Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ACE AVIATION HOLDINGS INC

(Name of Issuer)

Common Stock – Class A Variable Voting Shares

(Title of Class of Securities)

00440P201

(CUSIP Number)

John Maynard

West Face Capital Inc.

2 Bloor Street East, Suite 810

Toronto, Ontario M4W 1A8

647-724-8911

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 5, 2008

(Date of Event which Requires Filing of this Statement)

If the filing Persons has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Page 2 of 9 Pages

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	WEST FACE CAPITAL INC.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) o
	(b) o
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

	o
6.	Citizenship or Place of Organization

	CANADA
Number of		7.	Sole Voting Power None
Shares
Beneficially		8.	Shared Voting Power 3,748,225
Owned by Each
Reporting		9.	Sole Dispositive Power None
Persons With
		10.	Shared Dispositive Power 3,748,225
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	3,748,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	o
13.	Percent of Class Represented by Amount in Row (11)

	14.68% based on 25,537,225 shares outstanding.(1)
14.	Type of Reporting Person:

	CO, IA

(1) This amount includes an amount of Shares that the Reporting Person is entitled to obtain upon the conversion of convertible bonds.

SCHEDULE 13D

Page 3 of 9 Pages

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	GREGORY A. BOLAND
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) o
	(b) o
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

	o
6.	Citizenship or Place of Organization

	CANADA
Number of		7.	Sole Voting Power None
Shares
Beneficially		8.	Shared Voting Power 3,748,225
Owned by Each
Reporting		9.	Sole Dispositive Power None
Persons With
		10.	Shared Dispositive Power 3,748,225
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	3,748,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	o
13.	Percent of Class Represented by Amount in Row (11)

	14.68% based on 25,537,225 shares outstanding.(1)
14.	Type of Reporting Person:

	IN, HC

(1) This amount includes an amount of Shares that the Reporting Person is entitled to obtain upon the conversion of convertible bonds.

SCHEDULE 13D

Page 4 of 9 Pages

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	PALOMA INTERNATIONAL L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) o
	(b) o
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

	o
6.	Citizenship or Place of Organization

	DELAWARE
Number of		7.	Sole Voting Power None
Shares
Beneficially		8.	Shared Voting Power 911,191
Owned by Each
Reporting		9.	Sole Dispositive Power None
Persons With
		10.	Shared Dispositive Power 911,191
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	911,191
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	o
13.	Percent of Class Represented by Amount in Row (11)

	3.57% based on 25,537,225 shares outstanding.(1)
14.	Type of Reporting Person:

	PN

(1) This amount includes an amount of Shares that the Reporting Person is entitled to obtain upon the conversion of convertible bonds.

Page 5 of 9 Pages

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	S. DONALD SUSSMAN
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) o
	(b) o
3.	SEC Use Only


4.	Source of Funds (See Instructions)

	AF, WC
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

	o
6.	Citizenship or Place of Organization

	UNITED STATES OF AMERICA
Number of		7.	Sole Voting Power None
Shares
Beneficially		8.	Shared Voting Power 911,191
Owned by Each
Reporting		9.	Sole Dispositive Power None
Persons With
		10.	Shared Dispositive Power 911,191
11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	911,191
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	o
13.	Percent of Class Represented by Amount in Row (11)

	3.57% based on 25,537,225 shares outstanding.(1)
14.	Type of Reporting Person:

	IN, HC

(1) This amount includes an amount of Shares that the Reporting Person is entitled to obtain upon the conversion of convertible bonds.

Page 6 of 9 Pages

This Amendment No. 2 relates to the Statement of Beneficial Ownership on Schedule 13D filed by West Face Capital Inc. (“West Face”), and Gregory A. Boland (“Mr. Boland”), Paloma International, L.P. (“Paloma”), and S. Donald Sussman (“Mr. Sussman”) (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on November 28, 2008 and Amendment No. 1 to the Schedule 13D filed on November 28, 2008 (collectively, the “Schedule 13D”). Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended to add the following information for updating as of November 5, 2008

Since September 7, 2008 (60 days prior to the date of the event requiring the filing of this statement), all Shares acquired by the Reporting Persons were acquired for the account of WFMF, WFLP and Paloma, except as previously disclosed in the initial Schedule 13D and in Amendment No. 1 thereto. The Shares acquired by the Reporting Persons relate to shares that the Reporting Persons are entitled to obtain upon exercise of convertible bonds held. The aggregate value of such underlying Shares is approximately $7,368,937 CAD, based upon conversion of convertible bonds with a notional value of approximately $9,000,000 CAD into 366,225 Shares. The source of funds for these acquisitions was the working capital of the WFMF, WFLP and Paloma.

The securities held for WFMF, WFLP and Paloma may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. The positions which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended to add the following information for updating as of November 5, 2008

According to information filed by the Company with the Commission, as of September 30, 2008 the number of Shares outstanding was 25,171,000 based on the Company’s Report on Form 6-K, filed on November 12, 2008. Pursuant to Rule 13d-3(d)(1)(i)(D) in calculating the percentages of beneficial ownership, Reporting Persons have added 366,225 Shares to the number of Shares outstanding based upon an amount of Shares that the Reporting Persons are entitled to obtain upon the conversion of convertible bonds in calculating the percentages of beneficial ownership.

(a) Each of West Face Capital and Mr. Boland may be deemed to be the beneficial owner of 3,748,225 Shares (approximately 14.68% of the total number of Shares outstanding). This amount consists of: (A) 1,798,859 Shares held for the account of WFMF; (B) 1,038,175 Shares held for the account of WFLP; and (C) 911,191 Shares held for Paloma.

(a)(i) Each of Paloma and Mr. Sussman may be deemed to be the beneficial owner of 911,191 Shares (approximately 3.57% of the total number of Shares outstanding). This amount consists of 911,191 Shares held for the account of Sunrise Partners Limited Partnership.

(b)(i) West Face may be deemed to have shared power to direct the voting and disposition of the 3,748,225 Shares that they may be deemed to beneficially own as set forth above.

(b)(ii) Mr. Boland may be deemed to have shared power to direct the voting and disposition of the 3,748,225 Shares that West Face may be deemed to beneficially own as set forth above.

Page 7 of 9 Pages

(b)(iii) Each of Paloma and Mr. Sussman may be deemed to have shared power to direct the voting of 911,191 Shares that Paloma and Mr. Sussman may be deemed to beneficially own as set forth above.

(c) Except for the transactions listed on Annex A hereto, all of which were effected in the over-the-counter market in routine brokerage transactions, there have been no transactions with respect to the Shares since September 7, 2008 (60 days prior to the date of the event requiring the filing of this statement) by any of the Reporting Persons, other than those transactions reported on the initial Schedule 13D and Amendment No. 1 thereto.

Page 8 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 28, 2008		WEST FACE CAPITAL INC.


		By: /s/ John Maynard
		Name: John Maynard
		Title: Chief Financial Officer


Date: November 28, 2008		GREGORY A. BOLAND
		By: /s/ Gregory A. Boland


Date: November 28, 2008		PALOMA INTERNATIONAL L.P.
		By: Paloma Partners Company L.L.C., its General Partner

		By: /s/ Douglas W. Ambrose
		Name: Douglas W. Ambrose
		Title: Vice President


Date: November 28, 2008		S. DONALD SUSSMAN
		By: /s/ Douglas W. Ambrose
		Name: Douglas W. Ambrose
		Title: Attorney-in-Fact

Page 9 of 9 Pages

ANNEX A

RECENT TRANSACTIONS IN THE SECURITIES OF

ACE AVIATION HOLDINGS INC

A. Transactions for the account of West Face Long Term Opportunities Master Fund L.P.:

Date of Transaction	Nature of Transaction	Number of Shares	Price per Share
November 5, 2008	PURCHASE	203,459	$20.12 CAD (aprox)

B. Transactions for the account of West Face Long Term Opportunities (USA) Limited Partnership:

Date of Transaction	Nature of Transaction	Number of Shares	Price per Share
November 5, 2008	PURCHASE	122,075	$20.12 CAD (aprox)

C. Transactions for the account of Sunrise Partners Limited Partnership:

November 5, 2008

PURCHASE

40,691

$20.12 CAD (aprox)