As filed with the Securities and Exchange Commission on December 17, 2004

Registration No. 333-10548

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SECURITIES AND EXCHANGE COMMISSION

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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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FAIRFAX FINANCIAL HOLDINGS LIMITED

95 Wellington Street West
Suite 800
Toronto, Ontario
CANADA M5J 2N7
(Address of principal executive offices, including zip code)

THE INDIVIDUAL RETIREMENT PLAN OF
UNITED STATES FIRE INSURANCE COMPANY
(Full title of the plan)

CT Corporation System
111 Eighth Avenue, 13^th Floor
New York, New York 10011
(212) 894-8700
(Name, address, and telephone number of agent for service)

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EXPLANATORY STATEMENT

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-10548 (the “Registration Statement”), is being filed to deregister certain subordinate voting shares (the “Subordinate Voting Shares”) of Fairfax Financial Holdings Limited (the “Company”) that were registered for issuance pursuant to The Individual Retirement Plan of United States Fire Insurance Company (the “Plan”). The Registration Statement registered 50,000 Subordinate Voting Shares issuable under the Plan and an indeterminate number of interests in the Plan. An aggregate of 5,845 Subordinate Voting Shares registered under the Registration Statement have been issued to participants. The Registration Statement is hereby amended to deregister the remaining 44,155 unissued Subordinate Voting Shares and an indeterminate number of interests in the Plan.

 

PART II

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 the City of Toronto, Province of Ontario, Canada, on the 6^th day of December, 2004.

	FAIRFAX FINANCIAL HOLDINGS LIMITED
	By:	/s/ Eric P. Salsberg
		Name:	Eric P. Salsberg
		Title:	Vice President, Corporate Affairs

 

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this post-effective Amendment No. 1 has been signed by the following persons in the capacities indicated on December 6, 2004.

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer The Individual Retirement Plan of United States Fire Insurance Company) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Morristown, State of New Jersey, on the 15^th day of December, 2004.

	THE INDIVIDUAL RETIREMENT PLAN OF UNITED STATES FIRE INSURANCE COMPANY
	By:	/s/ Mary Jane Robertson
		Name:	Mary Jane Robertson
		Title:	Chairman of Administrative Committee

 

AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has signed this post-effective Amendment No. 1, solely in its capacity as the duly authorized representative of Fairfax Financial Holdings Limited in the United States, in the Province of Ontario, Canada, on the 6^th day of December, 2004.

	FAIRFAX INC.
	By:	/s/ Eric P. Salsberg
		Name:	Eric P. Salsberg
		Title:	Vice President

 

EXHIBIT INDEX

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*Previously filed