a) of the  Exchange Act on October 25,
                  1999, and the  Registrant's  quarterly report on Form 10-Q for
                  the  period  ended  December  31,  1999,  as  filed  with  the
                  Commission  pursuant to Section  13(a) of the  Exchange Act on
                  January 25, 2000.

(c)               The   description  of  the  Common  Stock  of  the  Registrant
                  contained in the Registrant's  registration  statement on Form
                  10 dated July 28, 1999, as filed with the Commission  pursuant
                  to Section 12(g) of the Exchange Act,  including any amendment
                  or report filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which either terminates the offering of
the securities registered pursuant to this Registration Statement or deregisters
such  securities,  shall be deemed to be incorporated by reference herein and to
be a part  hereof  from the date of  filing  of such  documents.  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 contained herein or in any
other  subsequently filed document which also is or is deemed to be 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 hereof.

         ITEM 4.  DESCRIPTION OF SECURITIES.
                  -------------------------

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                  --------------------------------------

         Not applicable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                  -----------------------------------------

         Delaware law  authorizes a Delaware  corporation  to eliminate or limit
the personal liability of a director to the corporation and its shareholders for
monetary  damages  for breach of certain  fiduciary  duties as a  director.  The
Registrant  believes  that such a provision  is  beneficial  in  attracting  and
retaining qualified directors and, accordingly,  the Registrant's Bylaws include
a  provision  eliminating  liability  for  monetary  damages  for any  breach of
fiduciary duty as a director,  except: (1) for any breach of the duty of loyalty
to the  Registrant  or its  shareholders;  (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law; (3)
for any transaction for which the director derived an improper personal benefit;
(4) for certain other actions.  Thus, pursuant to Delaware law, directors of the
Registrant  are not insulated from liability for breach of their duty of loyalty
(requiring that, in making a business decision,  directors act in good faith and
in the  honest  belief  that the action  was taken in the best  interest  of the
corporation),  or for claims  arising  under the federal  securities  laws.  The
foregoing  provisions  of the Bylaws may reduce  the  likelihood  of  derivative
litigation  against  directors  and may  discourage  or  deter  shareholders  or
management  from  bringing a lawsuit  against  directors  for  breaches of their
fiduciary  duties,  even though such an action,  if successful,  might otherwise
have benefited the Registrant and its shareholders.

Article 4 of the Registrant's Bylaws provides as follows:

RIGHT TO INDEMNIFICATION

         The  Company  shall  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"proceeding"),  by reason of the fact that such  person is or was a director  or
officer of the Company or a constituent  corporation absorbed in a consolidation
or merger,  or is or was serving at the request of the Company or a  constituent
corporation  absorbed in a consolidation or merger,  as a director or officer of
another corporation,  partnership,  joint venture, trust or other enterprise, or
is or was a  director  or officer of the  Company  serving at its  request as an
administrator, trustee or other fiduciary of one or more of the employee benefit
plans of the Company or other enterprise, against expenses (including attorney's
fees),  liability and loss actually and reasonably  incurred or suffered by such
person  in  connection  with such  proceeding,  whether  or not the  indemnified
liability arises or arose from any threatened,  pending or completed proceedings
by  or  in  the  right  of  the   Company,   except  to  the  extent  that  such
indemnification is prohibited by applicable law.

ADVANCE OF EXPENSES

         Expenses  incurred by a director or officer of the Company in defending
a proceeding shall be paid by the Company in advance of the final disposition of
such proceedings subject to the provisions of any applicable statute.

PROCEDURE FOR DETERMINING PERMISSIBILITY

         To determine whether any  indemnification  or advance of expenses under
this Article 4 is  permissible,  the board of directors by a majority  vote of a
quorum  consisting  of  directors  not parties to such  proceedings  may, and on
request of any person  seeking  indemnification  or advance of expenses shall be
required  to,  determine in each case  whether the  applicable  standards in any
applicable  statue  have  been  met,  or  such  determination  shall  be made by
independent  legal  counsel  if  such  quorum  is not  obtainable,  or,  even if
obtainable,  a majority vote of a quorum of disinterested  directors so directs,
provided that, if there has been a change in control of the Company  between the
time  of  the  action  or   failure  to  act  giving   rise  to  the  claim  for
indemnification  or advance of expenses and the time such claim is made,  at the
option of the  person  seeking  indemnification  or  advance  of  expenses,  the
permissibility of  indemnification or advance of expenses shall be determined by
independent legal counsel. The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and expenses of
any special legal counsel engaged to determine permissibility of indemnification
or advance of expenses, shall be borne by the Company.

CONTRACTUAL OBLIGATION

         The obligations of the Company to indemnify a director or officer under
this Article 4,  including the duty to advance  expenses,  shall be considered a
contract   between  the  Registrant  and  such  director  or  officer,   and  no
modification  or repeal of any provision of this Article 4 shall affect,  to the
detriment  of the  director  or  officer,  such  obligations  of the  Company in
connection with a claim based on any act or failure to act occurring before such
modification or repeal.

INDEMNIFICATION NOT EXCLUSIVE; INURING OF BENEFITS

         The  indemnification and advance of expenses provided by this Article 4
shall not be deemed exclusive of any other right to which one indemnified may be
entitled under any statue, provision of the Certificate of Incorporation,  these
bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
executors and administrators of any such person.

INSURANCE AND OTHER INDEMNIFICATION

         The  board of  directors  shall  have the  power to (i)  authorize  the
Registrant to purchase and  maintain,  at the  Company's  expense,  insurance on
behalf of the  Company and on behalf of others to the extent that power to do so
has not been prohibited by statue,  (ii) create any fund of any nature,  whether
or  not  under  the  control  of a  trustee,  or  otherwise  secure  any  of its
indemnification  obligations, and (iii) give other indemnification to the extent
permitted by statue.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                  -----------------------------------

         Not Applicable.

         ITEM 8.  EXHIBITS.
                  --------

         There  are  filed  with  this  Registration   Statement  the  following
exhibits:

4.1    Certificate of Incorporation of Registrant, as amended (1)
4.2    By-laws of Registrant, as amended (1)
4.3    Mackenzie Investment Management Inc. 1994 Stock Option Plan (1)
5.1    Opinion of Dechert Price & Rhoads as to the legality of securities being
          registered
23.1   Consent of PricewaterhouseCoopers LLP
23.2   Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
24.1   Power of Attorney (included on signature page)
----------------

(1)  Filed as an Exhibit to Amendment No. 1 to Registrant's Form 10 Registration
     Statement (No. 000-17994),  dated October 14, 1999, and incorporated herein
     by reference.

         ITEM 9.  UNDERTAKINGS.
                  ------------

UNDERTAKINGS REQUIRED BY ITEM 512(A) OF REGULATION S-K:

         The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period  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;

PROVIDED,  HOWEVER, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in the Registration Statement.

(2)  That,  for the purposes 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.

(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.

UNDERTAKINGS REQUIRED BY ITEM 512(B) OF REGULATION S-K:

         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 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.

UNDERTAKINGS REQUIRED BY ITEM 512(H) OF REGULATION S-K:

         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 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.


<PAGE>


                                   SIGNATURES

THE REGISTRANT

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the  undersigned,  thereunto  duly  authorized,  in Boca
Raton, Florida, on this 2nd day of February 2000.

                                     MACKENZIE INVESTMENT MANAGEMENT INC.

                                     BY:    /S/ KEITH J. CARLSON
                                         -----------------------
                                         Keith J. Carlson
                                         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 2nd day of February, 2000.

NAME                                CAPACITY                      DATE

/S/ KEITH J. CARLSON
Keith J. Carlson               President, Director and       February 2, 2000
                               Chief Executive Officer

/S/ C. WILLIAM FERRIS
C. William Ferris              Senior Vice President         February 2, 2000
                               and Secretary/Treasurer

S/ BEVERLY J. YANOWITCH
Beverly J. Yanowitch           Vice President and            February 2, 2000
                               Chief Financial Officer

         *
-----------------------
Neil Lovatt                    Chairman and Director         February 2, 2000


/S/ JAMES W. BROADFOOT III
James W. Broadfoot III         Senior Vice President         February 2, 2000
                               and Director
         *
-----------------------
Alan J. Dilworth               Director                      February 2, 2000

         *
-----------------------
Allan S. Mostoff, Esq.         Director                      February 2, 2000

         *
-----------------------
James L. Hunter                Director                      February 2, 2000

         *
-----------------------
Alasdair J. McKichan           Director                      February 2, 2000

         *
-----------------------
Michael R. Peers               Director                      February 2, 2000

         *
-----------------------
Dolph W. von Arx               Director                      February 2, 2000


* Filed  pursuant to a power of attorney  dated  September  24,  1999,  attached
hereto.

                                POWER OF ATTORNEY

         Each individual  whose signature  appears below hereby  constitutes and
appoints C. William Ferris,  Keith J. Carlson and Joseph R. Fleming, and each of
them,  his true and  lawful  attorney-in-fact  and  agent  with  full  powers of
substitution and resubstitution for him and in his name, place and stead, in any
and all  capacities,  to sign  the  Registration  Statement  on Form S-8 and the
Registration  Statement on Form 10 of Mackenzie  Investment  Management Inc. and
any and all amendments and  supplements  (including  post-effective  amendments)
thereto,  and to file the same, with all exhibits thereto,  and all 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
thereof.

NAME                                  CAPACITY
DATE

/S/ KEITH J. CARLSON
Keith J. Carlson                      President, Director and
September 24, 1999                    Chief Executive Officer


/S/ C. WILLIAM FERRIS
C. William Ferris                     Senior Vice President, Chief Financial
September 24, 1999                    Officer and Secretary/Treasurer


/S/ NEIL LOVATT
Neil Lovatt                           Chairman and Director
September 24, 1999


/S/ JAMES W. BROADFOOT III
James W. Broadfoot III                Executive Vice President and Director
September 24, 1999


/S/ ALAN J. DILWORTH
Alan J. Dilworth                      Director
September 24, 1999


/S/ ALLAN S. MOSTOFF, ESQ.
Allan S. Mostoff, Esq.                Director
September 24, 1999


/S/ JAMES L. HUNTER
James L. Hunter                       Director
September 24, 1999


/S/ ALASDAIR J. MCKICHAN
Alasdair J. McKichan                  Director
September 24, 1999


/S/ MICHAEL R. PEERS
Michael R. Peers                      Director
September 24, 1999


/S/ DOLPH W. VON ARX
Dolph W. von Arx                      Director
September 24, 1999


<PAGE>


                         EXHIBIT INDEX

       EXHIBIT    DESCRIPTION

     4.1  Certificate   of   Incorporation   of  the   Registrant,   as  amended
          (incorporated  by  reference to Exhibit  3.1.1 to  Amendment  No. 1 to
          Registrant's  Registration  Statement  on Form  10,  Registration  No.
          000-17994 (the "Form 10"), filed October 14, 1999 ("Amendment No. 1")

     4.2  By-laws of the Registrant,  as amended  (incorporated  by reference to
          Exhibit 3.2.1 of Registrant's Amendment No. 1).

     4.3  Mackenzie   Investment   Management   Inc.   1994  Stock  Option  Plan
          (incorporated  by reference to Exhibit 10.8 of Registrant's  Amendment
          No. 1)

     5.1  Opinion of Dechert Price & Rhoads

     23.1 Consent of PricewaterhouseCoopers LLP

     23.2 Consent of Dechert  Price & Rhoads  (included  in Exhibit  5.1 to this
          Registration Statement)

     24.1 Power of Attorney (included on signature page)



<PAGE>


                                   Exhibit 5.1

OPINION RE LEGALITY

                             DECHERT PRICE & RHOADS
                         TEN POST OFFICE SQUARE - SOUTH

                                                 BOSTON, MA 02109


                                            February 2, 2000


Mackenzie Investment Management Inc.
Via Mizner Financial Plaza
700 South Federal Highway, Suite 300
Boca Raton, FL 33432

Dear Sirs:

         We have acted as counsel for Mackenzie  Investment  Management  Inc., a
Delaware  corporation  (the  "Company"),  in connection with the proposed filing
with the  Securities  and  Exchange  Commission  expected to be made on or about
February  2,  2000,  under  the  Securities  Act  of  1933,  as  amended,  of  a
Registration  Statement  on Form  S-8  (the  "Registration  Statement")  for the
purpose of registering 3,114,220 shares of common stock of the Company, $.01 par
value per share, to be offered pursuant to the Mackenzie  Investment  Management
Inc. 1994 Stock Option Plan (the "Plan").

         In  such   capacity,   we  have  examined  the  Plan,   Certificate  of
Incorporation and By-Laws of the Company,  copies of certain  resolutions of the
Board  of  Directors  of the  Company,  and such  other  corporate  records  and
documents  of the Company as we have deemed  necessary  or  appropriate  for the
purpose of the opinion expressed herein.

         Based upon the  foregoing  examination,  it is our opinion  that,  when
issued against receipt of the agreed purchase price therefor, the shares will be
validly issued, fully paid and nonassessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement  and to the use of our name  wherever  appearing  in the
Registration Statement and any amendment thereto.

         We are not  members  of the Bar of the  State of  Delaware,  which  law
governs the  validity of the Shares.  However,  we have  reviewed  the  Delaware
General  Corporation Law and examined such other documents and made such further
investigation  as we have  deemed  necessary  for the purpose of  rendering  the
opinion expressed herein.

                                                     Very truly yours,

                                                     DECHERT PRICE & RHOADS


<PAGE>


                                  Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  April 23,  1999,  relating  to the
financial  statements,  which  appears  in the Form 10 of  Mackenzie  Investment
Management Inc.

PRICWATERHOUSECOOPERS LLP



January 31, 2000
Fort Lauderdale, Florida
[{"type": "S-8", "sequence": "1", "description": "S-8 MACKENZIE FILING FOR CAR OF 2/2/00", "secsgml_size_bytes": 27715}]
{"company-data": {"conformed-name": "MACKENZIE INVESTMENT MANAGEMENT INC", "cik": "0000855711", "assigned-sic": "6211", "irs-number": "592522153", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95979", "film-number": "520330"}, "business-address": {"street1": "700 S FEDERAL HWY STE 300", "city": "BOCA RATON", "state": "FL", "zip": "33432", "phone": "4073938900"}, "mail-address": {"street1": "700 S FEDERAL HWY STE 300", "city": "BOCA RATON", "state": "FL", "zip": "33432"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000
                              REGISTRATION NO. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                      MACKENZIE INVESTMENT MANAGEMENT INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                    59-2522153
   (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                         IDENTIFICATION
                                                            NUMBER)

                           VIA MIZNER FINANCIAL PLAZA

           700 SOUTH FEDERAL HIGHWAY, SUITE 300, BOCA RATON, FL 33432

              (ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)

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

                      MACKENZIE INVESTMENT MANAGEMENT INC.

                             1994 STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

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

                                C. WILLIAM FERRIS
                      MACKENZIE INVESTMENT MANAGEMENT INC.
                           VIA MIZNER FINANCIAL PLAZA
                      700 SOUTH FEDERAL HIGHWAY, SUITE 300
                              BOCA RATON, FL 33432
                            TELEPHONE: (561) 393-8900
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

                                    COPY TO:

                             JOSEPH R. FLEMING, ESQ.
                             DECHERT PRICE & RHOADS
                         TEN POST OFFICE SQUARE - SOUTH
                                BOSTON, MA 02109
                                 (617) 728-7162

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

                         CALCULATION OF REGISTRATION FEE
================================== ======================== =================== ====================== =====================
                                           AMOUNT                PROPOSED         PROPOSED MAXIMUM
            TITLE OF                        TO BE            MAXIMUM OFFERING    AGGREGATE OFFERING         AMOUNT OF
   SECURITIES TO BE REGISTERED           REGISTERED          PRICE PER SHARE (1)       PRICE (1)          REGISTRATION FEE
---------------------------------- ------------------------ ------------------- ---------------------- ---------------------
Common Stock, par value $.01 per
              share                   3,114,220 shares            $4.19            $13,048,581.80           $3,444.83
================================== ======================== =================== ====================== =====================
(1)      Estimated  solely for purposes of determining the  registration  fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended  (the  "Securities  Act") on the basis of  Canadian  $6.075 per
         share (U.S. $4.19 per share), the average of the high and low prices of
         the Registrant's Common Stock as reported on the Toronto Stock Exchange
         on  February  1, 2000,  expressed  in U.S.  dollars,  based on the noon
         buying  rate in the City of New York for cable  transfers  in  Canadian
         dollars as certified for customs  purposes by the Federal  Reserve Bank
         of New York, which, on February 1, 2000 was Cdn $1.00 = US $0.69.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing  information  specified in Part I of Form S-8
will be sent or given to  employees  eligible to  participate  in the  Mackenzie
Investment  Management  Inc. 1994 Stock Option Plan (the "Plan") as specified by
Rule  428(b)(1)  of the  Securities  Act.  These  documents  and  the  documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
                  ---------------------------------------

         The following documents,  which have been filed with the Securities and
Exchange  Commission (the  "Commission"),  are incorporated by reference in this
Registration Statement:

(a)               The Registrant's  registration statement on Form 10 dated July
                  28, 1999, as amended, as filed with the Commission pursuant to
                  Section  12(g) of the  Securities  Exchange  Act of  1934,  as
                  amended  (the  "Exchange  Act")  containing  the  Registrant's
                  audited  financial  statements as of March 31, 1999,  1998 and
                  1997 and unaudited interim financial statements as of June 30,
                  1999.

(b)               The Registrant's  quarterly report on Form 10-Q for the period
                  ended  September  30,  1999,  as  filed  with  the  Commission
                  pursuant to Section  13(a) of the  Exchange Act on October 25,
                  1999, and the  Registrant's  quarterly report on Form 10-Q for
                  the  period  ended  December  31,  1999,  as  filed  with  the
                  Commission  pursuant to Section  13(a) of the  Exchange Act on
                  January 25, 2000.

(c)               The   description  of  the  Common  Stock  of  the  Registrant
                  contained in the Registrant's  registration  statement on Form
                  10 dated July 28, 1999, as filed with the Commission  pursuant
                  to Section 12(g) of the Exchange Act,  including any amendment
                  or report filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which either terminates the offering of
the securities registered pursuant to this Registration Statement or deregisters
such  securities,  shall be deemed to be incorporated by reference herein and to
be a part  hereof  from the date of  filing  of such  documents.  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 contained herein or in any
other  subsequently filed document which also is or is deemed to be 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 hereof.

         ITEM 4.  DESCRIPTION OF SECURITIES.
                  -------------------------

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                  --------------------------------------

         Not applicable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                  -----------------------------------------

         Delaware law  authorizes a Delaware  corporation  to eliminate or limit
the personal liability of a director to the corporation and its shareholders for
monetary  damages  for breach of certain  fiduciary  duties as a  director.  The
Registrant  believes  that such a provision  is  beneficial  in  attracting  and
retaining qualified directors and, accordingly,  the Registrant's Bylaws include
a  provision  eliminating  liability  for  monetary  damages  for any  breach of
fiduciary duty as a director,  except: (1) for any breach of the duty of loyalty
to the  Registrant  or its  shareholders;  (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law; (3)
for any transaction for which the director derived an improper personal benefit;
(4) for certain other actions.  Thus, pursuant to Delaware law, directors of the
Registrant  are not insulated from liability for breach of their duty of loyalty
(requiring that, in making a business decision,  directors act in good faith and
in the  honest  belief  that the action  was taken in the best  interest  of the
corporation),  or for claims  arising  under the federal  securities  laws.  The
foregoing  provisions  of the Bylaws may reduce  the  likelihood  of  derivative
litigation  against  directors  and may  discourage  or  deter  shareholders  or
management  from  bringing a lawsuit  against  directors  for  breaches of their
fiduciary  duties,  even though such an action,  if successful,  might otherwise
have benefited the Registrant and its shareholders.

Article 4 of the Registrant's Bylaws provides as follows:

RIGHT TO INDEMNIFICATION

         The  Company  shall  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"proceeding"),  by reason of the fact that such  person is or was a director  or
officer of the Company or a constituent  corporation absorbed in a consolidation
or merger,  or is or was serving at the request of the Company or a  constituent
corporation  absorbed in a consolidation or merger,  as a director or officer of
another corporation,  partnership,  joint venture, trust or other enterprise, or
is or was a  director  or officer of the  Company  serving at its  request as an
administrator, trustee or other fiduciary of one or more of the employee benefit
plans of the Company or other enterprise, against expenses (including attorney's
fees),  liability and loss actually and reasonably  incurred or suffered by such
person  in  connection  with such  proceeding,  whether  or not the  indemnified
liability arises or arose from any threatened,  pending or completed proceedings
by  or  in  the  right  of  the   Company,   except  to  the  extent  that  such
indemnification is prohibited by applicable law.

ADVANCE OF EXPENSES

         Expenses  incurred by a director or officer of the Company in defending
a proceeding shall be paid by the Company in advance of the final disposition of
such proceedings subject to the provisions of any applicable statute.

PROCEDURE FOR DETERMINING PERMISSIBILITY

         To determine whether any  indemnification  or advance of expenses under
this Article 4 is  permissible,  the board of directors by a majority  vote of a
quorum  consisting  of  directors  not parties to such  proceedings  may, and on
request of any person  seeking  indemnification  or advance of expenses shall be
required  to,  determine in each case  whether the  applicable  standards in any
applicable  statue  have  been  met,  or  such  determination  shall  be made by
independent  legal  counsel  if  such  quorum  is not  obtainable,  or,  even if
obtainable,  a majority vote of a quorum of disinterested  directors so directs,
provided that, if there has been a change in control of the Company  between the
time  of  the  action  or   failure  to  act  giving   rise  to  the  claim  for
indemnification  or advance of expenses and the time such claim is made,  at the
option of the  person  seeking  indemnification  or  advance  of  expenses,  the
permissibility of  indemnification or advance of expenses shall be determined by
independent legal counsel. The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and expenses of
any special legal counsel engaged to determine permissibility of indemnification
or advance of expenses, shall be borne by the Company.

CONTRACTUAL OBLIGATION

         The obligations of the Company to indemnify a director or officer under
this Article 4,  including the duty to advance  expenses,  shall be considered a
contract   between  the  Registrant  and  such  director  or  officer,   and  no
modification  or repeal of any provision of this Article 4 shall affect,  to the
detriment  of the  director  or  officer,  such  obligations  of the  Company in
connection with a claim based on any act or failure to act occurring before such
modification or repeal.

INDEMNIFICATION NOT EXCLUSIVE; INURING OF BENEFITS

         The  indemnification and advance of expenses provided by this Article 4
shall not be deemed exclusive of any other right to which one indemnified may be
entitled under any statue, provision of the Certificate of Incorporation,  these
bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
executors and administrators of any such person.

INSURANCE AND OTHER INDEMNIFICATION

         The  board of  directors  shall  have the  power to (i)  authorize  the
Registrant to purchase and  maintain,  at the  Company's  expense,  insurance on
behalf of the  Company and on behalf of others to the extent that power to do so
has not been prohibited by statue,  (ii) create any fund of any nature,  whether
or  not  under  the  control  of a  trustee,  or  otherwise  secure  any  of its
indemnification  obligations, and (iii) give other indemnification to the extent
permitted by statue.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                  -----------------------------------

         Not Applicable.

         ITEM 8.  EXHIBITS.
                  --------

         There  are  filed  with  this  Registration   Statement  the  following
exhibits:

4.1    Certificate of Incorporation of Registrant, as amended (1)
4.2    By-laws of Registrant, as amended (1)
4.3    Mackenzie Investment Management Inc. 1994 Stock Option Plan (1)
5.1    Opinion of Dechert Price & Rhoads as to the legality of securities being
          registered
23.1   Consent of PricewaterhouseCoopers LLP
23.2   Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
24.1   Power of Attorney (included on signature page)
----------------

(1)  Filed as an Exhibit to Amendment No. 1 to Registrant's Form 10 Registration
     Statement (No. 000-17994),  dated October 14, 1999, and incorporated herein
     by reference.

         ITEM 9.  UNDERTAKINGS.
                  ------------

UNDERTAKINGS REQUIRED BY ITEM 512(A) OF REGULATION S-K:

         The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period  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;

PROVIDED,  HOWEVER, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in the Registration Statement.

(2)  That,  for the purposes 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.

(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.

UNDERTAKINGS REQUIRED BY ITEM 512(B) OF REGULATION S-K:

         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 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.

UNDERTAKINGS REQUIRED BY ITEM 512(H) OF REGULATION S-K:

         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 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.
SIGNATURES

THE REGISTRANT

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the  undersigned,  thereunto  duly  authorized,  in Boca
Raton, Florida, on this 2nd day of February 2000.

                                     MACKENZIE INVESTMENT MANAGEMENT INC.

                                     BY:    /S/ KEITH J. CARLSON
                                         -----------------------
                                         Keith J. Carlson
                                         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 2nd day of February, 2000.

NAME                                CAPACITY                      DATE

/S/ KEITH J. CARLSON
Keith J. Carlson               President, Director and       February 2, 2000
                               Chief Executive Officer

/S/ C. WILLIAM FERRIS
C. William Ferris              Senior Vice President         February 2, 2000
                               and Secretary/Treasurer

S/ BEVERLY J. YANOWITCH
Beverly J. Yanowitch           Vice President and            February 2, 2000
                               Chief Financial Officer

         *
-----------------------
Neil Lovatt                    Chairman and Director         February 2, 2000

/S/ JAMES W. BROADFOOT III
James W. Broadfoot III         Senior Vice President         February 2, 2000
                               and Director
         *
-----------------------
Alan J. Dilworth               Director                      February 2, 2000

         *
-----------------------
Allan S. Mostoff, Esq.         Director                      February 2, 2000

         *
-----------------------
James L. Hunter                Director                      February 2, 2000

         *
-----------------------
Alasdair J. McKichan           Director                      February 2, 2000

         *
-----------------------
Michael R. Peers               Director                      February 2, 2000

         *
-----------------------
Dolph W. von Arx               Director                      February 2, 2000

* Filed  pursuant to a power of attorney  dated  September  24,  1999,  attached
hereto.

                                POWER OF ATTORNEY

         Each individual  whose signature  appears below hereby  constitutes and
appoints C. William Ferris,  Keith J. Carlson and Joseph R. Fleming, and each of
them,  his true and  lawful  attorney-in-fact  and  agent  with  full  powers of
substitution and resubstitution for him and in his name, place and stead, in any
and all  capacities,  to sign  the  Registration  Statement  on Form S-8 and the
Registration  Statement on Form 10 of Mackenzie  Investment  Management Inc. and
any and all amendments and  supplements  (including  post-effective  amendments)
thereto,  and to file the same, with all exhibits thereto,  and all 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
thereof.

NAME                                  CAPACITY
DATE

/S/ KEITH J. CARLSON
Keith J. Carlson                      President, Director and
September 24, 1999                    Chief Executive Officer

/S/ C. WILLIAM FERRIS
C. William Ferris                     Senior Vice President, Chief Financial
September 24, 1999                    Officer and Secretary/Treasurer

/S/ NEIL LOVATT
Neil Lovatt                           Chairman and Director
September 24, 1999

/S/ JAMES W. BROADFOOT III
James W. Broadfoot III                Executive Vice President and Director
September 24, 1999

/S/ ALAN J. DILWORTH
Alan J. Dilworth                      Director
September 24, 1999

/S/ ALLAN S. MOSTOFF, ESQ.
Allan S. Mostoff, Esq.                Director
September 24, 1999

/S/ JAMES L. HUNTER
James L. Hunter                       Director
September 24, 1999

/S/ ALASDAIR J. MCKICHAN
Alasdair J. McKichan                  Director
September 24, 1999

/S/ MICHAEL R. PEERS
Michael R. Peers                      Director
September 24, 1999

/S/ DOLPH W. VON ARX
Dolph W. von Arx                      Director
September 24, 1999
EXHIBIT INDEX

       EXHIBIT    DESCRIPTION

     4.1  Certificate   of   Incorporation   of  the   Registrant,   as  amended
          (incorporated  by  reference to Exhibit  3.1.1 to  Amendment  No. 1 to
          Registrant's  Registration  Statement  on Form  10,  Registration  No.
          000-17994 (the "Form 10"), filed October 14, 1999 ("Amendment No. 1")

     4.2  By-laws of the Registrant,  as amended  (incorporated  by reference to
          Exhibit 3.2.1 of Registrant's Amendment No. 1).

     4.3  Mackenzie   Investment   Management   Inc.   1994  Stock  Option  Plan
          (incorporated  by reference to Exhibit 10.8 of Registrant's  Amendment
          No. 1)

     5.1  Opinion of Dechert Price & Rhoads

     23.1 Consent of PricewaterhouseCoopers LLP

     23.2 Consent of Dechert  Price & Rhoads  (included  in Exhibit  5.1 to this
          Registration Statement)

     24.1 Power of Attorney (included on signature page)
Exhibit 5.1

OPINION RE LEGALITY

                             DECHERT PRICE & RHOADS
                         TEN POST OFFICE SQUARE - SOUTH

                                                 BOSTON, MA 02109

                                            February 2, 2000

Mackenzie Investment Management Inc.
Via Mizner Financial Plaza
700 South Federal Highway, Suite 300
Boca Raton, FL 33432

Dear Sirs:

         We have acted as counsel for Mackenzie  Investment  Management  Inc., a
Delaware  corporation  (the  "Company"),  in connection with the proposed filing
with the  Securities  and  Exchange  Commission  expected to be made on or about
February  2,  2000,  under  the  Securities  Act  of  1933,  as  amended,  of  a
Registration  Statement  on Form  S-8  (the  "Registration  Statement")  for the
purpose of registering 3,114,220 shares of common stock of the Company, $.01 par
value per share, to be offered pursuant to the Mackenzie  Investment  Management
Inc. 1994 Stock Option Plan (the "Plan").

         In  such   capacity,   we  have  examined  the  Plan,   Certificate  of
Incorporation and By-Laws of the Company,  copies of certain  resolutions of the
Board  of  Directors  of the  Company,  and such  other  corporate  records  and
documents  of the Company as we have deemed  necessary  or  appropriate  for the
purpose of the opinion expressed herein.

         Based upon the  foregoing  examination,  it is our opinion  that,  when
issued against receipt of the agreed purchase price therefor, the shares will be
validly issued, fully paid and nonassessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement  and to the use of our name  wherever  appearing  in the
Registration Statement and any amendment thereto.

         We are not  members  of the Bar of the  State of  Delaware,  which  law
governs the  validity of the Shares.  However,  we have  reviewed  the  Delaware
General  Corporation Law and examined such other documents and made such further
investigation  as we have  deemed  necessary  for the purpose of  rendering  the
opinion expressed herein.

                                                     Very truly yours,

                                                     DECHERT PRICE & RHOADS
Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  April 23,  1999,  relating  to the
financial  statements,  which  appears  in the Form 10 of  Mackenzie  Investment
Management Inc.

PRICWATERHOUSECOOPERS LLP

January 31, 2000
Fort Lauderdale, Florida