CUSIP NO.

00440P201

13G

Page 1 of 8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Ace Aviation Holdings Inc.

(Name of Issuer)

Class A Variable Voting Shares

(Title of Class of Securities)

00440P201

(CUSIP Number)

June 30, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is

filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*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).

CUSIP NO.

00440P201

13G

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NAMES OF REPORTING PERSONS.

Franklin Mutual Advisers, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

SOLE VOTING POWER

(See Item 4)

SHARED VOTING POWER

(See Item 4)

SOLE DISPOSITIVE POWER

(See Item 4)

SHARED DISPOSITIVE POWER

(See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,998,277¹

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

28.4%

12.

TYPE OF REPORTING PERSON

IA, OO (See Item 4)

_________________________

¹606,078 shares of Class A Variable Voting Shares issuable on conversion of debt securities (as computed under Rule 13d-3(d)(1)(i)).

CUSIP NO.

00440P201

13G

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Item 1.

(a)

Name of Issuer

Ace Aviation Holdings Inc.

(b)

Address of Issuer's Principal Executive Offices

5100 de Maisonneuve Boulevard West

Montreal, Quebec, Canada, H4A 3T2

Item 2.

(a)

Name of Person Filing

Franklin Mutual Advisers, LLC

(b)

Address of Principal Business Office or, if none, Residence

101 John F. Kennedy Parkway

Short Hills, NJ 07078-2789

(c)

Citizenship

Delaware

(d)

Title of Class of Securities

Class A Variable Voting Shares

(e)

CUSIP Number

00440P201

CUSIP NO.

00440P201

13G

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Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or

(c), check whether the person filing is a:

(a)

o Broker or dealer registered under section 15 of the Act (15

U.S.C. 78o).

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o Insurance company as defined in section 3(a)(19) of the Act

(15 U.S.C. 78c).

(d)

o Investment company registered under section 8 of the

Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

x An investment adviser in accordance with §240.13d-1(b)(1)

(ii)(E);

(f)

o An employee benefit plan or endowment fund in accordance

with §240.13d-1(b)(1)(ii)(F);

(g)

o A parent holding company or control person in accordance

with §240.13d-1(b)(1)(ii)(G);

(h)

o A savings associations as defined in Section 3(b) of the

Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o A church plan that is excluded from the definition of an

investment company under section 3(c)(14) of the Investment

Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

The securities reported herein (the “Securities”) are beneficially owned by one or

more open-end investment companies or other managed accounts which, pursuant to

investment management contracts, are managed by Franklin Mutual Advisers, LLC

("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI").

Such investment management contracts grant to FMA all investment and voting power

over the securities owned by such investment management clients. Therefore, FMA

may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owner

of the Securities.

Beneficial ownership by investment management subsidiaries and other affiliates of

FRI is being reported in conformity with the guidelines articulated by the SEC

staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as

FRI, where related entities exercise voting and investment powers over the

securities being reported independently from each other. The voting and investment

powers held by FMA are exercised independently from FRI (FMA’s parent holding

company) and from all other investment management subsidiaries of FRI (FRI, its

affiliates and investment management subsidiaries other than FMA are, collectively,

“FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI

establish informational barriers that prevent the flow between FMA and the FRI

affiliates of information that relates to the voting and investment powers over the

securities owned by their respective investment management clients. Consequently,

FMA and the FRI affiliates report the securities over which they hold investment

and voting power separately from each other for purposes of Section 13 of the Act.

CUSIP NO.

00440P201

13G

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Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each

own in excess of 10% of the outstanding common stock of FRI and are the principal

stockholders of FRI. However, because FMA exercises voting and investment powers on

behalf of its investment management clients independently of FRI, the Principal

Shareholders, and their respective affiliates, beneficial ownership of the

securities being reported by FMA is being attributed only to FMA. FMA disclaims any

pecuniary interest in any of the Securities. In addition, the filing of this

Schedule 13G on behalf of FMA should not be construed as an admission that it is,

and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any

of the Securities.

Furthermore, FMA believes that it is not a "group" with FRI, the Principal

Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under

the Act and that none of them are otherwise required to attribute to each other the

beneficial ownership of the Securities held by any of them or by any persons or

entities for whom or for which FRI subsidiaries provide investment management

services.

(a)

Amount beneficially owned:

7,998,277

(b)

Percent of class:

28.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Franklin Mutual Advisers, LLC:

7,998,277

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

Franklin Mutual Advisers, LLC:

7,998,277

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date

hereof the reporting person has ceased to be the beneficial owner of more

than five percent of the class of securities,

check the following o. Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The clients of Franklin Mutual Advisers, LLC, including investment

companies registered under the Investment Company Act of 1940 and other

managed accounts, have the right to receive or power to direct the receipt

of dividends from, as well as the proceeds from the sale of, such

securities reported on in this statement.

Mutual Shares Fund, a series of Franklin Mutual Series Fund Inc., an investment

Company

registered under the Investment company Act of 1940, has an interest in

2,708,962

shares, or 9.6%, of the class of securities reported herein.

CUSIP NO.

00440P201

13G

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Mutual Discovery Fund, a series of Franklin Mutual Series Fund Inc., an

Investment company registered under the Investment company Act of 1940, has an

interest in 1,455,493 shares, or 5.2%, of the class of securities reported herein.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

CUSIP NO.

00440P201

13G

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Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the

securities referred to above were acquired and are held in the ordinary course of

business and were not acquired and are not held for the purpose of or with the

effect of changing or influencing the control of the issuer of the securities and

were not acquired and are not held in connection with or as a participant in any

transaction having that purpose or effect.

This report shall not be construed as an admission by the person filing the report

that it is the beneficial owner of any securities covered by this report.

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.

Dated:

July 9, 2008

Franklin Mutual Advisers, LLC

Franklin Mutual Series Fund Inc. on behalf of

Mutual Shares Fund and Mutual Discovery Fund

By:

/s/BRADLEY TAKAHASHI

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

Bradley Takahashi

Vice President of Franklin Mutual Advisers, LLC

Assistant Secretary of Franklin Mutual Series Fund Inc.

CUSIP NO.

00440P201

13G

Page 8 of 8

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as

amended, the undersigned hereby agree to the joint filing with each other of the

attached statement on Schedule 13G and to all amendments to such statement and that

such statement and all amendments to such statement are made on behalf of each of

them.

IN WITNESS WHEREOF, the undersigned have executed this agreement on

July 9, 2008.

Franklin Mutual Advisers, LLC

Franklin Mutual Series Fund Inc. on behalf of

Mutual Shares Fund and Mutual Discovery Fund

By:

/s/BRADLEY TAKAHASHI

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

Bradley Takahashi

Vice President of Franklin Mutual Advisers, LLC

Assistant Secretary of Franklin Mutual Series Fund Inc.