AS FILED December 17, 2001

                                  UNITED STATES
                             Washington, D.C. 20549

                                    FORM S-8


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

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

                         Suite 800, 200 Burrard Street,
                   Vancouver, British Columbia, Canada V6C 3L6
                                 (604) 669-9777
                    (Address of Principal Executive Offices)

                            (Full title of the plan)

                                PTSGE Corporation
              Preston Gates Ellis LLP, 701 Fifth Avenue, Suite 5000
                             Seattle, WA 98104-7078
               (Name and address of agent for service of process)

                                 (206) 623-7580
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                                 Gary J. Kocher
                            Preston Gates Ellis LLP
                          701 Fifth Avenue, Suite 5000
                         Seattle, Washington 98104-7078

                         CALCULATION OF REGISTRATION FEE

                                             Proposed          Proposed maximum
Title of securities    Amount to be      maximum offering     aggregate offering         Amount of
  to be registered     registered(1)    price per unit (2)        price (2)         registration fee (3)
   Common Stock,         1,297,400
 without par value       shares               $16.12              $20,914,088            $4,998.47

(1) 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 benefit plan described herein.

(2) Based on the average of the high and low share price on December 11, 2001 as
reported on the New York Stock Exchange consolidated reporting system, solely
for the purpose of calculating the registration fee pursuant to Rule 457(c) and
Rule 457(h) of the Securities Act.

(3) Determined pursuant to Section 6(b) of the Securities Act as follows:
0.0239% of $20,914,088, the proposed maximum aggregate offering price of the
securities registered hereby.


Pursuant to General Instruction E to Form S-8, this Registration Statement is
for the registration of 1,297,400 additional shares of common stock, without par
value, of Intrawest Corporation (the "Company"), for issuance under the
Intrawest Corporation Stock Option Plan (the "Plan"). The contents of the
original Registration Statement on Form S-8 filed in connection with the Plan on
October 30, 1998 (No. 333-66393) and a subsequently filed Registration Statement
on Form S-8 to register additional shares under the Plan (Registration No.
333-53916) are incorporated herein by reference. This Registration Statement (a)
relates to securities of the same class as those to which the prior registration
statements relate and (b) incorporates by reference the contents of the prior
registration statements.

                                     PART II


EXHIBIT NUMBER      DESCRIPTION                                             PAGE
--------------      -----------                                             ----

     5.1            Opinion of McCarthy Tetrault LLP                           5

     23.1           Consent of KPMG LLP                                        6

     23.2           Consent of McCarthy Tetrault LLP (see Exhibit 5.1)

     24.1           Power of Attorney (see signature page)



         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 City of Vancouver, Province of British Columbia, Country of
Canada on this 12th day of December, 2001.

                                        INTRAWEST CORPORATION

                                        /s/ Joe S. Houssian
                                        By:  Joe S. Houssian
                                        Its: Chairman of the Board, President
                                             and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel O. Jarvis his or her
attorney-in-fact, for him or her in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute, may do or cause to be done by virtue

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities listed below on December 12, 2001.

Name                                                 Title

/s/ Joe S. Houssian                      Chairman of the Board, President and
---------------------------              Chief Executive Officer
Joe S. Houssian                          (Principal Executive Officer)

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

/s/ David C. Blaiklock                   Vice President and Corporate Controller
---------------------------              (Principal Accounting Officer)
David C. Blaiklock

/s/ Thomas M. Allan                      Director
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

/s/ Paul A. Novelly                      Director
Paul A. Novelly

Gary L. Raymond

/s/ Bernard A. Roy                       Director
Bernard A. Roy

/s/ Khaled C. Sifri                      Director
Khaled C. Sifri

Hugh R. Smythe

/s/ Nicholas C. H. Villiers              Director
Nicholas C. H. Villiers